Martin Marietta Materials (MLM) 10-K risk factor changes: FY2024 vs FY2023

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Martin Marietta Materials, Inc. (the Company or Martin Marietta) is a natural resource-based building materials company, with [removed: 2023 total] [added: 2024] revenues of [removed: $6.78] [added: $6.5] billion and [removed: 2023] [added: 2024] net earnings from continuing operations attributable to Martin Marietta of [removed: $1.20 billion.][added: $2.0 billion, inclusive of a $976 million after-tax nonrecurring gain on the divestiture of the Company's South Texas cement plant and related ready mixed concrete operations (the Divestiture).]

These results were achieved in part by supplying aggregates (crushed stone, sand and gravel) through its network of approximately [removed: 360] [added: 390] quarries, mines and distribution yards in 28 states, Canada and The Bahamas.

Specifically, the Company has [added: one cement plant and] two cement [removed: plants] [added: distribution facilities] in Texas, ready mixed concrete operations in Arizona and Texas, and asphalt operations in Arizona, California, Colorado and Minnesota.

[removed: On February 11,] [added: For] 2024, [added: this includes] the [removed: Company entered into a definitive agreement to acquire] [added: acquisition of] 20 active aggregates operations [removed: in Alabama, South Carolina, South Florida, Tennessee, and Virginia] from affiliates of Blue Water Industries LLC (BWI Southeast) [removed: for $2.05 billion in cash.][added: and the Divestiture.]

| Form 10-K ♦ Page [removed: 36] [added: 34] | | [removed: ] [added: ] |

As more fully discussed in the [removed: *Consolidated Strategic] [added: *Strategic] Objectives* section, geography is critically important for the Building Materials business.

[removed: ][added: ]

The following ten states accounted for [removed: 82%] [added: 81%] of the Building Materials business [removed: 2023 total] [added: 2024] revenues: Texas, North Carolina, Colorado, California, Georgia, [added: Florida,] Minnesota, Arizona, [removed: Iowa, Florida] [added: South Carolina] and [removed: Indiana.][added: Iowa.]

[removed: ][added: ]

| Form 10-K ♦ Page [removed: 37] [added: 35] | | [removed: ] [added: ] |

The Company finances such opportunities with the goal of preserving its financial flexibility by having a leverage ratio (consolidated net [removed: debt-to-consolidated] [added: debt to consolidated] earnings before interest, taxes, depreciation, depletion and amortization, earnings/loss from nonconsolidated equity affiliates and certain other adjustments as specified [removed: below,] [added: in the *Results of Operations* section,] or Adjusted EBITDA) within a range of 2.0 times to 2.5 times within a reasonable period of [removed: time, typically] [added: time (typically] within 18 [removed: months,] [added: months)] following the completion of a debt-financed transaction.

Aggregates gross profit represented [removed: 68%] [added: 76%] of [removed: 2023] [added: 2024] total [removed: consolidated] [added: reportable segment] gross profit.

Additionally, strategic cement operations are geared toward markets in which supply cannot be meaningfully interdicted by [removed: water.][added: waterborne product deliveries.]

[removed: ][added: ]

| Form 10-K ♦ Page [removed: 38] [added: 36] | | [removed: ] [added: ] |

Population growth and density are [added: typically] assessed based on a site’s proximity to one of the megaregions in the United States.

According to *America 2050*, a planning and policy program of the Regional Plan Association, [removed: a majority] [added: most] of the nation’s population and economic growth through 2050 will occur in 11 megaregions.

As evidence of the successful execution of SOAR, the Company’s leading positions in the Texas Triangle, Colorado’s Front Range, northern and southern California and Arizona’s Sun Corridor [removed: megaregions,] [added: megaregions and] its growth platform in the southern portion of the Northeast megaregion [removed: and its enhanced position in the Piedmont Atlantic megaregion, primarily in the Atlanta area,] are the results of acquisitions since 2011.

The Company has a legacy presence in the southeastern portion of the Great Lakes megaregion, encompassing operations in Indiana and Ohio, as well as the [removed: Florida megaregion and the] Gulf Coast megaregion in Texas.

[removed: ][added: ]

The retail sector (both e-commerce [removed: and] [added: as well as] brick and mortar) values transportation corridors, as logistics and distribution are critical considerations for construction supporting that industry.

The Company considers a state’s financial health rating, as issued by S&P Global Ratings, in determining the opportunities and attractiveness of areas for [added: both] expansion [removed: or] [added: and/or] development.

| Form 10-K ♦ Page [removed: 39] [added: 37] | | [removed: ] [added: ] |

Tracking shifts in population [removed: trends,] [added: dynamics,] as well as local, state and national economic conditions, to ensure changing trends are reflected [removed: against] [added: in] the execution of the strategic plan

Allocating capital in a prudent manner consistent with the following long-standing priorities while maintaining financial [removed: flexibility][added: flexibility:]

[removed: Achieved Industry-Leading Safety Performance:][added: Safety Performance]

[removed: Record] [added: For 2024, the Company achieved a record] company-wide Lost-Time Incident Rate (LTIR) of [removed: 0.13,] [added: 0.129,] the [removed: seventh] [added: eighth] consecutive year of world-class or better LTIR [removed: thresholds][added: thresholds, and a company-wide Total Injury Incident Rate (TIIR) of 0.650, the fourth consecutive year of world-class or better TIIR thresholds.]

[removed: Consolidated selling,] [added: | Selling,] general and administrative [removed: (SG&A)] expenses [removed: representing 6.5% of total revenues][added: | | | 447 | | | | 7 | | | | 443 | | | | 7 | |]

[added: |] Net earnings from continuing operations attributable to Martin Marietta [removed: of $1.20 billion compared with $856.3 million, an increase of 40.1%][added: | | $ | 1,995 | | | $ | 1,199 | |]

| Form 10-K ♦ Page [removed: 40] [added: 38] | | [removed: ] [added: ] |

Generally, the financial results for the first and fourth quarters are [removed: most subject to] [added: influenced by] the impacts of winter weather, while the second and third quarters can be subject to the impacts of heavy precipitation and excessive heat.

The Company’s aggregates reserves average [removed: approximately 75] [added: more than 85] years at the [removed: 2023] [added: 2024] annual production level.

[removed: The two] [added: This] production [removed: facilities produce] [added: facility produces] Portland limestone and specialty cements, with an annual [added: clinker (an intermediary product of cement production)] capacity at December 31, [removed: 2023] [added: 2024] of approximately [removed: 4.5] [added: 2.4] million [removed: tons and collectively operated at approximately 71% utilization for clinker production in 2023; clinker is the initial product of cement production.][added: tons.]

The Company [removed: is currently undertaking] [added: completed] a finishing capacity expansion project at the Midlothian [removed: plant, which is expected to be completed] [added: plant] in [removed: mid-2024 and] [added: August 2024, which] will provide [removed: 0.5] [added: 0.45] million tons of incremental annual [added: cement production] capacity.

Further, the Company has converted its Midlothian [removed: and Hunter plants] [added: plant] to manufacture a less carbon-intensive Portland limestone cement, known as Type 1L, which has been approved by the Texas Department of [removed: Transportation.][added: Transportation and allows the production of more cement with less clinker.]

Ready mixed concrete is measured in cubic yards and specifically batched or produced for customers’ construction projects and then typically transported by mixer trucks and poured at the project [removed: site.][added: site of a customer of the Company.]

Asphalt is [removed: most commonly] [added: typically] used in surfacing roads and parking lots and consists of liquid asphalt, or [removed: bitumen, the] [added: bitumen (the] binding [removed: medium,] [added: medium),] and aggregates.

The Company’s asphalt operations are [removed: located] in Arizona, California, Colorado and Minnesota and [added: related] paving services are offered in California and Colorado.

| Form 10-K ♦ Page [removed: 41] [added: 39] | | [removed: ] [added: ] |

Notably, the Company completed nearly $6.0 billion worth of portfolio-optimizing transactions in 2024, divesting non-strategic cement and related ready mixed concrete businesses and redeploying the net proceeds into aggregates-led acquisitions in attractive markets (see Note B to the consolidated financial statements).

The Company's enhanced positions in the Piedmont Atlantic megaregion and Florida megaregion were expanded with the Blue Water Industries LLC (BWI Southeast) acquisition completed during 2024.

The Company focuses its geographic footprint along significant transportation and commerce corridors, particularly in key Sunbelt metropolitan statistical areas (MSAs) across the Southeast and Southwest.

Building and maintaining the world's safest, best-performing and most-durable aggregates-led public company

The Company’s safety culture and performance sets the foundation for its long-term strategic plan and its financial and operational strength.

The Company has a cement production facility in Midlothian, Texas, south of Dallas/Fort Worth, and operates two related distribution terminals.

The facility operated at approximately 72% utilization for clinker production in 2024.

The Company expects enhanced federal investments will further support and accelerate growth trends in this end use, with a renewed focus on data centers for artificial intelligence infrastructure.

more aggregates intensive than construction of multi-family units.

Housing demand far exceeds supply in the Company’s key markets; however, a housing recovery is not expected until mortgage rates decline and/or affordability headwinds recede.

The Company then serves these markets with other open and proximate facilities.

foreign markets.

In 2024, direct production costs represented 81% of the Magnesia Specialties business' total cost of revenues:

| Revenues | | $ | 6,536 | | | | 100 | | | $ | 6,777 | | | | 100 | |

| Cost of revenues | | | 4,658 | | | | 71 | | | | 4,754 | | | | 70 | |

| Gross Profit | | | 1,878 | | | | 29 | | | | 2,023 | | | | 30 | |

| Earnings from Operations | | | 2,707 | | | | 41 | | | | 1,596 | | | | 24 | |

| Interest expense | | | 169 | | | | | | | | 165 | | | | | |

Effective January 1, 2024, the Company has elected to add back, for purposes of its Adjusted EBITDA calculation, acquisition, divestiture and integration expenses and the Inventory Markup only for transactions with consideration of $2.0 billion or more and expected acquisition, divestiture and integration expenses of at least $15 million.

See Note B to the consolidated financial statements for additional information regarding the BWI Southeast acquisition and the Divestiture.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Impact of selling acquired inventory after markup to fair value as part of acquisition accounting | | | 20 | | | | — | |

| Noncash asset and portfolio rationalization charge | | | 50 | | | | — | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Adjustment for impact of acquisitions | | | 0.22 | | | | — | |

| Organic average selling price | | $ | 22.02 | | | $ | 19.84 | |

| | | | | | | | | |

| (in millions) | | 2024 | | | | 2023 | | | |

| Aggregates | | $ | 2,787 | | | $ | 2,593 | | |

| Asphalt | | | 184 | | | | 199 | | |

| Aggregates | | | 1,727 | | | | 1,709 | | |

| Cement and ready mixed concrete | | | 1,083 | | | | 1,518 | | |

| Magnesia Specialties | | | 320 | | | | 315 | | |

| Total | | $ | 6,536 | | | $ | 6,777 | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | 2024 | | | | | | | 2023 | | | | | |

| Aggregates | | $ | 1,449 | | | 32 | % | | $ | 1,378 | | | 32 | % |

As of December 31, 2023, the Company's South Texas cement business and 20 ready mixed concrete operations that serve the Austin and San Antonio region are classified as assets held for sale.

The Company divested these operations on February 9, 2024.

The BWI Southeast acquisition complements Martin Marietta’s existing geographic footprint in the dynamic southeast region by allowing the Company to expand into new growth platforms in target markets including Nashville and Miami.

The transaction is expected to close during 2024, subject to regulatory approvals and other customary closing conditions.

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Part II ♦ Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

To that effect, the Company has invested nearly $8.0 billion in acquisitions since the launch of SOAR in 2010.

Notably, since 2022, the Company divested its Colorado and Central Texas ready mixed concrete businesses and certain West Coast cement and ready mixed concrete operations and, as of February 9, 2024, completed the divestiture of its South Texas cement and related ready mixed concrete operations, refining its product mix and improving its margin profile, while providing balance sheet flexibility.

In total, these divestitures provided pretax cash proceeds of $3.1 billion.

The Company focuses its geographic footprint along significant transportation and commerce corridors, particularly where both land is readily available and land use entitlement is likely achievable for the development of fulfillment and/or data centers.

2023 Performance Highlights

Company-wide Total Injury Incident Rate (TIIR) of 0.78, the third consecutive year of world-class or better TIIR thresholds

Achieved Record Financial Performance:

The Company achieved record revenues, gross profit, diluted earnings per share and Adjusted EBITDA (defined in the *Results of Operations* section), reflecting the efficacy of its value-over-volume commercial strategy and continued focus on operational excellence and despite lower shipments due to the effects of restrictive monetary policies and a housing slowdown.

Further, 2023 marked the twelfth consecutive year of growth for Adjusted EBITDA.

