Martin Marietta Materials (MLM) 10-K risk factor changes: FY2025 vs FY2024

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Martin Marietta Materials, Inc. (the Company or Martin Marietta) is a natural resource-based building materials company, with [removed: 2024] [added: 2025] revenues of [removed: $6.5] [added: $6.2] billion and [removed: 2024] [added: 2025] net earnings from continuing operations attributable to Martin Marietta of [removed: $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).][added: $990 million.]

These results were achieved in part by supplying aggregates (crushed stone, sand and gravel) through its network of approximately [removed: 390] [added: 400] quarries, mines and distribution yards in 28 states, Canada and The Bahamas.

[added: As of December 31, 2025,] Martin Marietta also provides [removed: cement and downstream products, namely] [added: other building materials, namely, cement,] ready mixed concrete, asphalt and paving services, in certain markets where the Company has a [removed: leading] [added: notable] aggregates position.

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

[removed: Paving] [added: Asphalt paving] services are offered in [removed: California and] Colorado.

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

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

The Company conducts its Building Materials business [added: for continuing operations] through two reportable segments, organized by geography: East Group and West Group.

The West Group is comprised of the Southwest and West divisions and [removed: provides] [added: its continuing operations provide] aggregates, [removed: cement,] ready mixed concrete, asphalt and paving services.

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

[removed: Magnesia Specialties][added: Specialties]

The [removed: Magnesia] [added: Company operates a] Specialties business [added: (formerly known as the Magnesia Specialties business) which] produces [removed: magnesia-based chemicals products] [added: high‑purity natural and synthetic magnesia‑based products, including magnesium sulfate, magnesium oxide and magnesium hydroxide,] used in [added: environmental,] industrial, [removed: agricultural] [added: agricultural, construction, consumer] and [removed: environmental] [added: specialty] applications.

[removed: It] [added: The Specialties business] also produces dolomitic [removed: lime] [added: lime, which is] sold primarily to [added: external] customers for [added: use in] steel production and soil [removed: stabilization.][added: stabilization, and is used internally as a raw material input in synthetic magnesia production.]

[removed: Magnesia] Specialties’ [added: production facilities are located in Michigan, Ohio, Nevada, North Carolina, Indiana and Pennsylvania, and] products are shipped to customers domestically and worldwide.

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

The Company, by purposeful design, [removed: will continue to be] [added: is] an aggregates-led business that focuses on markets with strong, underlying growth fundamentals where it can sustain or achieve a leading market position.

Aggregates gross profit represented [removed: 76%] [added: 88%] of [removed: 2024] [added: 2025] total reportable segment gross profit.

For Martin Marietta, [removed: strategic cement and targeted downstream] [added: other building materials] operations are located where the Company has, or envisions, among other things, a clear path toward a leading aggregates position.

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

Population growth and density are typically assessed based on a site’s proximity to one of the [added: 11] megaregions in the United States.

According to *America 2050*, a planning and policy program of the Regional Plan Association, most of the nation’s population and economic growth through 2050 will occur in [removed: 11] [added: the] 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 megaregions and its growth [removed: platform] [added: platforms] in the southern portion of the Northeast [removed: megaregion] [added: megaregion, Piedmont Atlantic and Florida megaregions] are the results of acquisitions since 2011.

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The Company’s [removed: top ten] [added: top-ten] revenue-generating states have been evaluated and scored a financial health rating of AA- or higher, where AAA is the highest score.

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

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

For [removed: 2024,] [added: 2025,] the Company achieved a [removed: record] company-wide Lost-Time Incident Rate (LTIR) of [removed: 0.129,] [added: 0.17,] the [removed: eighth] [added: ninth] consecutive year of world-class or better LTIR thresholds, and a company-wide Total Injury Incident Rate (TIIR) of [removed: 0.650,] [added: 0.69,] the [removed: fourth] [added: fifth] consecutive year of world-class or better TIIR thresholds.

The Company’s operations consist mostly of open pit quarries; however, the Company is also the largest operator of underground aggregates mines in the United States, with [removed: 14] [added: 13] active underground mines located in the East Group.

The Company’s aggregates reserves average [removed: more than] [added: approximately] 85 years at the [removed: 2024] [added: 2025] annual production level.

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

This production facility produces Portland limestone and specialty cements, with an annual clinker (an intermediary product of cement production) capacity at December 31, [removed: 2024] [added: 2025] of approximately 2.4 million tons.

The facility operated at approximately [removed: 72%] [added: 61%] utilization for clinker production in [removed: 2024.][added: 2025.]

The Company completed a finishing capacity expansion project at the Midlothian plant in August 2024, which [removed: will provide] [added: provided] 0.45 million tons of incremental annual cement production capacity.

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

The Company operates ready mixed concrete plants in Arizona and [removed: Texas.][added: Texas as of December 31, 2025.]

[removed: Similar to] [added: Like] ready mixed concrete, each asphalt batch is produced to customer specifications.

On August 3, 2025, the Company entered into a definitive agreement with Quikrete Holding, Inc. (QUIKRETE) for the exchange of certain assets.

The pending disposal of the Company's cement plant, related cement terminals and Texas ready mixed concrete plants meets the criteria for held for sale and the associated financial results of these operations are reported as discontinued operations for all periods presented (see Note B to the consolidated financial statements).

The Company has recast all comparative prior-period financial information presented in Management's Discussion and Analysis of Financial Condition and Results of Operations, unless otherwise noted, to reflect this presentation.

The following ten states accounted for 76% of the Building Materials business 2025 revenues from continuing operations:

The July 2025 acquisition of Premier Magnesia expanded the Company’s product portfolio and enhanced its domestic magnesia mineral reserves and processing capabilities.

The Company's portfolio also includes a highly complementary Specialties business that possesses aggregates-like characteristics.

The Company's Midlothian cement plant and related cement terminals are classified as assets held for sale as part of the pending QUIKRETE transaction.

The Texas ready mixed concrete plants are classified as assets held for sale as part of the pending QUIKRETE transaction.

Heavy nonresidential construction demand remained steady in 2025 across key geographies due to rapid expansion in data centers, a recovery in warehousing and distribution, and early-stage momentum in energy and advanced manufacturing.

The Company expects 2026 demand in these nonresidential segments to remain strong.

Construction of new subdivisions and single-family homes is highly correlated with aggregates demand due to the ancillary infrastructure and nonresidential construction activity that typically follows new suburban development (e.g. new roads/interchanges, retail centers, warehouses, schools and office buildings).

Aggregates production facilities typically do not operate on a continuous basis, which provides the ability to flex production costs in response to changes in demand.

The cement terminals are classified as assets held for sale as of December 31, 2025.

Conversely, during cyclical troughs, capital investment may be reduced.

The Specialties business produces and sells dolomitic lime from its Woodville, Ohio facility and manufactures high-purity natural and synthetic magnesia-based products for environmental, industrial, agricultural, construction, consumer and specialty applications at its Manistee, Michigan; Woodville, Ohio; Gabbs, Nevada; Waynesville, North Carolina; Greendale, Indiana; and Aspers, Pennsylvania facilities.

These magnesia-based products have varying uses, including flame retardants, wastewater treatment, pulp and paper production and other specialty applications.

On July 25, 2025, the Company acquired Premier Magnesia, LLC (Premier), a privately-owned producer and distributor of magnesia-based products, using cash on hand and credit-facility borrowings.

Premier is the largest producer of natural magnesite and magnesium sulfate, or Epsom salt, in the United States.

This transaction expands the Company's product offerings to new and existing customers and enhances the Specialties business.

The impact of these initiatives on the Company’s growth is typically localized, though their influence is expected to fluctuate over time.

toxic or hazardous.

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| Revenues | $ | 6,150 | | | 100 | | $ | 5,662 | | | 100 | | $ | 5,851 | | | 100 | |

| Cost of revenues | | 4,261 | | | 69 | | | 4,026 | | | 71 | | | 4,106 | | | 70 | |

| Gross Profit | | 1,889 | | | 31 | | | 1,636 | | | 29 | | | 1,745 | | | 30 | |

| Earnings from Operations | | 1,437 | | | 23 | | | 2,479 | | | 44 | | | 1,333 | | | 23 | |

| Income tax expense | | 236 | | | | | | 550 | | | | | | 234 | | | | |

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| Other Building Materials | | | 156 | | | | 184 | | | | 199 | | |

| Other Building Materials | | | 836 | | | | 894 | | | | 1,280 | | |

| West Group Total | | | 2,515 | | | | 2,401 | | | | 2,773 | | |

| Total | | $ | 6,150 | | | $ | 5,662 | | | $ | 5,851 | | |

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

| Other Building Materials | | | 98 | | | 10 | % | | | 119 | | | 11 | % | | | 267 | | | 18 | % |

| Total | | $ | 1,889 | | | 31 | % | | $ | 1,636 | | | 29 | % | | $ | 1,745 | | | 30 | % |

The increase in Building Materials business gross profit from 2024 to 2025 was driven by higher organic shipments, continued strength in aggregates pricing that exceeded increased production costs, and contributions from acquired locations, partially offset by declines in other building materials.

These factors were partially offset by pricing gains across all product lines and lower energy costs.

The following ten states accounted for 81% of the Building Materials business 2024 revenues: Texas, North Carolina, Colorado, California, Georgia, Florida, Minnesota, Arizona, South Carolina and Iowa.

The Company operates a Magnesia Specialties business with production facilities in Michigan and Ohio.

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).

Additionally, strategic cement operations are geared toward markets in which supply cannot be meaningfully interdicted by waterborne product deliveries.

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.

Calcium carbonate in the form of limestone is the principal raw material used in the production of cement.

Large industrial projects of scale led by energy and domestic manufacturing continue to lead the segment, accounting for the majority of total nonresidential shipments.

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.

While light nonresidential demand remained resilient through 2024, despite higher interest rates, high office vacancy rates and tighter commercial lending conditions, the Company expects 2025 demand in this segment to moderate, as it generally follows single-family residential development with a lag.

Construction of both subdivisions and single-family homes is nearly three times

more aggregates intensive than construction of multi-family units.

Accordingly, the Company’s operating leverage can be meaningful.

Cement production is a capital-intensive operation with high fixed costs requiring plants to operate continuously, except during maintenance shutdowns.

Maintenance of kiln and finishing mills typically necessitates a temporary plant shut-down for repairs.

The Company adjusts production levels in anticipation of these planned maintenance periods.

Conversely, at a cyclical trough, the Company may reduce levels of capital investment.

The Magnesia Specialties business manufactures magnesia-based chemicals products for industrial, agricultural and environmental applications at its Manistee, Michigan facility.

The chemical products business focuses on higher-margin specialty chemicals that can be produced at volumes that support efficient operations.

The Magnesia Specialties business also produces and sells dolomitic lime from its Woodville, Ohio facility.

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

Domestic steel production averaged 70% of capacity in 2024 and 74% in 2023.

foreign markets.

The effect of these initiatives on the Company’s growth is typically localized.

Further challenges are expected as the momentum of these initiatives ebb and flow.

As permitted by the Securities and Exchange Commission (SEC) under the FAST Act Modernization and Simplification of Regulation S-K, the Company has elected to omit the discussion of the earliest period (2022) presented because it was included in its MD&A in its 2023 Annual Report on Form 10-K filed on February 23, 2024, incorporated by reference from [Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations](https://www.sec.gov/Archives/edgar/data/916076/000095017023004361/mlm-20221231.htm#item_7_managements_discussion_analysis_f) thereto.

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| 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 | |

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

For 2024, this includes the acquisition of 20 active aggregates operations from affiliates of Blue Water Industries LLC (BWI Southeast) and the Divestiture.

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

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| Consolidated Adjusted EBITDA | | $ | 2,066 | | | $ | 2,128 | |

Mix-Adjusted Average Selling Price

Mix-adjusted average selling price (mix-adjusted ASP) is a non-GAAP measure that excludes the impact of period-over-period product, geographic and other mix on the Company's average selling price.

Mix-adjusted ASP is calculated by comparing current-period shipments to like-for-like shipments in the comparable prior period.

Demand in the nonresidential and residential construction markets, which combined accounted for 58% of the Company's [removed: 2024] [added: 2025] aggregates shipments, is affected by interest rates.

At December 31, [removed: 2024,] [added: 2025,] the Company had an $800 million Revolving Facility and a $400 million Trade Receivable Facility.

The [removed: cement product line and Magnesia] Specialties business [removed: each have] [added: has] varying fixed-price agreements for a portion of [removed: their] [added: its] future energy requirements.

A hypothetical 10% change in the Company’s energy prices in [removed: 2025] [added: 2026] as compared with [removed: 2024,] [added: 2025,] assuming constant volumes, would change [removed: 2025] [added: 2026] energy expense [added: for continuing operations] by [removed: $32] [added: $29] million.

| Form 10-K ♦ Page [removed: 62] [added: 65] | | [removed: ] [added: ] |

While the Federal Reserve lowered the benchmark federal funds rate 75 basis points in 2025, the federal funds rate remains above the current rate of inflation, resulting in continued restrictive monetary policy.

A hypothetical 100-basis-point increase in interest rates on variable-rate borrowings of $30 million, which was the collective outstanding balance at December 31, 2025, would not increase annual interest expense by a material amount.

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

As of December 31, 2024, the Company did not have any outstanding variable-rate borrowings.

However, any future borrowings under the credit facilities or outstanding variable-rate debt are exposed to interest rate risk.

Martin Marietta Materials, Inc. (the Company or Martin Marietta) is a [added: leading] natural resource-based building materials company.

The Company supplies aggregates (crushed stone, sand and gravel) through its network of approximately [removed: 390] [added: 400] quarries, mines and distribution yards in 28 states, Canada and The Bahamas.

In [removed: 2024,] [added: 2025,] aggregates [removed: gross profit accounted for 76%] [added: generated 88%] of the Company’s total reportable segment gross profit.

[added: As of December 31, 2025,] Martin Marietta also provides [removed: cement and downstream products,] [added: other building materials,] namely, [added: cement,] ready mixed concrete, asphalt and paving [removed: services,] [added: services] in targeted markets where the Company has a [removed: leading] [added: notable] aggregates position.

The Company also operates a [removed: Magnesia] Specialties business [added: (formerly known as the Magnesia Specialties business)] with production facilities [added: located] in [removed: Michigan] [added: Michigan, Ohio, Nevada, North Carolina, Indiana] and [removed: Ohio.][added: Pennsylvania.]

The [removed: Magnesia] Specialties business produces [added: high-purity natural and synthetic] magnesia-based [removed: chemical products] [added: products, including magnesium sulfate, magnesium oxide and magnesium hydroxide,] that are used in [added: environmental,] industrial, [removed: agricultural] [added: agricultural, construction, consumer] and [removed: environmental] [added: specialty] applications.

[removed: It] [added: The Specialties business] also produces dolomitic [removed: lime] [added: lime, which is] sold primarily to [added: external] customers for [added: use in] steel production and soil [removed: stabilization.][added: stabilization, and is also used internally as a raw material input in synthetic magnesia production.]

[removed: Magnesia] Specialties’ products are shipped to customers domestically and worldwide.

The Company was formed in 1993 as a North Carolina corporation to [removed: serve as successor to] [added: succeed] the operations of the materials group of the organization that is now [added: known as] Lockheed Martin Corporation.

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

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

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

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

This divestiture optimized the Company's portfolio and product mix and provided proceeds [removed: the Company] [added: that were] used to consummate the Blue Water Industries LLC acquisition discussed below.