The Company’s commitment to safety and operational and commercial excellence resulted in the following financial performance from continuing operations (comparisons with 2022):

Record consolidated total revenues of $6.78 billion compared with $6.16 billion, an increase of 10.0%

Record consolidated gross profit of $2.02 billion compared with $1.42 billion, an increase of 42.1%

Record consolidated Adjusted EBITDA from continuing operations of $2.13 billion, an increase of 33.0%

Operating cash flow of $1.53 billion, an increase of 54.2%

Continued Disciplined Execution Against Capital Allocation Priorities:

Optimized portfolio with divestitures of the Company's California cement operations

Capital investments into operations of $650.3 million

Quarterly dividend increase of 12% in August 2023, resulting in total annual dividends paid of $174.0 million, or $2.80 per share

Repurchase of 0.4 million shares of common stock at a total cost of $150.0 million

As of December 31, 2023, the Company had production facilities in Midlothian, Texas, south of Dallas/Fort Worth, and New Braunfels, Texas, centrally located along I-35 between San Antonio and Austin.

The Company also operated several cement distribution terminals.

The Midlothian plant has a permit that allows for capacity expansion of 0.8 million tons.

On February 9, 2024, the Company closed the sale of the Hunter cement business in South Texas, related distribution terminals and the Austin and San Antonio ready mix concrete business to CRH Americas Materials.

This divestiture optimizes the Company's portfolio and product mix and provides additional balance sheet flexibility to redeploy net proceeds into pure-play aggregates acquisitions.

As of December 31, 2023, the Company owned more than 600 million tons of limestone reserves adjacent to its cement production plants in Texas.

The cement grade limestone reserves used for cement production at the South Texas production facility were included with the divestiture to CRH Americas Materials, Inc. During 2021, the Company purchased two cement plants in Redding and Tehachapi, California, and related distribution facilities as part of the acquisition of Lehigh Hanson, Inc.'s West Region business (Lehigh West Region).

The Redding plant and related distribution terminals were sold on June 30, 2022.

The Tehachapi plant was sold on October 31, 2023.

*According to the latest available data published by the U.S. Geological Survey, for the nine months ended September 30, 2023, estimated construction aggregates consumption decreased slightly compared with the nine months ended September 30, 2022, and for the eleven months ended November 30, 2023, cement consumption decreased slightly versus the comparable prior-year period.*

*National not-seasonally-adjusted construction spending statistics for the twelve months ended December 31, 2023 versus the twelve months ended December 31, 2022, according to U.S. Census Bureau, reveal:*

\- *Total value of construction put in place increased 7%*

\- *Public construction spending increased 16%*

\- *Private nonresidential construction market spending increased 22%*

Demand in the nonresidential and residential construction markets, which combined accounted for [removed: 59%] [added: 58%] of the Company's [removed: 2023] [added: 2024] aggregates shipments, is affected by interest rates.

At December 31, [removed: 2023,] [added: 2024,] the Company had an [removed: $800.0] [added: $800] million Revolving Facility and a [removed: $400.0] [added: $400] million Trade Receivable Facility.

As of December 31, [removed: 2023,] [added: 2024,] the Company did not have any outstanding variable-rate [removed: debt.][added: borrowings.]

The impact of hypothetical changes in these assumptions on the Company’s annual pension expense and accrued pension obligation is discussed in the *Critical Accounting Policies and Estimates – Pension [added: Benefit Obligation and Pension] Expense – Selection of Assumptions* section included under Item 7 – MD&A of this Form 10-K.

Any changes in enacted tax laws, rules or regulatory or judicial interpretation, or any change in the pronouncements relating to accounting for income taxes, could materially impact the Company's effective tax rate, tax payments, [added: cash flow,] financial condition and results of operations.

Energy costs, including diesel fuel, natural gas, electricity, [removed: coal, petroleum coke] [added: coal] and [removed: liquid asphalt,] [added: petroleum coke,] represent significant production costs of the Company.

A hypothetical 10% change in the Company’s energy prices in [removed: 2024] [added: 2025] as compared with [removed: 2023,] [added: 2024,] assuming constant volumes, would change [removed: 2024] [added: 2025] energy expense by [removed: $40.5] [added: $32] million.

| Form 10-K ♦ Page [removed: 66] [added: 62] | | [removed: ] [added: ] |

While the Federal Reserve lowered the target federal funds rate several times during 2024, it remains above historical levels.

During 2023, the Federal Reserve raised the target federal funds rate 100 basis points.

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Part II ♦ Item 7A – Quantitative and Qualitative Disclosures About Market Risk

Commodity Risk

Cement is a commodity and competition is based principally on price, which is highly sensitive to changes in supply and demand.

Prices are often subject to material changes in response to relatively minor fluctuations in supply and demand, general economic conditions and other market conditions beyond the Company’s control.

Increases in the production capacity of industry participants or increases in cement imports tend to create an oversupply of such products leading to an imbalance between supply and demand, which can have a negative impact on product prices.

There can be no assurance that product prices will not decline in the future or that such declines will not have a material adverse effect on the Company’s business, financial condition and results of operations.

Using full-year 2023 cement revenues of $725.5 million as a baseline, a hypothetical 10% change in average selling price of the cement product line would impact full-year cement product line revenues by $72.6 million.

Cement is a key raw material in the production of ready mixed concrete.

The Company may be unable to pass along increases in the costs of cement and raw materials to customers in the form of price increases for the Company’s products.

A hypothetical 10% change in cement costs in 2024 compared with 2023, assuming constant volumes, would change the ready mixed concrete product line cost of sales by $29.2 million.

While increases in cement pricing may negatively impact the profitability of the Company's ready mixed concrete operations, the cement business would benefit, although the positive impact may not reflect a direct correlation to the impact to the ready mixed concrete business.

| Form 10-K ♦ Page 67 | |  |

The Company supplies aggregates (crushed stone, sand and gravel) through its network of approximately [removed: 360] [added: 390] quarries, mines and distribution yards in 28 states, Canada and The Bahamas.

In [removed: 2023,] [added: 2024,] aggregates gross profit accounted for [removed: 68%] [added: 76%] of the Company’s [removed: consolidated] total [added: reportable segment] gross profit.

The aggregates, cement, ready mixed [removed: concrete and] [added: concrete,] asphalt and paving operations are reported collectively as the “Building Materials business”.

On February 9, 2024, the Company [removed: closed] [added: completed] the sale of its South Texas cement business and certain of its related ready mixed concrete operations to CRH Americas Materials, Inc., a subsidiary of CRH plc, for $2.1 billion in cash.

Specifically, the divested facilities included the Hunter cement plant in New Braunfels, Texas, related cement distribution terminals and 20 ready mixed concrete plants [removed: serving] [added: that served] the Austin and San Antonio region.

On [removed: February 11,] [added: April 5,] 2024, the Company [removed: entered into a definitive agreement to acquire] [added: completed the acquisition of] 20 active aggregates operations in Alabama, South Carolina, South Florida, [removed: Tennessee,] [added: Tennessee] and Virginia from affiliates of Blue Water Industries LLC (BWI Southeast) for $2.05 billion in cash.

The BWI Southeast acquisition complements Martin Marietta’s existing geographic footprint in the [removed: dynamic] southeast region by [removed: allowing the Company to expand] [added: expanding] into new growth platforms in target [removed: markets] [added: markets,] including [removed: Nashville] [added: Tennessee] and [removed: Miami.][added: South Florida.]

For more information on the organization and geographic area of the Company’s business segments, see [removed: “[Note] [added: [Note] A: Accounting [removed: Policies](#note_a_accounting_policies)”] [added: Policies](#note_a_accounting_policies)] and [removed: “[Note] [added: [Note] O: [removed: Segments](#note_p_segments)”] [added: Segments](#note_p_segments)] of the [removed: “Notes] [added: [Notes] to Financial [removed: Statements”] [added: Statements](#notes_to_financial_statements)] of the Company’s consolidated financial statements, which appear in [removed: Item] [added: [Item] 8, [removed: “[Financial] [added: Financial] Statements and Supplementary [removed: Data](#item_8_financial_statements_supplementar),”] [added: Data](#item_8_financial_statements_supplementar)] of this Annual Report on Form 10-K (this Form 10-K), which information is incorporated by reference.

| Form 10-K ♦ Page 1 | | [removed: ] [added: ] |

Therefore, erratic weather patterns, seasonal [removed: changes,] [added: changes] and other weather-related conditions, including precipitation, flooding, hurricanes, snowstorms, extreme temperatures, wildfires, earthquakes and droughts, can significantly affect production schedules, shipments, costs, efficiencies and profitability.

The Building Materials business markets its products primarily to the construction industry, with [removed: 36%] [added: 37%] of its [removed: 2023] [added: 2024] aggregates shipments sold to [removed: contractors] [added: customers] in connection with highway and other public infrastructure projects and the balance of its shipments sold primarily to [removed: contractors] [added: customers] for nonresidential and residential construction projects.

Funding of public infrastructure, historically the Company’s largest end-use market, is discussed in greater detail under [removed: “[Building] [added: [Building] Materials Business’ Key Considerations—Public [removed: Infrastructure](#bmbs_key_consideration_public_infra)”] [added: Infrastructure](#bmbs_key_consideration_public_infra)] in [Item 7, [removed: “Management’s] [added: Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#item_7_managements_discussion_analysis_f),’’] [added: Operations](#item_7_managements_discussion_analysis_f)] of this Form 10-K.

The ten largest revenue-generating states (Texas, North Carolina, Colorado, California, Georgia, [added: Florida,] Minnesota, Arizona, [removed: Iowa, Florida] [added: South Carolina] and [removed: Indiana)] [added: Iowa)] accounted for [removed: 82%] [added: 81%] of the Building Materials business’ [removed: total] revenues in [removed: 2023.][added: 2024.]

The Building Materials business is accordingly affected by the economies in these regions and has been adversely affected in part by [added: episodic] recessions and weaknesses in these economies [removed: from time to time] and may be affected by [removed: a decline] [added: future declines] in economic conditions, such as [removed: recession,] [added: recessions,] economic [removed: downturn] [added: downturns] or inflationary [removed: conditions in the future.][added: conditions.]

Proximity of quarry facilities to customers’ [added: plants,] construction sites or [removed: to] long-haul transportation corridors is an important factor in competition for [added: the sale of] aggregates [removed: businesses.][added: products.]

[removed: As a general rule,] [added: Generally,] the distance [removed: truck] shipments travel [added: by truck] from [removed: an individual] [added: a given] quarry is limited because the cost of transporting processed aggregates to customers is high in relation to the price of the product itself.

The Company’s distribution network moves aggregates materials from certain domestic and offshore sources via its long-haul rail and waterborne distribution [removed: network,] [added: network] to markets where aggregates supply is limited.

The Company’s rail network primarily serves its Texas, [removed: Florida, Colorado] [added: Southeast] and Gulf Coast markets, while the Company’s locations in The Bahamas and Nova Scotia transport materials via oceangoing ships.

The Company’s strategic focus includes expanding inland and offshore capacity and acquiring distribution facilities and port locations to offload [added: and sell] transported material.

[removed: At] [added: As of] December 31, [removed: 2023,] [added: 2024,] the Company’s aggregates distribution facilities consisted of [removed: 76] [added: 78 distribution] yards.

The Company has [removed: long-term] agreements with shipping companies to provide [removed: ships] [added: vessels] to transport its aggregates to various coastal ports.

| Form 10-K ♦ Page 2 | | [removed: ] [added: ] |

Production costs are generally higher at underground mines than surface quarries [removed: since] [added: because] the depth of the aggregates deposits and the access to the reserves result in higher costs related to development, explosives and depreciation costs.

The Company’s Board of Directors and management continue to review and monitor the Company’s long-term strategic plans, commonly referred to as SOAR (Strategic Operating Analysis and Review), which include assessing portfolio optimization strategies [removed: that include] [added: such as] business combinations and arrangements with other companies engaged in similar businesses, investing in internal expansion projects in high-growth markets, divesting businesses or nonoperating assets that are not core or do not further management’s strategy and pursuing new opportunities in the Company’s existing markets or new markets.

The Company’s aggregates reserves average [removed: approximately 75] [added: more than 85] years, based on the [removed: 2023] [added: 2024] annual production level.

Moreover, environmental, zoning and land use regulations will likely make it [removed: harder] [added: more difficult] for the Company to expand its existing quarries or develop new quarry operations.

The Company generally maintains inventories of aggregates products in sufficient quantities to meet [removed: the requirements of customers.][added: customer requirements.]

Clinker is the [removed: initial] [added: intermediate] product in cement production, and the [removed: two] Texas production [removed: facilities had a combined] [added: facility has an] annual clinker capacity of [removed: 4.5] [added: 2.4] million [removed: tons in 2023.][added: tons.]