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

The Company conducts its Building Materials business [added: for continuing operations] through two reportable segments, organized by geography: [added: the] East Group and [added: the] West Group.

The West Group provides aggregates, [removed: cement, downstream products] [added: ready mixed concrete, asphalt] and paving services.

The Company’s [removed: Magnesia] Specialties business is reported as a separate segment and includes its magnesia-based [removed: chemicals] [added: products] and dolomitic lime businesses.

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

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

The profitability of the Building Materials business, which serves customers in the construction marketplace, is sensitive to national, regional and local economic conditions and construction cyclicality, which are in turn affected by fluctuations in [removed: levels of] public-sector infrastructure funding; interest rates; access to capital markets; and demographic, geographic, employment and population dynamics.

The heavy-side construction business is conducted outdoors, as are [removed: much] [added: a significant portion] of the Building Materials business’ operations.

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

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

The Building Materials business markets its products primarily to the construction industry, with 37% of its [removed: 2024] [added: 2025] aggregates shipments sold to customers [added: for use] in [removed: connection with] highway and other public infrastructure projects and the balance of its shipments sold primarily to customers for nonresidential and residential construction projects.

The [removed: ten largest] [added: ten-largest] revenue-generating states (Texas, North Carolina, Colorado, California, Georgia, Florida, [removed: Minnesota, Arizona,] South [removed: Carolina] [added: Carolina, Arizona, Iowa] and [removed: Iowa)] [added: Minnesota)] accounted for [removed: 81%] [added: 76%] of the Building Materials business’ revenues [added: from continuing operations] in [removed: 2024.][added: 2025.]

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

Aggregates, consisting of crushed stone, sand and gravel, are an engineered, granular material [removed: that is] manufactured to specific sizes, grades and chemistry for use primarily in construction applications.

The Company’s operations consist primarily of open pit quarries; however, the Company is the largest operator of underground aggregates mines in the United States, with [removed: 14] [added: 13] active underground mines located in the East Group.

Generally, the distance shipments travel by truck from a given quarry is limited because the cost of transporting processed aggregates to customers is high [removed: in relation] [added: relative] 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 network to markets where aggregates supply is [removed: limited.][added: limited due to geological constraints.]

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

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

As of December 31, [removed: 2024,] [added: 2025,] the Company’s aggregates distribution facilities consisted of [removed: 78] [added: 89] distribution yards.

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

The Company’s aggregates reserves [added: at December 31, 2025] average [removed: more than] [added: approximately] 85 years, based on the [removed: 2024] [added: 2025] annual production level.

As of December 31, [removed: 2024,] [added: 2025,] the Company has one production facility in Midlothian, Texas, south of Dallas/Fort Worth, which produces Portland and specialty [removed: cements.][added: cements, and which is reported as discontinued operations.]

The Company completed a finishing capacity expansion project at the Midlothian plant in August 2024, which [removed: will provide] [added: provided] 0.45 million tons of incremental annual cement production capacity.

Management believes that its reserves of [removed: limestone] [added: dolomitic limestone, brine and magnesite] are sufficient to permit production at [removed: its cement plant at] the current operational levels for the foreseeable future.

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

The historical financial results of the divested operations and the gain on divestiture were reported in continuing operations for the West Group.

On July 25, 2025, the Company acquired Premier Magnesia, LLC (Premier), a privately-owned producer and distributor of magnesia-based products.

Premier is the largest producer of natural magnesite and magnesium sulfate, or Epsom salt, in the United States, with facilities in Nevada, North Carolina, Indiana and Pennsylvania.

This transaction expanded the Company's product portfolio and enhanced its domestic magnesia mineral reserves and chemical processing capabilities.

On August 3, 2025, the Company entered into a definitive agreement with Quikrete Holdings, Inc. (QUIKRETE) for the exchange of certain assets.

Under the terms of the agreement, Martin Marietta would receive aggregates facilities producing

approximately 20 million tons annually across Virginia, Missouri, Kansas and Vancouver, British Columbia, and cash proceeds.

In exchange, QUIKRETE would receive the Company’s Midlothian cement plant, related cement distribution terminals, Texas ready mixed concrete assets and certain nonoperating land.

The aggregates facilities to be acquired will complement Martin Marietta’s existing geographic footprint in its Central Division and establish new growth platforms in key target markets, including Virginia and the Pacific Northwest.

The divesture of its sole cement business and remaining Texas ready mixed concrete operations will optimize the Company's portfolio and product mix and preserve balance sheet capacity to pursue pure-play aggregates opportunities.

The Company’s Midlothian cement plant, related cement distribution terminals and Texas ready mixed concrete plants, which are reported in the West Group, meet the criteria for classification as held for sale and their associated financial results qualify as discontinued operations.

Accordingly, the Company has recast historical financial information, unless otherwise noted, to reflect this classification for all periods presented.

On December 19, 2025, the Company completed an aggregates-led, bolt-on acquisition in Minnesota.

Other Building Materials

The Company's Midlothian cement business and related cement distribution terminals are classified as assets held for sale in connection with the pending QUIKRETE transaction.

As of December 31, 2025, the Company operated 67 ready mixed concrete plants in Arizona and Texas, of which the 58 plants located in Texas are classified as assets held for sale as part of the pending QUIKRETE transaction.

Amrize Ltd.

be satisfied in conjunction with equipment replacement or expansion that also benefit operating efficiencies or capacities and carry significantly higher costs.

Several other Board committees also have overlapping responsibility for sustainability matters.

*Policy and Legal Risks* Federal, state and local authorities continue to propose and implement climate-related requirements, including limits on GHG emissions, the use of alternative fuels, carbon credits (such as a cap-and-trade system), carbon taxes, mandatory GHG monitoring, reporting and assurance, and disclosure of climate-related risks and transition plans.

States where the Company operates may adopt additional or more stringent requirements, such as market-based emissions programs, mandated use of alternative fuels, or climate-disclosure regimes which could add measurement, verification/assurance, reporting, and compliance costs and increase potential enforcement exposure.

Compliance with current or future climate-related rules could require capital investments, changes in operating practices, procurement of emissions allowances or credits, or participation in carbon markets.

All of these factors can be impacted by weather patterns.

The Company also faces risks from Pacific storms.

Employee stock purchase plan (described in more detail below);

As part of its ongoing efforts to promote employee financial wellness and enhance company-provided benefits, the Company launched the Martin Marietta Employee Stock Purchase Plan (ESPP) in 2025.

Available to all U.S.-based employees, the ESPP provides a valuable opportunity to invest in Martin Marietta through the purchase of company stock at a 15% discount.

In addition to safety, the Company is committed to fostering an inclusive, engaged workplace that supports talent development, collaboration and long-term retention.

The Company has long been committed to assuring that inclusion and engagement are ingrained in Martin Marietta’s culture and values.

Part I ♦ Item 1 – Business

Our business depends on construction activity, which is cyclical and sensitive to macroeconomic, funding and operating conditions.

Demand for our construction materials is inherently cyclical and may decline or become more volatile due to economic and political uncertainty, elevated interest rates and inflation, reduced housing affordability, lower private nonresidential investment, or tightening credit conditions that delay, downsize, or cancel projects.

Public infrastructure activity depends on federal, state, and local budgets and letting schedules.

Changes in fuel-tax or other alternative financing, prolonged federal budget disputes or government shutdowns or other factors can reduce, defer, cap, suspend, or reprioritize transportation spending.

The level and timing of federal, state or local transportation or infrastructure or public projects funding, including any issues arising from such budgets, particularly in our Building Materials business’ top ten revenue-generating states of Texas, North Carolina, Colorado, California, Georgia, Florida, South Carolina, Arizona, Iowa and Minnesota, can have an adverse impact on our business and construction projects that we supply.

aggregates and cement products.