The Company [removed: is currently undertaking] [added: completed] a finishing capacity expansion project at the Midlothian [removed: plant, which is expected to be completed] [added: plant] in [removed: mid-2024 and] [added: August 2024, which] will provide [removed: 0.5] [added: 0.45] million tons of [removed: annual] incremental [added: annual] cement [added: production] capacity.

Further, the Company has converted its [removed: plants] [added: Midlothian plant] to manufacture a less carbon-intensive Portland limestone cement, known as Type 1L, which has been approved by the Texas Department of [removed: Transportation.][added: Transportation and allows the production of more cement with less clinker.]

[removed: The cement grade limestone reserves at the Hunter production facility in New Braunfels, Texas, were included with the February 2024 divestiture to CRH Americas Materials, Inc.] Management believes that its reserves of limestone are sufficient to permit production at its cement [removed: plants] [added: plant] at the current operational levels for the foreseeable future.

| Form 10-K ♦ Page 3 | | [removed: ] [added: ] |

The Company's cement [removed: operations] [added: operation] generally [removed: deliver their] [added: delivers its] products upon receipt of customer orders or requests.

Inventory for products is generally maintained in sufficient quantities to meet [added: customers'] rapid delivery [removed: requirements of customers.][added: requirements.]

The [removed: aggregates] [added: aggregate] used for ready mixed concrete is a washed material with limited amounts of fines (such as dirt and clay).

Asphalt is most commonly used in surfacing roads and parking lots and consists of liquid asphalt, or [removed: bitumen, the] [added: bitumen (the] binding [removed: medium,] [added: medium),] and aggregates.

As of December 31, [removed: 2023,] [added: 2024,] the Company operated 38 asphalt plants in Arizona, California, Colorado and Minnesota.

These magnesia-based chemical products have varying uses, including flame retardants, wastewater treatment, pulp and paper production and other [removed: environmental] applications.

In [removed: 2023, 66%] [added: 2024, 59%] of Magnesia Specialties’ [removed: total] revenues were attributable to chemical products, [removed: 33%] [added: 40%] to lime, and 1% to stone sold as construction materials.

Inventory for products is generally maintained in sufficient quantities to meet [added: customers'] rapid delivery [removed: requirements of customers.][added: requirements.]

The Company was formed in 1993 as a North Carolina corporation to serve as successor to the operations of the materials group of the organization that is now Lockheed Martin Corporation.

An initial public offering of a portion of the Company’s common stock was completed in 1994, followed by a tax-free exchange transaction in 1996 that resulted in 100% of the Company’s common stock being publicly traded.

The Company completed over 100 acquisitions, as well as a number of strategic dispositions, from the time of its initial public offering until the present, which allowed the Company to enhance and expand its aggregates-led presence in the building materials marketplace.

On January 12, 2024, the Company acquired Albert Frei & Sons, Inc., a leading aggregates producer in Colorado.

This acquisition provides more than 60 years (at current production levels) of high-quality, hard rock reserves to better serve new and existing customers and enhances the Company's aggregates platform in the Denver metropolitan area.

This divestiture optimized the Company's portfolio and product mix and provided proceeds the Company used to consummate the Blue Water Industries LLC acquisition discussed below.

The transaction resulted in a pretax gain of $1.3 billion.

During October 2024, the Company acquired pure aggregates assets in South Florida and Southern California.

In December 2024, the Company completed an aggregates-led, bolt-on acquisition in West Texas.

As of December 31, 2024, the Company has one production facility in Midlothian, Texas, south of Dallas/Fort Worth, which produces Portland and specialty cements.

As of December 31, 2024, the Company operated 72 ready mixed concrete plants in Arizona and Texas.

is dependent upon a single customer or upon a few customers.

The direct costs

The Company frequently

The EESH Committee reports to the full Board.

The Company has continued its rollout of Portland

In addition, the Company's California operations are at risk for wildfires and water use restrictions in the event of severe drought conditions.

The Company’s principal union contracts for the Magnesia Specialties

Prescription drug coverage;

The Company believes that a diverse employee base strengthens its talent pipeline and increases employee engagement and retention.

evolve a shared vision and future.

The Company offers three employee resource groups — Military and Veterans Community, Multicultural Employee Resource Group (MERGE) and Women Who Build — that provide opportunities for all employees to share their varied perspectives and experiences, grow their internal networks, develop their careers and give back to their communities.

The heavy-side construction business is conducted outdoors.

In August 2024, we completed a finishing capacity expansion project at our Midlothian cement facility that added 0.45 million tons of annual incremental cement production capacity.

In addition, in October 2023, California adopted its California Climate Accountability Package which includes annual reporting of Scope 1, Scope 2 and Scope 3 emissions on a

Throughout 2024, unprecedented storms and flooding caused operational delays and challenges across much of the Company's geographic footprint.

While the Federal Reserve lowered interest rates several times during 2024, they remain above historical levels.

Such events may include,

On May 3, 2023, the Company divested its Stockton cement import terminal in California.

On October 31, 2023, the Company divested the Tehachapi, California cement plant for $315.0 million in cash.

In connection with the Tehachapi cement plant transaction, the Company recorded a $26.3 million pretax loss on divestiture in discontinued operations.

Since October 1, 2021 and through their respective divestiture dates, the aforementioned California operations were classified as assets held for sale and reported as discontinued operations.

As of December 31, 2023, the Company has largely concluded the planned asset sales from the 2021 Lehigh Hanson, Inc. West Region business (Lehigh West Region) acquisition.

On January 16, 2024, the Company completed the acquisition of Albert Frei & Sons, Inc., a leading aggregates producer in Colorado, securing more than 60 years (at 2023 production levels) of high-quality, hard rock reserves.

This transaction enhances the Company's aggregates platform in the high-growth Denver metropolitan area.

This divestiture optimizes the Company's portfolio and product mix and provides additional balance sheet flexibility to redeploy net proceeds into pure-play aggregates acquisitions.

These operations are reported in the West Group and classified as assets held for sale as of December 31, 2023.

The transaction is expected to close during 2024, subject to regulatory approvals and other customary closing conditions.

| | | |

| --- | --- | --- |

Part I ♦ Item 1 – Business

In 2023, aggregates shipments decreased 4.3%, largely reflective of the Company's value-over-volume strategy and moderating demand resulting from the affordability-driven residential slowdown and a softening in warehouse and data center construction demand.

At December 31, 2023, the Company had production facilities in Midlothian, Texas, south of Dallas/Fort Worth, and New Braunfels, Texas, north of San Antonio.

These plants, which produce Portland and specialty cements, operated at 71% utilization in 2023.

The Midlothian plant permit allows the Company to expand production by up to 0.8 million additional tons.

On February 9, 2024, the Company closed the sale of it South Texas cement business and related cement distribution terminals.

The Company in 2023 owned more than 600 million tons of limestone reserves adjacent to its Texas cement production plants on Company-owned property.

Energy accounted for 18% of the cement total cost of revenues, excluding inventory change, in 2023.

Therefore, cement profitability is affected by changes in energy prices and the available supply of these products.

The Company currently has fixed-price supply contracts for portions of its natural gas, electricity and coal needs, but also consumes alternative fuel and petroleum coke.

Further, profitability of the cement operations is also impacted by kiln maintenance, which typically is planned but requires a plant to be shut down for a period of time.

As of December 31, 2023, the Company operated 82 ready mixed concrete plants in Arizona and Texas, of which 20 plants located in the Austin and San Antonio region are classified as assets held for sale.

These 20 plants were subsequently divested on February 9, 2024.

A significant portion of the 275,000-ton dolomitic lime capacity from a lime kiln at Woodville, Ohio is committed under a long-term supply contract.

In 2023, 78% of the lime shipments in the Magnesia Specialties business was sold to third-party customers, while the remaining 22% was used internally as a raw material in making the business’ chemical products.

In 2023, 38% of the Magnesia Specialties’ total revenues were attributable to products used in the steel industry, primarily dolomitic lime.

The dolomitic lime business runs most profitably at 70% or greater domestic steel capacity utilization.

According to the Federal Reserve, domestic steel capacity utilization averaged 74% of capacity in 2023 versus 75% of capacity in 2022.

For 2023, the Company’s average cost per MMBtu (1,000,000 British thermal units) of natural gas decreased 19% versus 2022.

Capacity for cement plants is often stated in terms of clinker capacity.

According to the Portland Cement Association, United States cement production is widely dispersed, with the top five companies collectively producing approximately 57% of U.S. clinker capacity.

An estimated 85% of U.S. clinker capacity is owned by companies headquartered outside of the United States.

The Company’s cement operations also compete with imported cement because of the higher value of the product and the existence of major ports or terminals in Texas.

The Company’s ready mixed concrete and asphalt and paving operations are also in markets with numerous operators, large and small.

For additional information regarding compliance with legal

In 2021, a pair of executive orders and a presidential memorandum were issued making climate change central to U.S. policy and setting out several administrative priorities and undertakings to reduce GHG emissions.

The United States reentered the Paris Agreement in January 2021 and later announced the U.S. reduction commitments under the Paris Agreement, including a 50% to 52% economy-wide reduction in net GHG emissions from 2005 levels by 2030.

The United States also entered a pact with 103 countries and jurisdictions, known as the Global Methane Pledge, to reduce global methane emissions by 30% from 2020 levels by the end of the decade.

The Company was not required to pay any penalties in [removed: 2023] [added: 2024] for failure to disclose certain “reportable transactions” under Section 6707A of the Internal Revenue Code.

See also [removed: “[Note] [added: [Note] N: Commitments and [removed: Contingencies](#note_o_commitments)”] [added: Contingencies](#note_o_commitments)] of the [removed: “[Notes] [added: [Notes] to Financial [removed: Statements](#notes_to_financial_statements)”] [added: Statements](#notes_to_financial_statements)] of the Company’s consolidated financial statements included under [Item 8, [removed: “Financial] [added: Financial] Statements and Supplemental [removed: Data,”](#item_8_financial_statements_supplementar)] [added: Data](#item_8_financial_statements_supplementar)] of this Form 10-K and the [removed: “[Environmental] [added: [Environmental] Regulation and [removed: Litigation](#mda_environmental_reg_and_lit)”] [added: Litigation](#mda_environmental_reg_and_lit)] section included under [Item 7, [removed: “Management’s] [added: Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations,”](#item_7_managements_discussion_analysis_f)] [added: Operations](#item_7_managements_discussion_analysis_f)] of this Form 10-K.

For the fiscal year ended December [removed: 31, 2023][added: 31, 2024]

As of June 30, [removed: 2023,] [added: 2024,] the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was [removed: $25,108,651,455] [added: $29,035,890,412] based on the closing sale price as reported on the New York Stock Exchange.

| Class | | Outstanding at February [removed: 20, 2024] [added: 17, 2025] |

| Common Stock, $.01 par value per share | | [removed: 61,822,465] [added: 60,974,146] shares |

| Proxy Statement for the Annual Meeting of Shareholders to be held May [removed: 16, 2024] [added: 15, 2025] (Proxy Statement) | | Part III |

| ITEM 1A. | [RISK FACTORS](#item_1a_risk_factors) | [removed: 14] [added: 13] |

| ITEM 1B. | [UNRESOLVED STAFF COMMENTS](#item_1b_unresolved_staff_comments) | [removed: 27] [added: 25] |

| ITEM 1C. | [CYBERSECURITY](#item_1c_cybersecurity) | [removed: 28] [added: 26] |

| ITEM 2. | [PROPERTIES](#item_2_properties) | [removed: 29] [added: 27] |

| ITEM 3. | [LEGAL PROCEEDINGS](#item_3_legal_proceedings) | [removed: 33] [added: 31] |

| ITEM 4. | [MINE SAFETY DISCLOSURES](#item_4_mine_safety_disclosures) | [removed: 33] [added: 31] |

| [INFORMATION ABOUT OUR EXECUTIVE OFFICERS](#information_about_our_executive_ficers) | | [removed: 33] [added: 31] |

| [PART II](#part_ii) | | [removed: 34] [added: 32] |

| ITEM 5. | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES](#item_5_market_for_registrants_common_equ) | [removed: 34] [added: 32] |

| ITEM 6. | [RESERVED](#item_6_reserved) | [removed: 35] [added: 33] |

| ITEM 7. | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](#item_7_managements_discussion_analysis_f) | [removed: 36] [added: 34] |

| ITEM 7A. | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](#item_7a_quantitative_qualitative_disclos) | [removed: 66] [added: 62] |

| ITEM 8. | [FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA](#item_8_financial_statements_supplementar) | [removed: 68] [added: 63] |

| ITEM 9. | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE](#item_9_changes_in_disagreements_with_acc) | [removed: 111] [added: 104] |

| ITEM 9A. | [CONTROLS AND PROCEDURES](#item_9a_controls_procedures) | [removed: 111] [added: 104] |

| ITEM 9B. | [OTHER INFORMATION](#item_9b_or_information) | [removed: 112] [added: 105] |

| ITEM 9C. | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](#item_9c_foreign_jurisdictions) | [removed: 112] [added: 105] |

| [PART III](#part_iii) | | [removed: 113] [added: 106] |

| ITEM 10. | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](#item_10_directors_executive_ficers_corpo) | [removed: 113] [added: 106] |

| ITEM 11. | [EXECUTIVE COMPENSATION](#item_11_executive_compensation) | [removed: 113] [added: 106] |

| ITEM 12. | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS](#item_12_security_ownership_of_certain_be) | [removed: 113] [added: 106] |

| ITEM 13. | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE](#item_13_certain_relationships_related_tr) | [removed: 113] [added: 106] |

| ITEM 14. | [PRINCIPAL ACCOUNTANT FEES AND SERVICES](#item_14_principal_accountant_fees_servic) | [removed: 113] [added: 106] |

| ITEM 15. | [EXHIBITS AND FINANCIAL STATEMENT SCHEDULES](#item_15_exhibits_financial_statement_sch) | [removed: 114] [added: 107] |

| ITEM 16. | [FORM 10-K SUMMARY](#item_16_form_10k_summary) | [removed: 120] [added: 113] |

a c9

| [PART IV](#part_iv) | | 107 |

| [SIGNATURES](#signatures) | | 114 |

c9

| [PART IV](#part_iv) | | 114 |

| [SIGNATURES](#signatures) | | 121 |

| Form 10-K ♦ Page [removed: 27] [added: 25] | | [removed: ] [added: ] |

ITEM 1C – CYBERSECURITY

Risk Management and Strategy

Martin Marietta prioritizes the management of cybersecurity risk and the protection of information across the enterprise by embedding data protection and cybersecurity risk management in its operations.

The Company’s processes for assessing, identifying and managing material risks from cybersecurity threats have been integrated into the Company’s overall risk management system and processes.

As a foundation of this approach, the Company has implemented a layered governance framework designed to assess, identify and manage cybersecurity risks.

Martin Marietta’s cybersecurity policies encompass incident response procedures and information security.

To develop these policies and procedures, the Company monitors privacy and cybersecurity laws, regulations and guidance applicable thereto, as well as proposed privacy and cybersecurity laws, regulations, guidance and emerging risks.

The Company partners with leading cybersecurity firms and organizations, utilizing third-party technology and expertise, to monitor and evaluate the performance and effectiveness of its cybersecurity controls and defenses and to supplement the expertise that the Company’s security managers possess.

Furthermore, the Company conducts assessments of information technology and cybersecurity third-party providers during the initial review process and periodically thereafter.

As described in [Item 1A, Risk Factors](#item_1a_risk_factors) of this Form 10-K, the Company faces risks from cybersecurity threats that could have material adverse effect on its business including its business strategy, results of operations or financial condition.

While the Company has experienced attacks on the security of its information technology systems to date, management is not aware that the Company has experienced a material cybersecurity incident during the 2024 fiscal year.

Governance

As part of its overall risk management approach, the Company prioritizes the identification and management of cybersecurity risk at several levels, including Board oversight, day-to-day executive risk management and employee training.

The Audit Committee, comprised of independent directors from the Board, oversees the Board’s responsibilities relating to the operational (including information technology risks, business continuity and data security) risk affairs of the Company.

The Audit Committee is informed of such risks through quarterly reports from the Senior Vice President, Chief Information Officer (CIO), who oversees the implementation and compliance of information security standards and mitigation of cybersecurity related risks, assesses and manages the cyber risk management program, determines when third-party cybersecurity experts should be consulted, informs senior management regarding the prevention, detection, mitigation and remediation of cybersecurity incidents with the support of the cybersecurity incident management team and supervises such efforts.

The Company’s cybersecurity incident management team has decades of experience selecting, deploying and operating cybersecurity technologies, initiatives and processes as well as managing enterprise risk.

The Incident Response Leadership Committee, which includes senior executives across the Company, is alerted as appropriate to cybersecurity incidents, and the CIO is responsible for communicating to the Audit Committee regarding the activities of the Incident Response Leadership Committee, as appropriate.

The CIO has over 20 years of experience in information technology and business operations.

He holds a Master of Business Administration and a Bachelor of Engineering as well as various business and strategic leadership certificates.

The Company's Vice President (VP), Infrastructure and Security, who reports directly to the CIO, is responsible for day-to-day assessment and management of cybersecurity risk and the Company’s cybersecurity incident management team and acts as a chief information security officer.

The VP, Infrastructure and Security has 38 years of information technology experience including 22 years of experience in information security.

Additionally, he holds various information technology certificates, including Certified Information Systems Security Professional and Certified Information Security Manager certificates.

The Company holds annual employee trainings on cybersecurity, conducts phishing tests and generally seeks to promote awareness of cybersecurity risk through communication and education of its employees.

| | | |

| --- | --- | --- |

| Form 10-K ♦ Page 26 | |  |

Part I ♦ Item 2 – Properties

As of December 31, [removed: 2023,] [added: 2024,] the Company processed or shipped aggregates from [removed: 357] [added: 389] quarries, mines and distribution yards in 28 states, Canada and The Bahamas.

The Company’s aggregates reserves, on average, represent [removed: approximately 75] [added: more than 85] years at the [removed: 2023] [added: 2024] annual production level.

As of December 31, [removed: 2023,] [added: 2024,] the Company operated [removed: 76] [added: 78] aggregates distribution yards.

In total, aggregates locations (quarries, mines and distribution yards) include [removed: 160] [added: 191] located on land owned by the Company free of major encumbrances, [removed: 119] [added: 121] on leased land, [removed: 66] [added: 64] on land owned in part and leased in part and [removed: 12] [added: 13] on facilities neither owned nor leased where raw materials are removed under an agreement.

In addition, as of December 31, [removed: 2023,] [added: 2024,] the Company processed and shipped ready mixed concrete and asphalt products from [removed: 120] [added: 110] properties in five states, of which [removed: 94] [added: 84] are located on land owned by the Company free of major encumbrances, 22 are on leased land and 4 are on land owned in part and leased in part.

An overview of the Company’s quarrying and mining operations is included in [removed: “[Business—Building] [added: [Business—Building] Materials [removed: Business](#item_1_business_bmb)”] [added: Business](#item_1_business_bmb)] and [removed: “[Business—Environmental] [added: [Business—Environmental] and Governmental [removed: Regulations](#item_1_business_environmental),”] [added: Regulations](#item_1_business_environmental)] included in [Item 1, [removed: “Business”](#item_1_business)] [added: Business](#item_1_business)] of this Form 10-K, which is incorporated herein by reference.

[removed: ][added: ]

[removed: A mineral resource is a] reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable.

An indicated mineral resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of [added: adequate geological evidence and sampling in sufficient detail to support mine planning and evaluation of the economic viability of the deposit of the material to be quarried or mined.]

| Form 10-K ♦ Page [removed: 29] [added: 27] | | [removed: ] [added: ] |

For additional information on the Company’s assessment of reserves, see [removed: “[Management’s] [added: [Management’s] Discussion and Analysis of Financial Condition and Results of Operations – Other Financial Information - Critical Accounting Policies and Estimates - Property, Plant and [removed: Equipment](#mda_critical_accounting_policies_ppe)”] [added: Equipment](#mda_critical_accounting_policies_ppe)] included under [removed: Item] [added: [Item] 7, [removed: “[Management’s] [added: Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#item_7_managements_discussion_analysis_f),”] [added: Operations](#item_7_managements_discussion_analysis_f)] of this Form 10-K.

Set forth in the tables below are the Company’s estimates as of December 31, [removed: 2023] [added: 2024] of proven and probable mineral reserves of aggregates (crushed stone and sand and gravel) and measured, indicated and inferred mineral resources of aggregates (exclusive of proven and probable reserves), shown on a geographic division basis.

The Central Division includes Indiana, Iowa, Kansas, Kentucky, Minnesota, Missouri, Nebraska, [removed: Ohio] [added: Ohio, Tennessee] and West Virginia.

The reserve estimates shown were determined to be economically mineable using a reasonable and justifiable price for salable product based on the average selling price for the year ended December 31, [removed: 2022 with respect to each division for each product category of aggregates resources.][added: 2023]

| Form 10-K ♦ Page [removed: 30] [added: 28] | | [removed: ] [added: ] |

| Summary Mineral Resources At End of Fiscal Year Ended December 31, [removed: 20231,2] [added: 20241,2] | | | | | | | | | | | | | | | | |

| East Division | | 144,299 | | Crushed Stone | | [removed: 30,584] [added: 442,984] | | Crushed Stone | | [removed: 174,883] [added: 587,283] | | Crushed Stone | | [removed: —] [added: 695,850] | | Crushed Stone |

| East Division | | — | | Sand & Gravel | | — | | Sand & Gravel | | — | | Sand & Gravel | | [removed: —] [added: 11,270] | | Sand & Gravel |

| Summary Mineral ReservesAt End of Fiscal Year Ended December 31, [removed: 2023] [added: 2024] 1,2 | | | | | | | | | | | | |

| East Division | | [removed: 4,489,113] [added: 4,510,536] | | Crushed Stone | | [removed: 3,692,657] [added: 4,181,925] | | Crushed Stone | | [removed: 8,181,770] [added: 8,692,461] | | Crushed Stone |

The tons presented were determined to be economically mineable using the [removed: 2022] [added: 2023] average selling price per ton for that product category in that geographic division.

The average selling price per ton used for crushed stone for the East Division, Central Division, Southwest Division and West Division was [removed: $17.22, $15.57, $11.88] [added: $19.93, $18.46, $14.35] and [removed: $14.02,] [added: $16.31,] respectively.

The average selling price per ton used for sand and gravel for the East Division, Central Division, Southwest Division and West Division was [removed: $11.33, $11.54, $14.08] [added: $11.92, $13.27, $17.30] and [removed: $16.23,] [added: $18.80,] respectively.

| | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | |

| Aggregates | | | [removed: 208.5] [added: 190.8] | | | | [removed: 214.5] [added: 208.5] | | | | [removed: 199.6] [added: 214.5] | |

| Cement limestone | | | [removed: 6.1] [added: 3.3] | | | | [removed: 6.6] [added: 6.1] | | | | [removed: 5.4] [added: 6.6] | |

| Magnesia Specialties limestone | | | [removed: 3.5] [added: 3.1] | | | | [removed: 2.9] [added: 3.5] | | | | [removed: 3.0] [added: 2.9] | |

| Total | | | [removed: 218.1] [added: 197.2] | | | | [removed: 224.0] [added: 218.1] | | | | [removed: 208.0] [added: 224.0] | |

| Form 10-K ♦ Page [removed: 31] [added: 29] | | [removed: ] [added: ] |

As of December 31, [removed: 2023,] [added: 2024,] the Company processed or shipped cement from [removed: seven] [added: three] properties, [added: all] of which [removed: six] are located on land owned by the Company free of major [removed: encumbrances and one is located on land owned in part and leased] [added: encumbrances,] in [removed: part.][added: Midlothian, Texas, south of Dallas/Fort Worth.]

The following table summarizes certain information about the Company’s cement [removed: manufacturing facilities] [added: production facility,] at December 31, [removed: 2023:][added: 2024:]

Reserves identified with the [removed: facilities] [added: facility] shown above are contained on approximately [removed: 3,000] [added: 1,400] acres of land owned by the Company.

As of December 31, [removed: 2023,] [added: 2024,] the Company estimated its total proven and probable limestone reserves on such land to be approximately [removed: 667] [added: 215] million tons, which are included in the Summary Mineral Reserves table.

The Company’s cement manufacturing [removed: facilities include] [added: facility includes] kilns, crushers, pre-heaters/calciners, coolers, finish mills and other equipment used to process limestone and other raw materials into cement, as well as equipment used to extract and transport the limestone from the adjacent quarries.

[removed: These] [added: This] cement manufacturing [removed: facilities are] [added: facility is] served by rail and truck.

As of December 31, [removed: 2023,] [added: 2024,] the Company also operated, directly or through third parties, [removed: 5] [added: 2] cement distribution [removed: terminals, of which 3 are classified as assets held for sale.][added: terminals.]

During [removed: 2023,] [added: 2024,] the principal properties of the aggregates operations were believed to be utilized at average productive capacities of approximately [removed: 75%] [added: 71%] and were capable of supporting a higher level of market demand.

During [removed: 2023,] [added: 2024,] the [added: Midlothian,] Texas cement [removed: kilns] [added: kiln] operated on average at [removed: 71%] [added: 72%] utilization.