In addition, reductions in defense spending and declines in energy-related construction could lower demand in certain markets and adversely affect our business.

A portion of our aggregates and downstream shipments is tied to construction activity funded by, or adjacent to, U.S. Department of Defense installations and to private energy-related projects.

If federal defense budgets are reduced, appropriations are delayed, base realignments occur or military construction and related projects are deferred or canceled, construction activity on or near affected installations may slow, resulting in lower shipments and increased pricing pressure in the surrounding local markets.

Similarly, energy-sector cyclicality can materially impact construction demand, particularly in Texas and other energy-intensive regions.

Cement and Downstream Operations

Calcium carbonate in the form of limestone is the principal raw material used in the production of cement.

Cement consumption is dependent on the time of year and prevalent weather conditions.

According to the Portland Cement Association, nearly two-thirds of U.S. cement consumption occurs in the six months between May and October.

Approximately 70% to 75% of all cement shipments are sent to ready mixed concrete operators.

The remainder is shipped to manufacturers of concrete-related products, contractors, materials dealers and oil well/mining/drilling companies.

As of December 31, 2024, the Company operated 38 asphalt plants in Arizona, California, Colorado and Minnesota.

These trends are guided by the rate of consumer consumption, the flow of offshore imports and other economic factors.

Management believes that its reserves of dolomitic limestone and brine are sufficient to permit production at the current operational levels for the foreseeable future.

Accordingly, these products are less dependent on the steel industry than the dolomitic lime product line.

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

Construction of cement production facilities is highly capital intensive and requires long lead times to complete engineering design, obtain regulatory permits, acquire equipment and construct a plant.

Most domestic cement producers are subsidiaries of large multinational companies that operate in multiple international markets.

Many of these producers maintain the capability to import cement from foreign production facilities.

Summit Materials, Inc.

The direct costs

The Company frequently

*Policy and Legal Risks* A number of governmental bodies, including U.S. regulatory agencies and various U.S. states, have proposed, enacted or are contemplating legislative and regulatory changes to mitigate or address the potential impacts of climate change, including provisions for GHG emissions reporting or reductions, the use of alternative fuels, carbon credits (such as a cap-and-trade system) and a carbon tax.

Various states where the Company has operations have enacted or are considering climate change initiatives that apply to the Company.

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 phased-in implementation schedule, climate-related risk reporting for certain companies and heightened disclosure standards around net zero emissions claims, carbon-neutral claims or significant GHG emissions reduction claims and the purchase or use of voluntary carbon offsets used to achieve those claims.

These and other state or federal climate-related or anti-climate, social and governance regulations may result in significantly higher compliance costs and risks.

The Company has continued its rollout of Portland

All of these factors can be and are influenced by weather patterns and physical risk and opportunities.

The Company is also at risk for Pacific Ocean storm activity.

The Company’s principal union contracts for the Magnesia Specialties

The Company significantly enhanced company-provided benefits for its hourly employees in 2022 and 2023.

The Company increased the benefit value for hourly employees in its currently fully funded pension plan by 76% in 2022.

In conjunction with this increase, the Company embarked on a comprehensive education campaign to help employees better understand their retirement benefits and how that impacts their individual decisions to save for retirement.

Additionally, in 2023, the Company added Company-paid, long-term disability insurance for its hourly employees and implemented a more robust paid time off (PTO) policy, which increased PTO benefits for the vast majority of employees.

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

The Company completed an associated awareness communications campaign helping managers and employees better understand how inclusion and engagement are ingrained in Martin Marietta’s culture and values.

evolve a shared vision and future.

Our business depends on activity within the construction industry, which can be cyclical.

Economic and political uncertainty can impede growth in the markets in which we operate.

Demand for our products, particularly in the private nonresidential and residential construction markets, could decline if companies and consumers are unable to obtain credit for construction projects or if an economic slowdown causes delays or cancellations of capital projects.

State and federal budget issues sometimes undermine the funding available for infrastructure spending.

The lack of available credit may limit the ability of states to issue bonds to finance construction projects.

As a result of these issues, several of our top revenue-generating states, from time to time, stop bidding or slow bid projects in their transportation departments.

If economic conditions worsen, a recession in the construction industry may occur and affect the demand for our products.

The recession of the late 2000s (the Great Recession) and continued decline in construction spending in the early 2010s were examples, and our shipment volumes were significantly reduced and remain below peak shipment levels, excluding the contribution of acquisitions.

The Company was not required to pay any penalties in [removed: 2024] [added: 2025] for failure to disclose certain “reportable transactions” under Section 6707A of the Internal Revenue Code.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

As of June 30, [removed: 2024,] [added: 2025,] 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: $29,035,890,412] [added: $28,822,918,628] based on the closing sale price as reported on the New York Stock Exchange.

| Class | | Outstanding at February [removed: 17, 2025] [added: 16, 2026] |

| Common Stock, $.01 par value per share | | [removed: 60,974,146] [added: 60,312,046] shares |

| Proxy Statement for the Annual Meeting of Shareholders to be held May [removed: 15, 2025] [added: 14, 2026] (Proxy Statement) | | Part III |

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

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

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

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

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

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

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

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

| 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: 32] [added: 34] |

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

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

| ITEM 7A. | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](#item_7a_quantitative_qualitative_disclos) | [removed: 62] [added: 65] |

| ITEM 8. | [FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA](#item_8_financial_statements_supplementar) | [removed: 63] [added: 66] |

| ITEM 9. | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE](#item_9_changes_in_disagreements_with_acc) | [removed: 104] [added: 109] |

| ITEM 9A. | [CONTROLS AND PROCEDURES](#item_9a_controls_procedures) | [removed: 104] [added: 109] |

| ITEM 9B. | [OTHER INFORMATION](#item_9b_or_information) | [removed: 105] [added: 110] |

| ITEM 9C. | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](#item_9c_foreign_jurisdictions) | [removed: 105] [added: 110] |

| [PART III](#part_iii) | | [removed: 106] [added: 111] |

| ITEM 10. | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](#item_10_directors_executive_ficers_corpo) | [removed: 106] [added: 111] |

| ITEM 11. | [EXECUTIVE COMPENSATION](#item_11_executive_compensation) | [removed: 106] [added: 111] |

| ITEM 12. | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS](#item_12_security_ownership_of_certain_be) | [removed: 106] [added: 111] |

| ITEM 13. | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE](#item_13_certain_relationships_related_tr) | [removed: 106] [added: 111] |

| ITEM 14. | [PRINCIPAL ACCOUNTANT FEES AND SERVICES](#item_14_principal_accountant_fees_servic) | [removed: 106] [added: 111] |

[removed: | [PART IV](#part_iv) | | 107 |][added: # PART I]

| ITEM 15. | [EXHIBITS AND FINANCIAL STATEMENT SCHEDULES](#item_15_exhibits_financial_statement_sch) | [removed: 107] [added: 112] |

| ITEM 16. | [FORM 10-K SUMMARY](#item_16_form_10k_summary) | [removed: 113] [added: 118] |

[removed: PART I][added: | [PART IV](#part_iv) | | 112 |]

| [SIGNATURES](#signatures) | | 119 |

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

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

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 a 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 2025 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 risks, including information technology risks, business continuity and data security, 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 with 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, and informs senior management regarding the prevention, detection, mitigation and remediation of cybersecurity incidents with the support of the cybersecurity incident management team.

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, along with 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 39 years of information technology experience, including 23 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 initiatives.

| | | |

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

| Form 10-K ♦ Page 28 | |  |

Part I ♦ Item 2 – Properties

As of December 31, [removed: 2024,] [added: 2025,] the Company processed or shipped aggregates from [removed: 389] [added: 400] quarries, mines and distribution yards in 28 states, Canada and The Bahamas.