[removed: In the current operating environment, where monthly steel utilization ranged between 70% and 76% in 2023, any] [added: Any] unplanned change in costs or customers introduces volatility to the earnings of the Magnesia Specialties segment.

The dolomitic lime business of the Magnesia Specialties segment operated at [removed: 77%] [added: 73%] utilization in [removed: 2023.][added: 2024.]

The following map presents the locations of these quarries and underground mines as of December 31, 2024:

A mineral resource is a

with respect to each division for each product category of aggregates resources.

| Total crushed stone | | 205,619 | | | | 473,286 | | | | 678,905 | | | | 695,850 | | |

| West Division | | 68,839 | | Sand & Gravel | | 125,091 | | Sand & Gravel | | 193,930 | | Sand & Gravel | | — | | Sand & Gravel |

| Total sand & gravel | | 69,941 | | | | 160,481 | | | | 230,422 | | | | 11,270 | | |

| Central Division | | 1,546,300 | | Crushed Stone | | 1,219,615 | | Crushed Stone | | 2,765,915 | | Crushed Stone |

| Southwest Division | | 1,999,687 | | Crushed Stone | | 1,506,529 | | Crushed Stone | | 3,506,216 | | Crushed Stone |

| West Division | | 413,766 | | Crushed Stone | | 526,325 | | Crushed Stone | | 940,091 | | Crushed Stone |

| Total crushed stone | | 8,470,289 | | | | 7,434,394 | | | | 15,904,683 | | |

| East Division | | 87,809 | | Sand & Gravel | | 98,374 | | Sand & Gravel | | 186,183 | | Sand & Gravel |

| Central Division | | 211,857 | | Sand & Gravel | | 94,472 | | Sand & Gravel | | 306,329 | | Sand & Gravel |

| Southwest Division | | 52,373 | | Sand & Gravel | | 146,416 | | Sand & Gravel | | 198,789 | | Sand & Gravel |

| West Division | | 227,561 | | Sand & Gravel | | 16,522 | | Sand & Gravel | | 244,083 | | Sand & Gravel |

| Total sand & gravel | | 579,600 | | | | 355,784 | | | | 935,384 | | |

The following map presents the locations of these quarries and underground mines, including the limestone location adjacent to the Hunter cement plant in New Braunfels, Texas, that is classified as held for sale, as of December 31, 2023:

adequate geological evidence and sampling in sufficient detail to support mine planning and evaluation of the economic viability of the deposit of the material to be quarried or mined.

The Company has no inferred resources as of December 31, 2023.

| Total crushed stone | | 205,619 | | | | 60,886 | | | | 266,505 | | | | — | | |

| West Division | | 59,839 | | Sand & Gravel | | 143,191 | | Sand & Gravel | | 203,030 | | Sand & Gravel | | — | | Sand & Gravel |

| Total sand & gravel | | 60,941 | | | | 178,581 | | | | 239,522 | | | | — | | |

| Central Division | | 1,577,555 | | Crushed Stone | | 1,215,242 | | Crushed Stone | | 2,792,797 | | Crushed Stone |

| Southwest Division | | 2,212,061 | | Crushed Stone | | 1,697,084 | | Crushed Stone | | 3,909,145 | | Crushed Stone |

| West Division | | 297,904 | | Crushed Stone | | 600,000 | | Crushed Stone | | 897,904 | | Crushed Stone |

| Total crushed stone | | 8,576,633 | | | | 7,204,983 | | | | 15,781,616 | | |

| East Division | | 61,645 | | Sand & Gravel | | 109,419 | | Sand & Gravel | | 171,064 | | Sand & Gravel |

| Central Division | | 214,628 | | Sand & Gravel | | 68,654 | | Sand & Gravel | | 283,282 | | Sand & Gravel |

| Southwest Division | | 53,741 | | Sand & Gravel | | 75,111 | | Sand & Gravel | | 128,852 | | Sand & Gravel |

| West Division | | 175,393 | | Sand & Gravel | | 21,114 | | Sand & Gravel | | 196,507 | | Sand & Gravel |

| Total sand & gravel | | 505,407 | | | | 274,298 | | | | 779,705 | | |

The Company’s cement operations in 2023 included production facilities located at two sites in Texas: Midlothian, Texas, south of Dallas/Fort Worth; and New Braunfels, Texas, north of San Antonio.

The Hunter cement plant in New Braunfels, Texas, is classified as held for sale as of December 31, 2023.

| Hunter, TX | | | 2.1 | | | Dry | | 2013, 1981 | | | 140 | |

| Total | | | 4.5 | | | | | | | | | |

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in [Exhibit [removed: 95](https://www.sec.gov/Archives/edgar/data/916076/000095017024019275/mlm-ex95.htm)] [added: 95](https://www.sec.gov/Archives/edgar/data/916076/000095017025024770/mlm-ex95.htm)] to this Form 10-K.

The following sets forth certain information regarding the executive officers of Martin Marietta as of February [removed: 23, 2024:][added: 21, 2025:]

| C. Howard Nye | [removed: 61] [added: 62] | [removed: Chairman] [added: Chair] of the [removed: Board;] [added: Board,] | 2014 | |

| | | Chief Executive [removed: Officer;] [added: Officer,] | 2010 | |

| | | [removed: President;] [added: President,] | 2006 | |

| | | President of Aggregates [removed: Business;] [added: Business,] | 2010 | |

| | | [removed: Chairman] [added: Chair] of Magnesia Specialties Business | 2007 | |

| James A. J. Nickolas | [removed: 53] [added: 54] | Executive Vice President, Chief Financial Officer | 2023 | [removed: Principal Accounting Officer (2019);] Senior Vice President, Chief Financial Officer (2017-2023) |

| Roselyn R. Bar | [removed: 65] [added: 66] | Executive Vice [removed: President;] [added: President] | 2015 | [added: General Counsel (2001-2024); Corporate Secretary (1997-2024)] |

| Oliver W. Brooks | [removed: 38] [added: 39] | Senior Vice President, Enterprise Excellence | 2022 | Vice President, Strategic Planning for Southwest Division (2020-2022); General Manager, North Texas/Oklahoma District (2018-2020) |

| Robert J. Cardin | [removed: 60] [added: 61] | Senior Vice President, Controller and Chief Accounting Officer | 2019 | [removed: Vice President and Corporate Controller (2019); Corporate Controller, Chief Accounting Officer, Schweitzer-Mauduit International (2013-2019)] |

| Michael J. Petro | [removed: 40] [added: 41] | Senior Vice President, Strategy & Development | 2021 | Vice President, Strategy and Development (2018-2021) |

| Form 10-K ♦ Page [removed: 33] [added: 31] | | [removed: ] [added: ] |

| Donald A. McCunniff | 67 | Executive Vice President, Chief Human Resources Officer | 2024 | |

| Bradley D. Kohn | 56 | Senior Vice President, General Counsel and Corporate Secretary | 2024 | Senior Vice President, General Counsel, Head of Government Affairs and Corporate Secretary, Wolfspeed Inc. (2013-2024) |

| | | General Counsel; | 2001 | |

| | | Corporate Secretary | 1997 | |

| Kelly G. Bennett | 46 | Senior Vice President, Chief Human Resource Officer | 2024 | Senior Vice President, Human Resources (2023-2024); Vice President of Total Rewards (2018-2023) |

There were [removed: 705] [added: 652] holders of record of the Company’s common stock as of February [removed: 20, 2024.][added: 17, 2025.]

The following graph and accompanying table compare the five-year cumulative total return from December 31, [removed: 2018] [added: 2019] to December 31, [removed: 2023] [added: 2024] for (a) the Company’s common stock, (b) the Standard & Poor’s 500 Index, and (c) the Standard & Poor’s 500 Materials Index.

[removed: ][added: ]

| Form 10-K ♦ Page [removed: 34] [added: 32] | | [removed: ] [added: ] |

| October 1, 2024 — October 31, 2024 | | | — | | | $ | — | | | | — | | | | 11,935,338 | |

| November 1, 2024 — November 30, 2024 | | | — | | | $ | — | | | | — | | | | 11,935,338 | |

| December 1, 2024 — December 31, 2024 | | | — | | | $ | — | | | | — | | | | 11,935,338 | |

| Total | | | — | | | $ | — | | | | — | | | | 11,935,338 | |

| October 1, 2023 — October 31, 2023 | | | — | | | $ | — | | | | — | | | | 12,721,096 | |

| November 1, 2023 — November 30, 2023 | | | — | | | $ | — | | | | — | | | | 12,721,096 | |

| December 1, 2023 — December 31, 2023 | | | — | | | $ | — | | | | — | | | | 12,721,096 | |

| Total | | | — | | | $ | — | | | | — | | | | 12,721,096 | |

| Form 10-K ♦ Page [removed: 35] [added: 33] | | [removed: ] [added: ] |

| | [Statement of Responsibility and Management’s Report on](#statement_financial_responsibility_manag) [Internal Control over Financial Reporting](#statement_financial_responsibility_manag) | | [removed: 68] [added: 63] |

| | [Report of Independent Registered Public Accounting Firm](#report_independent_registered_public_acc) | | [removed: 70] [added: 65] |

| | [Consolidated Statements of Earnings –](#statements_of_earnings) [for years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#statements_of_earnings)] [added: 2022](#statements_of_earnings)] | | [removed: 72] [added: 67] |

| | [Consolidated Statements of Comprehensive Earnings –](#statements_of_comprehensive_earnings) [for years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#statements_of_comprehensive_earnings)] [added: 2022](#statements_of_comprehensive_earnings)] | | [removed: 73] [added: 68] |

| | [Consolidated Balance Sheets –](#balance_sheets) [at December 31, [removed: 2023] [added: 2024] and [removed: 2022](#balance_sheets)] [added: 2023](#balance_sheets)] | | [removed: 74] [added: 69] |

| | [Consolidated Statements of Cash Flows –](#statements_of_cash_flow) [for years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#statements_of_cash_flow)] [added: 2022](#statements_of_cash_flow)] | | [removed: 75] [added: 70] |

| | [Consolidated Statements of Total Equity –](#statements_of_equity) [for years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#statements_of_equity)] [added: 2022](#statements_of_equity)] | | [removed: 76] [added: 71] |

| | [Notes to Financial Statements](#notes_to_financial_statements) | | [removed: 77] [added: 72] |

The consolidated balance sheets for Martin Marietta, at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of earnings, comprehensive earnings, total equity and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] include amounts based on estimates and judgments and have been prepared in accordance with accounting principles generally accepted in the United States applied on a consistent basis.

| Form 10-K ♦ Page [removed: 68] [added: 63] | | [removed: ] [added: ] |

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on management’s assessment under the 2013 framework, management concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

The consolidated financial statements of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose report appears on the following pages.

| [removed: ] [added: ] | [removed: ] [added: ] |

| C. Howard Nye, [removed: *Chairman,] [added: *Chair,] President and Chief Executive Officer* | James A. J. Nickolas, *Executive Vice President and Chief Financial Officer* |

| Form 10-K ♦ Page [removed: 69] [added: 64] | | [removed: ] [added: ] |

We have audited the accompanying consolidated balance sheets of Martin Marietta Materials, Inc. and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of earnings, of comprehensive earnings, of total equity and of cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] appearing under Item [removed: 15(c)] [added: 15(a)(2)] (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the [removed: company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

| Form 10-K ♦ Page [removed: 70] [added: 65] | | [removed: ] [added: ] |

The principal considerations for our determination that performing procedures relating to the valuation of [added: mineral reserves acquired in] the [removed: projected benefit obligation for certain defined benefit plans] [added: acquisition of BWI Southeast] is a critical audit matter are [removed: the] (i) [added: the] significant judgment by management when developing the [added: fair value] estimate of the [removed: projected benefit obligation;] [added: mineral reserves acquired;] (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant [removed: assumption] [added: assumptions] related to [added: forecasted revenues, EBITDA margin and] the discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to the [removed: valuation of the projected benefit obligation,] [added: acquisition accounting,] including controls over [added: management’s valuation of] the [removed: discount rate assumption.][added: mineral reserves acquired.]