The Company’s aggregates reserves, on average, represent [removed: more than] [added: approximately] 85 years at the [removed: 2024] [added: 2025] annual production level.

As of December 31, [removed: 2024,] [added: 2025,] the Company operated [removed: 78] [added: 89] aggregates distribution yards.

In total, aggregates locations (quarries, mines and distribution yards) include [removed: 191] [added: 194] located on land owned by the Company free of major encumbrances, [removed: 121] [added: 126] on leased land, 64 on land owned in part and leased in part and [removed: 13] [added: 16] on facilities neither owned nor leased where raw materials are removed [removed: under an agreement.][added: pursuant to contractual agreements.]

In addition, as of December 31, [removed: 2024,] [added: 2025,] the Company processed and shipped ready mixed concrete and asphalt products from [removed: 110] [added: 112] properties in five states, of which [removed: 84] [added: 86] are located on land owned by the Company free of major encumbrances, [removed: 22] [added: 24] are on leased land and [removed: 4] [added: two] are on land owned in part and leased in part.

The following map presents the locations of these quarries and underground mines as of December 31, [removed: 2024:][added: 2025:]

[removed: ][added: ]

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

[added: A mineral resource is a] reasonable estimate of mineralization, [removed: taking into account] [added: considering] 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.

A proven mineral reserve is the economically mineable part of a measured mineral resource and [removed: can] [added: results] only [removed: result] from the conversion of a measured mineral resource.

Set forth in the tables below are the Company’s estimates as of December 31, [removed: 2024] [added: 2025] 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.

[removed: The Central] Division includes Indiana, Iowa, Kansas, Kentucky, Minnesota, Missouri, Nebraska, 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: 2023][added: 2024 with respect to each division for each product category of aggregates resources.]

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

The Company’s estimate of resources and reserves of aggregates shown in the tables below includes resources and reserves that would be devoted for use in the Company’s cement product line and [removed: Magnesia] Specialties business.

| Summary Mineral Resources At End of Fiscal Year Ended December 31, [removed: 20241,2] [added: 20251,2] | | | | | | | | | | | | | | | | |

| Central Division | | [removed: —] [added: 208] | | Crushed Stone | | [removed: 22,730] [added: 103,638] | | Crushed Stone | | [removed: 22,730] [added: 103,846] | | Crushed Stone | | [removed: —] [added: 31,197] | | Crushed Stone |

| West Division | | 61,320 | | Crushed Stone | | [removed: 7,572] [added: 15,572] | | Crushed Stone | | [removed: 68,892] [added: 76,892] | | Crushed Stone | | [removed: —] [added: 3,312] | | Crushed Stone |

| Summary Mineral ReservesAt End of Fiscal Year Ended December 31, [removed: 2024] [added: 2025] 1,2 | | | | | | | | | | | | |

| East Division | | [removed: 87,809] [added: 85,459] | | Sand & Gravel | | [removed: 98,374] [added: 97,599] | | Sand & Gravel | | [removed: 186,183] [added: 183,058] | | Sand & Gravel |

The tons presented were determined to be economically mineable using the [removed: 2023] [added: 2024] 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: $19.93, $18.46, $14.35] [added: $21.79, $20.13, $15.70] and [removed: $16.31,] [added: $17.22,] 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: $11.92, $13.27, $17.30] [added: $12.72, $14.15, $18.74] and [removed: $18.80,] [added: $20.70,] respectively.

The Company's reserves presented in the Central Division include dolomitic limestone reserves used in the [removed: Magnesia] Specialties business.

The following presents the Company’s [removed: total] annual production [added: by product line] for the last three [removed: years shown on a product line-by-product line basis.][added: years.]

| | | [removed: 2024] [added: 2025] | | | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | |

| Aggregates | | | [removed: 190.8] [added: 194.2] | | | | [removed: 208.5] [added: 190.8] | | | | [removed: 214.5] [added: 208.5] | |

| Cement limestone | | | [removed: 3.3] [added: 2.6] | | | | [removed: 6.1] [added: 3.3] | | | | [removed: 6.6] [added: 6.1] | |

| [removed: Magnesia] Specialties limestone | | | [removed: 3.1] [added: 3.2] | | | | [removed: 3.5] [added: 3.1] | | | | [removed: 2.9] [added: 3.5] | |

| Total | | | [removed: 197.2] [added: 200.2] | | | | [removed: 218.1] [added: 197.2] | | | | [removed: 224.0] [added: 218.1] | |

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

As of December 31, [removed: 2024,] [added: 2025,] the Company processed [removed: or] [added: and] shipped cement from [removed: three properties, all of which are located on land owned by the Company free of major encumbrances,] [added: its production facility] in Midlothian, Texas, south of Dallas/Fort Worth.

The following table summarizes certain information about the Company’s cement production [removed: facility,] [added: facility] at December 31, [removed: 2024:][added: 2025:]

| Midlothian, TX | | | 2.4 | | | Dry | | 2001 | | | [removed: 60] [added: 59] | |

As of December 31, [removed: 2024,] [added: 2025,] the Company estimated its total proven and probable limestone reserves on such land to be approximately [removed: 215] [added: 212] million tons, which are included in the Summary Mineral Reserves table.

As of December 31, [removed: 2024,] [added: 2025,] the Company also operated, directly or through third parties, [removed: 2] [added: 4] cement distribution terminals.

[removed: Magnesia Specialties] [added: Specialties] Business

The [removed: Magnesia] Specialties business currently operates major manufacturing facilities in [added: Woodville, Ohio;] Manistee, [removed: Michigan,] [added: Michigan; Gabbs, Nevada; Waynesville, North Carolina; Greendale, Indiana;] and [removed: Woodville, Ohio.][added: Aspers, Pennsylvania.]

[removed: Both] [added: All] of these facilities are owned.

During [removed: 2024,] [added: 2025,] the principal properties of the aggregates operations were believed to be utilized at average productive capacities of approximately [removed: 71%] [added: 68%] and [removed: were capable of supporting] [added: could support] a higher level of market demand.

Of this total, 58 ready mixed concrete plants located in Texas are classified as assets held for sale as of December 31, 2025.

The Central

| East Division | | 144,299 | | Crushed Stone | | 256,650 | | Crushed Stone | | 400,949 | | Crushed Stone | | 802,837 | | Crushed Stone |

| Total crushed stone | | 205,827 | | | | 375,860 | | | | 581,687 | | | | 837,346 | | |

| Central Division | | 2,206 | | Sand & Gravel | | 41,347 | | Sand & Gravel | | 43,553 | | Sand & Gravel | | 14,159 | | Sand & Gravel |

| Total sand & gravel | | 71,045 | | | | 166,438 | | | | 237,483 | | | | 25,429 | | |

| East Division | | 4,415,304 | | Crushed Stone | | 4,324,181 | | Crushed Stone | | 8,739,485 | | Crushed Stone |

| Central Division | | 1,414,378 | | Crushed Stone | | 1,395,001 | | Crushed Stone | | 2,809,379 | | Crushed Stone |

| Southwest Division | | 1,967,115 | | Crushed Stone | | 1,495,006 | | Crushed Stone | | 3,462,121 | | Crushed Stone |

| West Division | | 434,551 | | Crushed Stone | | 542,725 | | Crushed Stone | | 977,276 | | Crushed Stone |

| Total crushed stone | | 8,231,348 | | | | 7,756,913 | | | | 15,988,261 | | |

| Central Division | | 229,280 | | Sand & Gravel | | 87,979 | | Sand & Gravel | | 317,259 | | Sand & Gravel |

| Southwest Division | | 51,088 | | Sand & Gravel | | 141,218 | | Sand & Gravel | | 192,306 | | Sand & Gravel |

| West Division | | 215,081 | | Sand & Gravel | | 16,170 | | Sand & Gravel | | 231,251 | | Sand & Gravel |

| Total sand & gravel | | 580,908 | | | | 342,966 | | | | 923,874 | | |

The Company's reserves in the West Division include magnesite reserves used in the Specialties business.

| Specialties magnesite1 | | | 0.2 | | | | — | | | | — | |

*1* *Production tons presented for period of ownership.*

This facility is located on land owned by the Company free of major encumbrances.