| Form 10-K ♦ Page [removed: 71] [added: 66] | | [removed: ] [added: ] |

| *years ended December 31* (in millions, except per share data) | | | [removed: 2023] [added: 2024] | | | | | [removed: 2022] [added: 2023] | | | | | [removed: 2021] [added: 2022] | | |

| Selling, general and administrative expenses | | | | [removed: 442.8] [added: 447] | | | | | [removed: 396.7] [added: 443] | | | | | [removed: 351.0] [added: 397] | |

| Acquisition, divestiture and integration expenses | | | | [removed: 12.2] [added: 50] | | | | | [removed: 9.1] [added: 12] | | | | | [removed: 57.9] [added: 9] | |

| Other operating [removed: income,] [added: (income) expense,] net | | | [added: (8] | [removed: (28.4] [added: )] | [removed: )] | | [added: (10] | [added: )] | [removed: (189.2] | [added: | 3 | | | | (15 |] ) | | | [added: (13] | [removed: (34.3] [added: )] | [added: | | (28 |] ) |

| Other nonoperating income, net | | | | [removed: (62.1] [added: (58] | ) | | | | [removed: (53.4] [added: (62] | ) | | | | [removed: (24.4] [added: (53] | ) |

| [removed: Earnings] [added: Consolidated earnings] from continuing operations before income tax [removed: expense] [added: expense] | | | | [removed: 1,492.8] | | | | | [removed: 1,091.1] | | | | | [removed: 855.5] | | [added: | | | | | | $ | 2,596 | |]

| [removed: Income tax expense |] [added: Tax effect] | | | [removed: 292.5] [added: (1] | [added: )] | | | [added: (2] | [removed: 234.8] [added: )] | | | [added: (3] | [added: )] | [removed: 153.2] | [added: Income tax expense] |

| Earnings from continuing operations | | | | [removed: 1,200.3] [added: 1,996] | | | | | [removed: 856.3] [added: 1,200] | | | | | [removed: 702.3] [added: 856] | |

| (Loss) Earnings from discontinued operations, net of income tax (benefit) expense | | | | [removed: (30.9] [added: —] | [removed: )] | | | | [removed: 10.5] [added: (30] | [added: )] | | | | [removed: 0.5] [added: 11] | |

| Consolidated net earnings | | | [added: —] | [removed: 1,169.4] | | | [added: —] | | [removed: 866.8] | | [added: —] | | | [removed: 702.8] | [added: —] | [added: | | | 867 | | | | 867 | | | | — | | | | 867 | |]

| Less: Net earnings attributable to noncontrolling interests | | | | [removed: 0.5] [added: 1] | | | | | [removed: —] [added: 1] | | | | | [removed: 0.3] [added: —] | |

| Net Earnings Attributable to Martin Marietta | | | $ | [removed: 1,168.9] [added: 1,995] | | | | $ | [removed: 866.8] [added: 1,169] | | | | $ | [removed: 702.5] [added: 867] | |

| Basic earnings per share from continuing operations attributable to common shareholders | | | $ | [removed: 19.38] [added: 32.50] | | | | $ | [removed: 13.74] [added: 19.38] | | | | $ | [removed: 11.25] [added: 13.74] | |

| Basic [added: (loss)] earnings per share from discontinued operations attributable to common shareholders | | | | [removed: (0.50] [added: —] | [removed: )] | | | | [removed: 0.17] [added: (0.50] | [added: )] | | | | [removed: 0.01] [added: 0.17] | |

| | | | $ | [removed: 18.88] [added: 32.50] | | | | $ | [removed: 13.91] [added: 18.88] | | | | $ | [removed: 11.26] [added: 13.91] | |

February 21, 2025

company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

*Acquisition of BWI Southeast – Valuation of Mineral Reserves*

As described in Note B to the consolidated financial statements, on April 5, 2024, the Company completed the acquisition of 20 active aggregates operations in Alabama, South Carolina, South Florida, Tennessee, and Virginia from affiliates of Blue Water Industries LLC (BWI Southeast) for $2.05 billion in cash, which resulted in the Company recording mineral reserves of $1.9 billion .

As disclosed by management, the fair value of mineral reserves is determined using an excess earnings approach, which requires significant judgment to estimate future cash flows based on available historical information and future expectations, as well as significant assumptions, which include forecasted revenues based on sales price and shipment volumes, EBITDA margin, forecasted expenses inclusive of production costs and capital needs, and the discount rate.

These procedures also included, among others, (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value estimate of the mineral reserves acquired; (iii) evaluating the appropriateness of the excess earnings approach; (iv) testing the completeness and accuracy of the underlying data used in the excess earnings approach; and (v) evaluating the reasonableness of the significant assumptions used by management related to forecasted revenues, EBITDA margin and the discount rate.

Evaluating management's assumptions related to forecasted revenues and EBITDA margin involved considering (i) the current and past performance of the BWI Southeast business; (ii) the current and past performance of peer companies; (iii) the consistency with external market and industry data; and (iv) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the excess earnings approach and (ii) the reasonableness of the discount rate assumption.

February 21, 2025

| Revenues | | | $ | 6,536 | | | | $ | 6,777 | | | | $ | 6,161 | |

| Cost of revenues | | | | 4,658 | | | | | 4,754 | | | | | 4,738 | |

| Gross Profit | | | | 1,878 | | | | | 2,023 | | | | | 1,423 | |

| Other operating income, net | | | | (1,326 | ) | | | | (28 | ) | | | | (190 | ) |

| Earnings from Operations | | | | 2,707 | | | | | 1,596 | | | | | 1,207 | |

| Interest expense | | | | 169 | | | | | 165 | | | | | 169 | |

| Earnings from continuing operations before income tax expense | | | | 2,596 | | | | | 1,493 | | | | | 1,091 | |

| Income tax expense | | | | 600 | | | | | 293 | | | | | 235 | |

| Consolidated net earnings | | | | 1,996 | | | | | 1,170 | | | | | 867 | |

| Consolidated Net Earnings | | | $ | 1,996 | | | | $ | 1,170 | | | | $ | 867 | |

| | | | | 39 | | | | | (12 | ) | | | | 62 | |

| | | | | 36 | | | | | (11 | ) | | | | 60 | |

| Goodwill | | | | 3,767 | | | | | 3,389 | |

| Total Assets | | | $ | 18,170 | | | | $ | 15,125 | |

| Accounts payable | | | $ | 375 | | | | $ | 343 | |

| Accrued income taxes | | | | 102 | | | | | 6 | |

| Total Liabilities | | | | 8,714 | | | | | 7,089 | |

| Commitments and Contingent Liabilities - Note N | | | | | | | | | | |

| Retained earnings | | | | 5,915 | | | | | 4,563 | |

| Total Equity | | | | 9,456 | | | | | 8,036 | |

| Consolidated net earnings | | | $ | 1,996 | | | | $ | 1,170 | | | | $ | 867 | |

| Noncash portion of asset and portfolio rationalization charge | | | | 50 | | | | | — | | | | | — | |

| Net Cash Provided by Operating Activities | | | | 1,459 | | | | | 1,528 | | | | | 991 | |

| Dividends paid | | | | (189 | ) | | | | (174 | ) | | | | (160 | ) |

| Other financing activities, net | | | | (4 | ) | | | | (1 | ) | | | | 1 | |

| Balance at December 31, 2021 | | | 62,393,990 | | | $ | 1 | | | $ | 3,470 | | | $ | (98 | ) | | $ | 3,162 | | | $ | 6,535 | | | $ | 2 | | | $ | 6,537 | |

| Balance at December 31, 2022 | | | 62,102,353 | | | | 1 | | | | 3,489 | | | | (38 | ) | | | 3,719 | | | | 7,171 | | | | 2 | | | | 7,173 | |

| Balance at December 31, 2023 | | | 61,821,421 | | | | 1 | | | | 3,519 | | | | (49 | ) | | | 4,563 | | | | 8,034 | | | | 2 | | | | 8,036 | |

| Consolidated net earnings | | | — | | | | — | | | | — | | | | — | | | | 1,995 | | | | 1,995 | | | | 1 | | | | 1,996 | |

| Repurchases of common stock | | | (785,758 | ) | | | — | | | | — | | | | — | | | | (454 | ) | | | (454 | ) | | | — | | | | (454 | ) |

| Balance at December 31, 2024 | | | 61,126,646 | | | $ | 1 | | | $ | 3,550 | | | $ | (13 | ) | | $ | 5,915 | | | $ | 9,453 | | | $ | 3 | | | $ | 9,456 | |

| | | |

| --- | --- | --- |

Part II ♦ Item 8 – Financial Statements and Supplementary Data

February 23, 2024

*Valuation of the Projected Benefit Obligation for Certain Defined Benefit Plans*

As described in Note J to the consolidated financial statements, the Company’s net projected benefit obligation for all defined benefit plans was $969.2 million as of December 31, 2023.

As disclosed by management, annually, as of December 31, management remeasures the defined benefit pension plans’ projected benefit obligation based on the present value of the projected future benefit payments to all participants for services rendered to date, reflecting expected future pay increases through the participants’ expected retirement dates.

The key assumptions used by management to estimate the projected benefit obligation are the discount rate, the expected long-term rate of return on pension plan assets, the mortality table and mortality improvement scale, and the rate of increase in future compensation levels.

These procedures also included, among others, (i) testing the completeness and accuracy of the underlying data provided by management and (ii) the involvement of professionals with specialized skill and knowledge to assist in evaluating the reasonableness of management’s estimate for certain defined benefit plans by (a) evaluating the appropriateness of management’s actuarial methodologies; (b) developing an independent range of the discount rate and comparing management's selected discount rate to the independently developed range to evaluate the reasonableness of management’s discount rate assumption; and (c) assessing the consistency of management’s actuarial methodologies period-over-period.

| Total Revenues | | | $ | 6,777.2 | | | | $ | 6,160.7 | | | | $ | 5,414.0 | |

| Total cost of revenues | | | | 4,754.6 | | | | | 4,737.4 | | | | | 4,065.6 | |

| Gross Profit | | | | 2,022.6 | | | | | 1,423.3 | | | | | 1,348.4 | |

| Earnings from Operations | | | | 1,596.0 | | | | | 1,206.7 | | | | | 973.8 | |

| Interest expense | | | | 165.3 | | | | | 169.0 | | | | | 142.7 | |

| Consolidated Net Earnings | | | $ | 1,169.4 | | | | $ | 866.8 | | | | $ | 702.8 | |

| | | | | (11.5 | ) | | | | 61.1 | | | | | 60.5 | |

| | | | | (10.7 | ) | | | | 59.1 | | | | | 60.8 | |

| Consolidated comprehensive earnings | | | | 1,158.7 | | | | | 925.9 | | | | | 763.6 | |

| Less: Comprehensive earnings attributable to noncontrolling interests | | | | — | | | | | — | | | | | 0.3 | |

| Restricted investments (to satisfy discharged debt and related interest) | | | | — | | | | | 704.6 | |

| Goodwill | | | | 3,389.5 | | | | | 3,649.5 | |

| Retained earnings | | | | 4,562.6 | | | | | 3,719.4 | |

| Total Equity | | | | 8,035.6 | | | | | 7,172.8 | |

| Consolidated net earnings | | | $ | 1,169.4 | | | | $ | 866.8 | | | | $ | 702.8 | |

| Accounts receivable, net | | | | 31.4 | | | | | (12.1 | ) | | | | (194.4 | ) |

| Inventories, net | | | | (188.7 | ) | | | | (131.7 | ) | | | | 73.2 | |

| Accounts payable | | | | (17.0 | ) | | | | (31.2 | ) | | | | 109.8 | |

| Repayment of note receivable from affiliate | | | | 6.0 | | | | | — | | | | | — | |

| Investments in life insurance contracts, net | | | | 7.4 | | | | | 7.5 | | | | | 14.9 | |

| Debt issuance and extinguishment costs | | | | (0.7 | ) | | | | (0.7 | ) | | | | (7.5 | ) |

| Dividends paid | | | | (174.0 | ) | | | | (159.1 | ) | | | | (147.8 | ) |

| Contributions by noncontrolling interest to joint venture | | | | 0.1 | | | | | — | | | | | — | |

| Proceeds from exercise of stock options | | | | 1.2 | | | | | 0.6 | | | | | 1.3 | |

| Balance at December 31, 2020 | | | 62,288,613 | | | $ | 0.6 | | | $ | 3,440.8 | | | $ | (158.4 | ) | | $ | 2,607.7 | | | $ | 5,890.7 | | | $ | 2.6 | | | $ | 5,893.3 | |

| Consolidated net earnings | | | — | | | | — | | | | — | | | | — | | | | 702.5 | | | | 702.5 | | | | 0.3 | | | | 702.8 | |

| Distribution to owners of noncontrolling interest | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.6 | ) | | | (0.6 | ) |

| Balance at December 31, 2021 | | | 62,393,990 | | | | 0.6 | | | | 3,470.4 | | | | (97.6 | ) | | | 3,161.9 | | | | 6,535.3 | | | | 2.3 | | | | 6,537.6 | |

| Balance at December 31, 2022 | | | 62,102,353 | | | | 0.6 | | | | 3,489.0 | | | | (38.5 | ) | | | 3,719.4 | | | | 7,170.5 | | | | 2.3 | | | | 7,172.8 | |

| Consolidated net earnings | | | — | | | | — | | | | — | | | | — | | | | 1,168.9 | | | | 1,168.9 | | | | 0.5 | | | | 1,169.4 | |

| Distribution to owners of noncontrolling interest | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.5 | ) | | | (0.5 | ) |

As of December 31, [removed: 2023,] [added: 2024,] an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures.

Our management’s report on internal control over financial reporting is included as the [removed: “[Statement] [added: [Statement] of Financial Responsibility and Management’s Report on Internal Controls over Financial [removed: Reporting](#statement_financial_responsibility_manag)”] [added: Reporting](#statement_financial_responsibility_manag)] in [removed: Item] [added: [Item] 8, [removed: “[Financial] [added: Financial] Statements and Supplemental [removed: Data](#item_8_financial_statements_supplementar),”] [added: Data](#item_8_financial_statements_supplementar)] of this Form 10-K.

The Company’s management concluded that the Company’s internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles as of December 31, [removed: 2023.][added: 2024.]

PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the Company’s consolidated financial statements contained herein, also audited the Company’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

The audit report is included in [removed: Item] [added: [Item] 8, [removed: “[Financial] [added: Financial] Statements and Supplementary [removed: Data](#item_8_financial_statements_supplementar),”] [added: Data](#item_8_financial_statements_supplementar)] of this Form 10-K.

There were no changes in the Company’s internal control over financial reporting during the most recently completed fiscal quarter ended December 31, [removed: 2023] [added: 2024] that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

| Form 10-K ♦ Page [removed: 111] [added: 104] | | [removed: ] [added: ] |

During the three months ended December 31, [removed: 2023,] [added: 2024,] no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or [added: adopted or terminated a] "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

| Form 10-K ♦ Page [removed: 112] [added: 105] | | [removed: ] [added: ] |

The information concerning directors of the Company, the Audit Committee of the Board of Directors, and the Audit Committee financial expert serving on the Audit Committee, all as required in response to this Item 10, is included under the captions [added: "The Board of Directors," "Proposal 1: Election of Directors" and] “Corporate Governance Matters” in the Company’s definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the close of the Company’s fiscal year ended December 31, [removed: 2023] [added: 2024] (the [removed: “2024] [added: “2025] Proxy Statement”), and that information is hereby incorporated by reference in this Form 10-K.

Information concerning Section 16(a) reporting compliance is incorporated by reference to the information appearing under the caption “Section 16(a) Reports” in the [removed: 2024] [added: 2025] Proxy Statement.

Information concerning executive officers of the Company required in response to this Item 10 is included in Part I, under the heading [removed: “[Information] [added: [Information] about our Executive [removed: Officers](#information_about_our_executive_ficers),”] [added: Officers](#information_about_our_executive_ficers)] of this Form 10-K.

The information concerning the Company’s code of ethics required in response to this Item 10 is included in Part I, under the heading [removed: “[Available Information](#available_information),”] [added: [Available Information](#available_information)] of this Form 10‑K.

The Company has adopted an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to all Company personnel, including directors, officers, employees, and other covered persons.

The Company also follows procedures for the repurchase of its securities.

The Company believes that its insider trading policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

A copy of the Company’s insider trading policy is filed as [Exhibit 19.01](https://www.sec.gov/Archives/edgar/data/916076/000095017025024770/mlm-ex19_01.htm) to this Form 10-K.

The information required in response to this Item 11 is included under the captions “Executive Compensation,” “Compensation Discussion and Analysis,” [removed: “Pay Versus Performance,”] [added: “Required Pay Disclosures,”] “Corporate Governance Matters,” “Management Development and Compensation Committee Report,” and “Compensation Committee Interlocks and Insider Participation” in the Company’s [removed: 2024] [added: 2025] Proxy Statement, and that information is hereby incorporated by reference in this Form 10-K.

The information required in response to this Item 12 is included under the captions “General Information,” “Security Ownership of Certain Beneficial Owners and Management,” and “Securities Authorized for Issuance Under Equity Compensation Plans” in the Company’s [removed: 2024] [added: 2025] Proxy Statement, and that information is hereby incorporated by reference in this Form 10-K.

The information required in response to this Item 13 is included under the captions “Compensation Committee Interlocks and Insider Participation in Compensation Decisions” and “Corporate Governance Matters” in the Company’s [removed: 2024] [added: 2025] Proxy Statement, and that information is hereby incorporated by reference in this Form 10-K.

The information required in response to this Item 14 is included under the caption “Independent Auditors” in the Company’s [removed: 2024] [added: 2025] Proxy Statement, and that information is hereby incorporated by reference in this Form 10-K.

| Form 10-K ♦ [removed: 113] [added: 106] | | [removed: ] [added: ] |

The consolidated financial statements of Martin Marietta and consolidated subsidiaries, and related notes, appear in [Item 8, [removed: “Financial] [added: Financial] Statements and Supplemental [removed: Data,”](#item_8_financial_statements_supplementar)] [added: Data](#item_8_financial_statements_supplementar)] of this Form 10-K.

The report of the Company’s independent registered public accounting firm with respect to the above-referenced financial statements is included in [Item 8, [removed: “Financial] [added: Financial] Statements and Supplemental [removed: Data,”](#item_8_financial_statements_supplementar)] [added: Data](#item_8_financial_statements_supplementar)] of this Form 10-K.

The consent of the Company’s independent registered public accounting firm is attached as [removed: Exhibit 23.01] [added: [Exhibit 23.01](https://www.sec.gov/Archives/edgar/data/916076/000095017025024770/mlm-ex23_01.htm)] to this Form 10-K.

| Form 10-K ♦ [removed: 114] [added: 107] | | [removed: ] [added: ] |

| Form 10-K ♦ [removed: 115] [added: 108] | | [removed: ] [added: ] |

| [removed: 4.22] [added: 4.25] | [Description of the Company’s Capital Stock (incorporated by reference to Exhibit 4.17 to the Martin Marietta Materials, Inc. Current Report on Form 10-K for the fiscal year ended December 31, 2019 (Commission File No. 1-12744))](https://www.sec.gov/Archives/edgar/data/916076/000156459020005784/mlm-ex417_265.htm) |

| [removed: 10.04] [added: 10.05] | [Credit and Security Agreement dated as of April 19, 2013, among Martin Marietta Funding LLC, as borrower, Martin Marietta Materials, Inc., as servicer, and Truist Bank, as lender, together with the other lenders from time to time party thereto, and Truist Bank, as administrative agent for the lenders (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on April 24, 2013) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000119312513169367/d524115dex1001.htm) |

| [removed: 10.05] [added: 10.06] | [Commitment Letter dated as of June 20, 2014 to the Credit and Security Agreement, dated as of April 19, 2013 (as last amended April 18, 2014), among Martin Marietta Funding LLC, as borrower, Martin Marietta Materials, Inc., as servicer, and Truist Bank, as lender, together with the other lenders from time to time party thereto, and Truist Bank, as administrative agent for the lenders (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on June 25, 2014) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015714000705/ex10-1.htm) |

| [removed: 10.06] [added: 10.07] | [Second Amendment to Credit and Security Agreement, dated as of April 18, 2014, among Martin Marietta Funding LLC, as borrower, Martin Marietta Materials, Inc., as servicer, and Truist Bank, as lender, together with the other lenders from time to time party thereto, and Truist Bank, as administrative agent for the lenders (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on April 24, 2014) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000119312514156286/d714228dex1001.htm) |

| [removed: 10.07] [added: 10.08] | [Fifth Amendment to Credit and Security Agreement, dated as of September 30, 2014, among Martin Marietta Funding LLC, as borrower, Martin Marietta Materials, Inc., as servicer, and Truist Bank, as lender, together with the other lenders from time to time party thereto, and Truist Bank, as administrative agent for the lenders (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on October 3, 2014) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000119312514363178/d799882dex1001.htm) |

| [removed: 10.08] [added: 10.11] | [removed: [Seventh] [added: [Tenth] Amendment to Credit and Security Agreement, dated as of September 28, [removed: 2016,] [added: 2018,] among Martin Marietta Funding LLC, as borrower, Martin Marietta Materials, Inc., as servicer, and Truist Bank, as lender, together with the other lenders from time to time party thereto, and Truist Bank, as administrative agent for the lenders (incorporated by reference to Exhibit [removed: 10.01] [added: 10.1] to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on September [removed: 30, 2016)] [added: 25, 2018)] (Commission File No. [removed: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000156459016025538/mlm-ex1001_6.htm)] [added: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015718001002/ex10-1.htm)] |

| [removed: 10.09] [added: 10.10] | [Ninth Amendment to Credit and Security Agreement, dated as of April 17, 2018, among Martin Marietta Funding LLC, as borrower, Martin Marietta Materials, Inc., as servicer, and Truist Bank, as lender, together with the other lenders from time to time party thereto, and Truist Bank, as administrative agent for the lenders (incorporated by reference to Exhibit 10.1 to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on April 17, 2018) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015718000431/ex10-1.htm) |

| Form 10-K ♦ [removed: 116] [added: 109] | | [removed: ] [added: ] |

| [removed: 10.10] [added: 10.12] | [removed: [Tenth] [added: [Eleventh] Amendment to Credit and Security Agreement, dated as of September [removed: 28, 2018,] [added: 24, 2019,] among Martin Marietta Funding LLC, as borrower, Martin Marietta Materials, Inc., as servicer, and Truist Bank, as lender, together with the other lenders from time to time party thereto, and Truist Bank, as administrative agent for the lenders (incorporated by reference to Exhibit 10.1 to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on September [removed: 25, 2018)] [added: 24, 2019)] (Commission File No. [removed: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015718001002/ex10-1.htm)] [added: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015719001073/ex10-01.htm)] |

| [removed: 10.11] [added: 10.14] | [removed: [Eleventh] [added: [Thirteenth] Amendment to Credit and Security Agreement, dated as of September [removed: 24, 2019,] [added: 22, 2021,] among Martin Marietta Funding LLC, as borrower, Martin Marietta Materials, Inc., as servicer, and Truist Bank, [added: successor by merger to SunTrust Bank,] as [removed: lender,] [added: lender] together with the other lenders from time to time party thereto, and Truist Bank, [added: successor by merger to Sun Trust Bank,] as administrative agent for the lenders (incorporated by reference to Exhibit [removed: 10.1] [added: 10.01] to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on September [removed: 24, 2019)] [added: 23, 2021)] (Commission File No. [removed: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015719001073/ex10-01.htm)] [added: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015721001045/ex10-01.htm)] |

| [removed: 10.12] [added: 10.13] | [Twelfth Amendment to Credit and Security Agreement, dated as of September 23, 2020, among Martin Marietta Funding LLC, as borrower, Martin Marietta Materials, Inc., as servicer, and Truist Bank, successor by merger to SunTrust Bank, as lender together with the other lenders from time to time party thereto, and Truist Bank, successor by merger to Sun Trust Bank, as administrative agent for the lenders (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on September 23, 2020) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015720001165/ex10-1.htm) |

| [removed: 10.13] [added: 10.15] | [removed: [Thirteenth] [added: [Fourteenth] Amendment to Credit [removed: and Security] Agreement, dated as of September [removed: 22, 2021,] [added: 21, 2022,] among Martin Marietta Funding LLC, as borrower, Martin Marietta Materials, Inc., as servicer, and Truist Bank, successor by merger to SunTrust Bank, as lender together with the other lenders from time to time party thereto, and Truist Bank, successor by merger to Sun Trust Bank, as administrative agent for the lenders [added: (including a conformed copy of the Credit Agreement attached as Exhibit A thereto)] (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on September [removed: 23, 2021)] [added: 21, 2022)] (Commission File No. [removed: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015721001045/ex10-01.htm)] [added: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015722001037/ex10-01.htm)] |

| [removed: 10.14] [added: 10.16] | [removed: [Fourteenth] [added: [Fifteenth] Amendment to Credit Agreement, dated as of September [removed: 21, 2022,] [added: 20, 2023,] among Martin Marietta Funding LLC, as borrower, Martin Marietta Materials, Inc., as servicer, and Truist Bank, successor by merger to SunTrust Bank, as lender together with the other lenders from time to time party thereto, and Truist Bank, successor by merger to Sun Trust Bank, as administrative agent for the lenders (including a conformed copy of the Credit Agreement attached as Exhibit A thereto) (incorporated by reference to Exhibit [removed: 10.01] [added: 10.1] to the Martin Marietta Materials, [removed: Inc.] [added: Inc.,] Current Report on Form 8-K filed on September [removed: 21, 2022)] [added: 20, 2023)] (Commission File No. [removed: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015722001037/ex10-01.htm)] [added: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015723000976/ex10-1.htm)] |