The Company's cement operations are classified as assets held for sale as of December 31, 2025.

A mineral resource is a

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

| East Division | | 144,299 | | Crushed Stone | | 442,984 | | Crushed Stone | | 587,283 | | Crushed Stone | | 695,850 | | Crushed Stone |

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

| Central Division | | 1,102 | | Sand & Gravel | | 35,390 | | Sand & Gravel | | 36,492 | | Sand & Gravel | | — | | Sand & Gravel |

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

| East Division | | 4,510,536 | | Crushed Stone | | 4,181,925 | | Crushed Stone | | 8,692,461 | | Crushed Stone |

| 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 | | |

| 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 cement business’ leadership, in collaboration with the aggregates and ready mixed concrete teams, has developed strategic plans regarding inter-plant efficiencies, as well as tactical plans addressing plant utilization and efficiency.

The Company’s Magnesia Specialties business expects future organic profit growth to result from increased pricing, commercialization of new products, entry into new or adjacent markets and optimization of overall product mix.

Any unplanned change in costs or customers introduces volatility to the earnings of the Magnesia Specialties segment.

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/916076/000095017025024770/mlm-ex95.htm)] [added: 95](https://www.sec.gov/Archives/edgar/data/916076/000119312526059193/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: 21, 2025:][added: 19, 2026:]

| C. Howard Nye | [removed: 62] [added: 63] | Chair of the Board, | 2014 | |

| Donald A. McCunniff | [removed: 67] [added: 68] | Executive Vice President, Chief Human Resources Officer | 2024 | |

| Robert J. Cardin | [removed: 61] [added: 62] | Senior Vice President, Controller and Chief Accounting Officer | 2019 | [added: Interim Chief Financial Officer (2025)] |

| Michael J. Petro | [removed: 41] [added: 42] | Senior Vice President, [removed: Strategy & Development] [added: Chief Financial Officer] | [removed: 2021] [added: 2025] | [added: Senior] Vice President, Strategy and Development [added: (2021-2025); Vice President, Strategy and Development] (2018-2021) |

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

[added: #] PART II

| Jason P. Flynn | 45 | Senior Vice President, Chief Information Officer | 2023 | Vice President, Strategic Finance, Procurement and Supply Chain (2021-2023); Director, Business Performance Improvement (2020-2021) |

| James A. J. Nickolas | 54 | Executive Vice President, Chief Financial Officer | 2023 | Senior Vice President, Chief Financial Officer (2017-2023) |

| Roselyn R. Bar | 66 | Executive Vice President | 2015 | General Counsel (2001-2024); Corporate Secretary (1997-2024) |

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

| 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) |

There were [removed: 652] [added: 614] holders of record of the Company’s common stock as of February [removed: 17, 2025.][added: 16, 2026.]

The following graph and accompanying table compare the five-year cumulative total return from December 31, [removed: 2019] [added: 2020] to December 31, [removed: 2024] [added: 2025] 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: 32] [added: 34] | | [removed: ] [added: ] |

| October 1, 2025 — October 31, 2025 | | | — | | | $ | — | | | | — | | | | 11,024,507 | |

| November 1, 2025 — November 30, 2025 | | | — | | | $ | — | | | | — | | | | 11,024,507 | |

| December 1, 2025 — December 31, 2025 | | | — | | | $ | — | | | | — | | | | 11,024,507 | |

| Total | | | — | | | $ | — | | | | — | | | | 11,024,507 | |

| 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 | |

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

| | [Statement of Responsibility and Management’s Report on](#statement_financial_responsibility_manag) [Internal Control over Financial Reporting](#statement_financial_responsibility_manag) | | [removed: 63] [added: 66] |

| | [Report of Independent Registered Public Accounting Firm](#report_independent_registered_public_acc) | | [removed: 65] [added: 68] |

| | [Consolidated Statements of Earnings –](#statements_of_earnings) [for years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#statements_of_earnings)] [added: 2023](#statements_of_earnings)] | | [removed: 67] [added: 70] |

| | [Consolidated Statements of Comprehensive Earnings –](#statements_of_comprehensive_earnings) [for years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#statements_of_comprehensive_earnings)] [added: 2023](#statements_of_comprehensive_earnings)] | | [removed: 68] [added: 71] |

| | [Consolidated Balance Sheets –](#balance_sheets) [at December 31, [removed: 2024] [added: 2025] and [removed: 2023](#balance_sheets)] [added: 2024](#balance_sheets)] | | [removed: 69] [added: 72] |

| | [Consolidated Statements of Cash Flows –](#statements_of_cash_flow) [for years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#statements_of_cash_flow)] [added: 2023](#statements_of_cash_flow)] | | [removed: 70] [added: 73] |

| | [Consolidated Statements of Total Equity –](#statements_of_equity) [for years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#statements_of_equity)] [added: 2023](#statements_of_equity)] | | [removed: 71] [added: 74] |

| | [Notes to Financial Statements](#notes_to_financial_statements) | | [removed: 72] [added: 75] |

The consolidated balance sheets for Martin Marietta, at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] 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: 63] [added: 66] | | [removed: ] [added: ] |

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

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: 2024.][added: 2025.]

The consolidated financial statements of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] 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, *Chair, President and Chief Executive Officer* | [removed: James A.] [added: Michael] J. [removed: Nickolas, *Executive Vice] [added: Petro, *Senior* *Vice] President and Chief Financial Officer* |

[removed: February 21, 2025][added: | | | 2025 | | | | | | | | | | |]

| Form 10-K ♦ Page [removed: 64] [added: 67] | | [removed: ] [added: ] |

We have audited the accompanying consolidated balance sheets of Martin Marietta Materials, Inc. and its subsidiaries (the "Company") as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: December 31, 2024,] 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: 2024,] [added: 2025,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] appearing under Item 15(a)(2) (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: December 31, 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] 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: 2024,] [added: 2025,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in [removed: the accompanying] Management’s Report on Internal Control over Financial [removed: Reporting.][added: Reporting appearing under Item 8.]

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 [added: 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: 65] [added: 68] | | [removed: ] [added: ] |

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

| Form 10-K ♦ Page [removed: 66] [added: 69] | | [removed: ] [added: ] |

| *years ended December 31* (in millions, except per share data) | | | [removed: 2024] [added: 2025] | | | | | [removed: 2023] [added: 2024] | | | | | [removed: 2022] [added: 2023] | | |

| Selling, general and administrative expenses | | | | [removed: 447] [added: 443] | | | | | [removed: 443] [added: 429] | | | | | [removed: 397] [added: 425] | |

| Acquisition, divestiture and integration expenses | | | | [removed: 50] [added: 15] | | | | | [removed: 12] [added: 50] | | | | | [removed: 9] [added: 12] | |

| Other operating income, net | | | | [removed: (1,326] [added: (6] | ) | | | | [removed: (28] [added: (1,322] | ) | | | | [removed: (190] [added: (25] | ) |

| Interest expense | | | | [removed: 169] [added: 230] | | | | | [removed: 165] [added: 169] | | | | | [removed: 169] [added: 165] | |

| Other nonoperating income, net | | | | [removed: (58] [added: (19] | ) | | | | [removed: (62] [added: (56] | ) | | | | [removed: (53] [added: (58] | ) |

| [removed: Earnings] [added: Earnings] from continuing operations before income tax [removed: expense] [added: expense] | | | | [removed: 2,596] | | | | | [removed: 1,493] | | | | | [removed: 1,091] | | [added: | | | | | | $ | 1,226 | |]

| Income tax expense | | | [removed: | 600 | |] [added: 42] | | | [removed: 293] | [added: 51] | | | | [removed: 235] [added: 48] | |

| Earnings from continuing operations | | | | [removed: 1,996] [added: 990] | | | | | [removed: 1,200] [added: 1,816] | | | | | [removed: 856] [added: 992] | |

| [removed: (Loss)] Earnings from discontinued operations, net of income tax [removed: (benefit)] expense | | | | [removed: —] [added: 147] | | | | | [removed: (30] [added: 180] | [removed: )] | | | | [removed: 11] [added: 178] | |

| Consolidated net earnings | | | | [removed: 1,996] [added: 1,137] | | | | | [removed: 1,170] [added: 1,996] | | | | | [removed: 867] [added: 1,170] | |