| [removed: 10.15] [added: 10.17] | [removed: [Fifteenth] [added: [Sixteenth] Amendment to Credit Agreement, dated as of September [removed: 20, 2023,] [added: 18, 2024,] among Martin Marietta Funding LLC, as borrower, Martin Marietta Materials, Inc., as servicer, and Truist Bank, successor by merger to SunTrust Bank, as lender together with the other lenders from time to time party thereto, and Truist Bank, successor by merger to Sun Trust Bank, as administrative agent for the lenders (including a conformed copy of the Credit Agreement attached as Exhibit A thereto) (incorporated [removed: by reference to Exhibit 10.1 to the Martin Marietta Materials, Inc., Current Report on Form 8-K filed on September 20, 2023) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015723000976/ex10-1.htm)] [added: by](https://www.sec.gov/Archives/edgar/data/916076/000095015724001270/ex10-01.htm)] |

| [removed: 10.16] [added: 10.18] | [Purchase and Contribution Agreement dated as of April 19, 2013, between Martin Marietta Materials, Inc., as seller and as servicer, and Martin Marietta Funding LLC, as buyer (incorporated by reference to Exhibit 10.02 to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on April 24, 2013) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000119312513169367/d524115dex1002.htm) |

| [removed: 10.17] [added: 10.19] | [Form of Martin Marietta Materials, Inc. Third Amended and Restated Employment Protection Agreement (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Current Report on Form 8‑K, filed on August 19, 2008) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095014408006590/g14828k1exv10w1.htm) |

| [removed: 10.18] [added: 10.20] | [Amended and Restated Martin Marietta Materials, Inc. Common Stock Purchase Plan for Directors (incorporated by reference to Exhibit 10.05 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2013) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000119312514064999/d654417dex1005.htm) |

| [removed: 10.19] [added: 10.21] | [Martin Marietta Materials, Inc. Amended and Restated Executive Incentive Plan (incorporated by reference to Exhibit 10.05 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2008) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095014409001377/g17638exv10w05.htm) |

| Form 10-K ♦ [removed: 117] [added: 110] | | [removed: ] [added: ] |

| [removed: 10.20] [added: 10.22] | [Martin Marietta Materials, Inc. Incentive Stock Plan, as Amended (incorporated by reference to Exhibit 10.06 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2008) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095014409001377/g17638exv10w06.htm) |

| [removed: 10.21] [added: 10.23] | [Martin Marietta Amended and Restated Stock-Based Award Plan last amended and restated February 18, 2016 (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Quarterly Report on Form 10‑Q for the quarter ended June 30, 2016) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000156459016022616/mlm-ex1001_10.htm) |

| [removed: 10.22] [added: 10.24] | [Martin Marietta Executive Cash Incentive Plan adopted February 18, 2016 (incorporated by reference to Exhibit 10.02 to the Martin Marietta Materials, Inc. Quarterly Report on Form 10‑Q for the quarter ended June 30, 2016) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000156459016022616/mlm-ex1002_8.htm) |

| [removed: 10.23] [added: 10.25] | [Martin Marietta Materials, Inc. Amended Omnibus Securities Award Plan (incorporated by reference to Exhibit 10.16 to the Martin Marietta Materials, Inc. Annual Report on Form 10‑K for the fiscal year ended December 31, 2000) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095014401003808/g67160ex10-16.txt) |

| [removed: 10.24] [added: 10.26] | [Martin Marietta Materials, Inc. Third Amended and Restated Supplemental Excess Retirement Plan (incorporated by reference to Exhibit 10 to the Martin Marietta Materials, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2012) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000119312512337410/d367571dex10.htm) |

| [removed: 10.25] [added: 10.27] | [Form of Option Award Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.11 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2008) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095014409001377/g17638exv10w11.htm) |

| [removed: 10.26] [added: 10.28] | [Form of Amendment to the Stock Unit Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.13 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2008) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095014409001377/g17638exv10w13.htm) |

| [removed: 10.27] [added: 10.29] | [Form of Restricted Stock Unit Agreement for Directors under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.14 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2013) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000119312514064999/d654417dex1014.htm) |

| [removed: 10.28] [added: 10.30] | [Form of Special Restricted Stock Unit Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.19 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2014) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000119312515060008/d877241dex1019.htm) |

| [removed: 10.29] [added: 10.31] | [Form of Performance-Based Restricted Stock Unit Award Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.02 to the Martin Marietta Materials, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2017) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000156459017010260/mlm-ex1002_99.htm) |

| [removed: 10.30] [added: 10.32] | [Offer Letter, dated as of June 9, 2017, by and between Martin Marietta Materials, Inc. and James A. J. Nickolas (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Quarterly Report on Form 10‑Q for the quarter ended June 30, 2018) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000156459017014636/mlm-ex1001_243.htm) |

| [removed: 10.31] [added: 10.33] | [Form of First Amendment to the Martin Marietta Materials, Inc. Third Amended and Restated Employment Protection Agreement (incorporated by reference to Exhibit 10.1 to the Martin Marietta Materials, Inc. Current Report on Form 8‑K, filed on December 18, 2018) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015718001227/ex10_1.htm) |

| [removed: 10.32] [added: 10.34] | [Form of Restricted Stock Unit Award Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.2 to the Martin Marietta Materials, Inc. Current Report on Form 8‑K, filed on December 18, 2018) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015718001227/ex10_2.htm) |

| [removed: 10.33] [added: 10.35] | [Form of Performance Share Unit Award Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.3 to the Martin Marietta Materials, Inc. Current Report on Form 8‑K, filed on December 18, 2018) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015718001227/ex10_3.htm) |

| Form 10-K ♦ [removed: 118] [added: 111] | | [removed: ] [added: ] |

| [removed: 10.34] [added: 10.36] | [Form of Directors’ Restricted Stock Unit Award Agreement under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (incorporated by reference to Exhibit 10.27 to the Martin Marietta Materials, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2018) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000119312519049961/d640896dex1027.htm) |

| 4.22 | [Fifth Supplemental Indenture, dated as of November 4, 2024, between Martin Marietta Materials, Inc. and Regions Bank, as trustee, (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed on November 4, 2024) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015724001472/ex4-2.htm) |

| 4.23 | [Form of 5.150% Senior Notes due 2034 (contained in Exhibit 4.22)](https://www.sec.gov/Archives/edgar/data/916076/000095015724001472/ex4-2.htm) |

| 4.24 | [Form of 5.500% Senior Notes due 2054 (contained in Exhibit 4.22)](https://www.sec.gov/Archives/edgar/data/916076/000095015724001472/ex4-2.htm) |

| 10.04 | Loan Modification No. 3 and Extension Agreement dated as of December 20, 2024 among the Corporation, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Martin Marietta Materials, Inc., Current Report on Form 8-K filed on December 20, 2024) (Commission File No. 1-12744) |

| 10.09 | [Seventh Amendment to Credit and Security Agreement, dated as of September 28, 2016, among Martin Marietta Funding LLC, as borrower, Martin Marietta Materials, Inc., as servicer, and Truist Bank, as lender, together with the other lenders from time to time party thereto, and Truist Bank, as](https://www.sec.gov/Archives/edgar/data/916076/000156459016025538/mlm-ex1001_6.htm) |

| | [administrative agent for the lenders (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on September 30, 2016) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000156459016025538/mlm-ex1001_6.htm) |

| | [reference to Exhibit 10.1 to the Martin Marietta Materials, Inc., Current Report on Form 8-K filed on September 19, 2024) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015724001270/ex10-01.htm) |

| 97 | [Executive Clawback Policy (incorporated by reference to Exhibit 97 to the Martin Marietta Materials, Inc. Annual Report on Form 10‑K for the fiscal year ended December 31, 2023) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095017024019275/mlm-ex97.htm) |

| Allowance for estimated credit losses on notes receivable | | $ | 0.1 | | | $ | — | | | $ | — | | | | $ | 0.1 | | (a) | | $ | — | |

| Allowance for estimated credit losses | | $ | 5.9 | | | $ | — | | | $ | — | | | | $ | 0.1 | | (a) | | $ | 5.8 | |

| Allowance for estimated credit losses on notes receivable | | $ | 0.4 | | | $ | — | | | $ | — | | | | $ | 0.3 | | (a) | | $ | 0.1 | |

| Form 10-K ♦ [removed: 120] [added: 113] | | [removed: ] [added: ] |

| | | [removed: Executive] [added: Senior] Vice President, General Counsel and Corporate Secretary |

Dated: February [removed: 23, 2024][added: 21, 2025]

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below appoints [removed: Roselyn R.][added: each of Bradley D.]

[removed: Bar] [added: Brown] as his or her true and lawful attorney-in-fact, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, full power and authority to do and perform each in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

| Form 10-K ♦ [removed: 121] [added: 114] | | [removed: ] [added: ] |

| /s/ C. Howard Nye | | [removed: Chairman] [added: Chair] of the Board, | | February [removed: 23, 2024] [added: 21, 2025] |

| /s/ James A. J. Nickolas | | Executive Vice President | | February [removed: 23, 2024] [added: 21, 2025] |

| /s/ Robert J. Cardin | | Senior Vice President, | | February [removed: 23, 2024] [added: 21, 2025] |

| /s/ Dorothy M. Ables | | Director | | February [removed: 23, 2024] [added: 21, 2025] |

| /s/ Sue W. Cole | | Director | | February [removed: 23, 2024] [added: 21, 2025] |

| /s/ Anthony R. Foxx | | Director | | February [removed: 23, 2024] [added: 21, 2025] |

| /s/ John J. Koraleski | | Director | | February [removed: 23, 2024] [added: 21, 2025] |

| /s/ Laree E. Perez | | Director | | February [removed: 23, 2024] [added: 21, 2025] |

| /s/ Thomas H. Pike | | Director | | February [removed: 23, 2024] [added: 21, 2025] |

| /s/ Donald W. Slager | | Director | | February [removed: 23, 2024] [added: 21, 2025] |

| /s/ David C. Wajsgras | | Director | | February [removed: 23, 2024] [added: 21, 2025] |

| Form 10-K ♦ [removed: 122] [added: 115] | | [removed: ] [added: ] |

| By: | | /s/ Bradley D. Kohn |

| | | Bradley D. Kohn |

Kohn and Sara W.

| /s/ Mary T. Mack | | Director | | February 21, 2025 |

| Mary T. Mack | | | | |

| By: | | /s/ Roselyn R. Bar |

| | | Roselyn R. Bar |

| /s/ Michael J. Quillen | | Director | | February 23, 2024 |

| Michael J. Quillen | | | | |

Risk Management and Strategy

Martin Marietta prioritizes the management of cybersecurity risk and the protection of information across the enterprise by embedding data protection and cybersecurity risk management in its operations.

The Company’s processes for assessing, identifying and managing material risks from cybersecurity threats have been integrated into the Company’s overall risk management system and processes.

As a foundation of this approach, the Company has implemented a layered governance structure to help assess, identify and manage cybersecurity risks.

Martin Marietta’s cybersecurity policies encompass incident response procedures and information security.

In order to help develop these policies and procedures, the Company monitors the privacy and cybersecurity laws, regulations and guidance applicable to, as well as proposed privacy and cybersecurity laws, regulations, guidance and emerging risks.

The Company partners with leading cybersecurity companies and organizations, leveraging third-party technology and expertise, to monitor and test the performance and effectiveness of its cybersecurity controls and defenses.

As described in [Item 1A “Risk Factors”](#item_1a_risk_factors) of this Form 10-K, the Company faces risks from cybersecurity threats that could have material adverse effect on its business including its business strategy, results of operations or financial condition.

While the Company has experienced attacks on the security of its information technology systems to date, management is not aware that the Company has experienced a material cybersecurity incident during the 2023 fiscal year.

Governance

As part of its overall risk management approach, the Company prioritizes the identification and management of cybersecurity risk at several levels, including Board oversight, day-to-day executive risk management and employee training.

The Audit Committee, comprised of independent directors from the Board, oversees the Board’s responsibilities relating to the operational (including information technology risks, business continuity and data security) risk affairs of the Company.

The Audit Committee is informed of such risks through quarterly reports from the Senior Vice President, Chief Information Officer (CIO), who oversees the implementation and compliance of information security standards and mitigation of cybersecurity related risks, assesses and manages the cyber risk management program, informs senior management regarding the prevention, detection, mitigation and remediation of cybersecurity incidents with the support of the cybersecurity incident management team and supervises such efforts.

The Company’s cybersecurity incident management team has decades of experience selecting, deploying and operating cybersecurity technologies, initiatives and processes as well as managing enterprise risk.

The Incident Response Leadership Committee, which includes senior executives across the Company, is alerted as appropriate to cybersecurity incidents.

The CIO communicates to the Audit Committee regarding the activities of the Incident Response Leadership Committee.

The Company also holds annual employee trainings on cybersecurity, conducts phishing tests and generally seeks to promote awareness of cybersecurity risk through communication and education of its employees.

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| Form 10-K ♦ Page 28 | |  |

Part I ♦ Item 2 – Properties