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

| Net Earnings Attributable to Martin Marietta | | | $ | [removed: 1,995] [added: 1,137] | | | | $ | [removed: 1,169] [added: 1,995] | | | | $ | [removed: 867] [added: 1,169] | |

| Net Earnings [removed: (Loss)] Attributable to Martin Marietta Per Common Share (see Note A) | | | | | | | | | | | | | | | |

Management has excluded the internal control over financial reporting of Premier Magnesia, LLC from its assessment of the Company’s internal control over financial reporting as of December 31, 2025, because this business was acquired by the Company in a purchase business combination during 2025 and has not been integrated into the Company’s existing systems and internal control over financial reporting.

Those controls that were not integrated have been excluded from management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2025.

The excluded elements represent controls for $114 million of consolidated assets and $107 million of consolidated revenues as of and for the year ended December 31, 2025.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Premier Magnesia, LLC from its assessment of internal control over financial reporting as of December 31, 2025, because it was acquired by the Company in a purchase business combination during 2025.

We have also excluded Premier Magnesia, LLC from our audit of internal control over financial reporting.

Premier Magnesia, LLC is a wholly-owned subsidiary whose total consolidated assets and total consolidated revenues excluded from management’s assessment and our audit of internal control over financial reporting represent $114 million and $107 million, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.

*Valuation of the Projected Benefit Obligation - Defined Benefit Pension Plans*

As described in Note J to the consolidated financial statements, the Company’s net projected benefit obligation for defined benefit pension plans was $1,008 million as of December 31, 2025.

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 include the discount rate, rate of increase in future compensation levels, mortality table and mortality improvement scale.

These procedures included testing the effectiveness of controls relating to the valuation of the projected benefit obligation for the defined benefit pension plans.

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 of the projected benefit obligation for the defined benefit pension 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.

February 19, 2026

| Revenues | | | $ | 6,150 | | | | $ | 5,662 | | | | $ | 5,851 | |

| Cost of revenues | | | | 4,261 | | | | | 4,026 | | | | | 4,106 | |

| Gross Profit | | | | 1,889 | | | | | 1,636 | | | | | 1,745 | |

| Earnings from Operations | | | | 1,437 | | | | | 2,479 | | | | | 1,333 | |

| Total basic attributable to common shareholders | | | $ | 18.81 | | | | $ | 32.50 | | | | $ | 18.88 | |

| Total diluted attributable to common shareholders | | | $ | 18.77 | | | | $ | 32.41 | | | | $ | 18.82 | |

| | | | | 71 | | | | | 39 | | | | | (12 | ) |

| | | | | 73 | | | | | 36 | | | | | (11 | ) |

| Inventories, net | | | | 1,078 | | | | | 1,018 | |

| Property, plant and equipment, net | | | | 10,290 | | | | | 9,660 | |

| Goodwill | | | | 3,614 | | | | | 3,393 | |

| Operating lease right-of-use assets, net | | | | 367 | | | | | 366 | |

| Noncurrent assets held for sale | | | | — | | | | | 1,179 | |

| Unpaid commitments to limited liability companies | | | | 51 | | | | | 44 | |

| Other current liabilities | | | | 212 | | | | | 183 | |

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

| Proceeds from borrowings | | | | 640 | | | | | 2,758 | | | | | — | |

| Repurchases of common stock | | | (910,831 | ) | | | — | | | | — | | | | — | | | | (454 | ) | | | (454 | ) | | | — | | | | (454 | ) |

| Distribution to owners of noncontrolling interest | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (1 | ) | | | (1 | ) |

| Balance at December 31, 2025 | | | 60,309,739 | | | $ | 1 | | | $ | 3,569 | | | $ | 60 | | | $ | 6,402 | | | $ | 10,032 | | | $ | 2 | | | $ | 10,034 | |

The Specialties business produces high-purity natural and synthetic magnesia-based products, including magnesium sulfate, magnesium oxide and magnesium hydroxide, used in environmental, industrial, agricultural, construction, consumer and specialty applications.

The July 2025 acquisition of Premier Magnesia expanded the Company's product portfolio and enhanced its dolomitic magnesia mineral reserves and processing capabilities.

In August 2025, the Company entered into a definitive agreement for the exchange of certain assets (see Note B).

The pending disposal of the Company's cement plant, related cement terminals and Texas ready mixed concrete plants meets the criteria for held for sale and the associated financial results of these operations are reported as discontinued operations for all periods presented.

The Company has recast all comparative prior-period financial information presented in the financial statements and related notes to the financial statements, unless otherwise noted, to reflect this presentation.

Current conditions are assessed by considering factors such as changes in the economic environment, customer payment trends, and industry specific risks that may affect collectability.

Premier Magnesia, LLC. On July 25, 2025, the Company acquired Premier Magnesia, LLC (Premier), a privately-owned producer and distributor of magnesia-based products, using cash on hand and credit-facility borrowings.

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 included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the mineral reserves acquired.

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.

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

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

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

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

| | | | $ | 32.50 | | | | $ | 18.88 | | | | $ | 13.91 | |

| | | | $ | 32.41 | | | | $ | 18.82 | | | | $ | 13.87 | |

| Amortization of actuarial loss, net of tax of $0, $0 and $1, respectively | | | | 1 | | | | | — | | | | | 3 | |

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

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

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

| Accrued interest | | | | 45 | | | | | 41 | |

| Noncurrent asset retirement obligations | | | | 423 | | | | | 383 | |

| Purchase of restricted investments to discharge long-term debt | | | | — | | | | | — | | | | | (704 | ) |

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

| Repurchases of common stock | | | (418,336 | ) | | | — | | | | — | | | | — | | | | (150 | ) | | | (150 | ) | | | — | | | | (150 | ) |

When the Company arranges

There is no goodwill related to the Magnesia Specialties business.

The Company performs a Step 1 analysis for all its reporting units every three years.

| | | 2023 | | | | | | | | | | |

| | | 2022 | | | | | | | | | | |

New Accounting Pronouncements. In November 2023, the FASB issued ASU 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually.

Additionally, the ASU requires a public entity to disclose the title and position of the Chief Operating Decision Maker.

The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments.

ASU 2023-09 is effective prospectively for annual periods beginning after December 15, 2024, and early adoption and retrospective application are permitted.

The ASU will impact the Company's income tax disclosures beginning with the financial statements included in the 2025 Annual Report on Form 10-K, but will have no impact on its results of operations, cash flows or financial condition.

| Goodwill | | | 263 | |

| | | | | | | | | |

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

| Revenues | | $ | 6,588 | | | $ | 7,003 | |

Thus, these amounts are subject to change during the measurement period, which extends no longer than one year from the consummation date, and remains open as of December 31, 2024.

Specific accounts subject to ongoing purchase accounting adjustments, include, but are not limited to, property, plant and equipment; goodwill; other assets; and other liabilities.

As of December 31, 2024 and 2023, no operations were classified as discontinued operations.

As of December 31, [removed: 2024,] [added: 2025,] 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.

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: 2024.][added: 2025.]

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: 2024.][added: 2025.]

There were no changes in the Company’s internal control over financial reporting during the most recently completed fiscal quarter ended December 31, [removed: 2024] [added: 2025] that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance [removed: that any design will succeed in achieving its stated goals under all potential future conditions.]

| Form 10-K ♦ Page [removed: 104] [added: 109] | | [removed: ] [added: ] |

Management has excluded the internal control over financial reporting of Premier Magnesia, LLC from its assessment of the Company’s internal control over financial reporting as of December 31, 2025, because this business was acquired by the Company in a purchase business combination during 2025 and has not been integrated into the Company’s existing systems and internal control over financial reporting.

Those controls that were not integrated have been excluded from management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2025.

The excluded elements represent controls for $114 million of consolidated assets and $107 million of consolidated revenues as of and for the year ended December 31, 2025.

that any design will succeed in achieving its stated goals under all potential future conditions.

During the three months ended December 31, [removed: 2024,] [added: 2025,] no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or 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: 105] [added: 110] | | [removed: ] [added: ] |

[added: #] PART III

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 "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: 2024] [added: 2025] (the [removed: “2025] [added: “2026] 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: 2025] [added: 2026] Proxy Statement.

[removed: A copy of the] [added: 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,” “Required Pay Disclosures,” “Corporate Governance Matters,” “Management Development and Compensation Committee Report,” and “Compensation Committee Interlocks and Insider Participation” in the Company’s [removed: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2025] [added: 2026] Proxy Statement, and that information is hereby incorporated by reference in this Form 10-K.

| Form 10-K ♦ [removed: 106] [added: 111] | | [removed: ] [added: ] |

[added: #] PART IV

The consent of the Company’s independent registered public accounting firm is attached as [Exhibit [removed: 23.01](https://www.sec.gov/Archives/edgar/data/916076/000095017025024770/mlm-ex23_01.htm)] [added: 23.01](https://www.sec.gov/Archives/edgar/data/916076/000119312526059193/mlm-ex23_01.htm)] to this Form 10-K.

| Form 10-K ♦ [removed: 107] [added: 112] | | [removed: ] [added: ] |

| [removed: 4.06] [added: 4.04] | [Indenture dated as of April 30, 2007 between Martin Marietta Materials, Inc. and Truist Bank (as successor by merger to SunTrust Bank and formerly known as Branch Banking and Trust Company, Inc.), as trustee (incorporated by reference to Exhibit 4.1 to the Martin Marietta Materials, Inc. Current Report on Form 8-K, filed on April 30, 2007 (Commission File No. 1-12744))](https://www.sec.gov/Archives/edgar/data/916076/000095014407003966/g07010exv4w1.htm) |

| [removed: 4.07] [added: 4.05] | [Second Supplemental Indenture, dated as of April 30, 2007, between Martin Marietta Materials, Inc. and Truist Bank, as trustee, to that certain Indenture dated as of April 30, 2007 between Martin Marietta Materials, Inc. and Truist Bank, as trustee, pursuant to which were issued $250,000,000 aggregate principal amount of 6*¼%* Senior Notes due 2037 of Martin Marietta Materials, Inc. (incorporated by reference to Exhibit 4.3 to the Martin Marietta Materials, Inc. Current Report on Form 8-K, filed on April 30, 2007 (Commission File No. 1-12744))](https://www.sec.gov/Archives/edgar/data/916076/000095014407003966/g07010exv4w3.htm) |

| [removed: 4.08] [added: 10.11] | [removed: [Purchase Agreement] [added: [Ninth Amendment to Credit and Security Agreement,] dated as of [removed: June 23, 2014] [added: April 17, 2018,] among Martin Marietta [added: Funding LLC, as borrower, Martin Marietta] Materials, [removed: Inc.] [added: Inc., as servicer,] and [removed: Deutsche Bank Securities Inc.] [added: Truist Bank, as lender, together with the other lenders from time to time party thereto,] and [removed: J.P. Morgan Securities LLC,] [added: Truist Bank,] as [removed: representatives of] [added: administrative agent for] the [removed: several initial purchasers named in Schedule 1 thereto] [added: lenders] (incorporated by reference to Exhibit 10.1 [removed: of] [added: to] the [removed: Company’s] [added: Martin Marietta Materials, Inc.] Current Report on Form [removed: 8-K,] [added: 8-K] filed on [removed: June 24, 2014)] [added: April 17, 2018)] (Commission File No. [removed: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015714000679/ex10-1.htm)] [added: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015718000431/ex10-1.htm)] |

| [removed: 4.09] [added: 4.06] | [Indenture, dated as of [removed: July 2, 2014,] [added: May 22, 2017,] between Martin Marietta Materials, Inc. and Regions Bank, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on [removed: July 2, 2014)] [added: May 22, 2017)] (Commission File No. [removed: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015714000736/ex4-1.htm)] [added: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000119312517178064/d401743dex41.htm)] |

| 4.10 | [Form of [removed: 4.250%] [added: 3.500%] Senior Notes due [removed: 2024] [added: 2027] (included in Exhibit [removed: 4.09)](https://www.sec.gov/Archives/edgar/data/916076/000095015714000736/ex4-1.htm)] [added: 4.13)](https://www.sec.gov/Archives/edgar/data/916076/000119312517374738/d499713dex42.htm)] |

| [removed: 4.11] [added: 4.14] | [removed: [Indenture,] [added: [Fourth Supplemental Indenture,] dated as of [removed: May 22, 2017,] [added: July 2, 2021,] between Martin Marietta Materials, Inc. and Regions Bank, as trustee (incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] of the Company’s Current Report on Form 8-K, filed on [removed: May 22, 2017)] [added: July 2, 2021)] (Commission File No. [removed: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000119312517178064/d401743dex41.htm)] [added: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015721000738/ex4-2.htm)] |

| [removed: 4.12] [added: 4.07] | [First Supplemental Indenture, dated as of May 22, 2017, between Martin Marietta Materials, Inc. and Regions Bank, as trustee, governing the Senior Notes issued by the Company on May 22, 2017, in the form of the $300 million aggregate principal amount of Floating Rate Senior Notes due 2020 and $300 million aggregate principal amount of 3.450% Senior Notes due 2027 (incorporated by reference to Exhibit 4.2 to the Martin Marietta Materials, Inc. Current Report on Form 8-K, filed on May 22, 2017 (Commission File No. 1-12744))](https://www.sec.gov/Archives/edgar/data/916076/000119312517178064/d401743dex42.htm) |

| [removed: 4.13] [added: 4.08] | [Form of 3.450% Senior Notes due 2027 (included in Exhibit [removed: 4.12)](https://www.sec.gov/Archives/edgar/data/916076/000119312517178064/d401743dex42.htm)] [added: 4.11)](https://www.sec.gov/Archives/edgar/data/916076/000119312517178064/d401743dex42.htm)] |

| [removed: 4.14] [added: 4.09] | [Second Supplemental Indenture, dated as of December 20, 2017, between Martin Marietta Materials, Inc. and Regions Bank, as trustee, governing the Senior Notes issued by the Company on December 20, 2017, in the form of the $300 million aggregate principal amount of Floating Rate Senior Notes due 2019, $500 million aggregate principal amount of 3.500% Senior Notes due 2027, and $600 million aggregate principal amount of 4.250% Senior Notes due 2047 (incorporated by reference to Exhibit 4.2 to the Martin Marietta Materials, Inc. Current Report on Form 8-K, filed on December 20, 2017 (Commission File No. 1-12744))](https://www.sec.gov/Archives/edgar/data/916076/000119312517374738/d499713dex42.htm) |

| [removed: 4.15] [added: 4.11] | [Form of [removed: 3.500%] [added: 4.250%] Senior Notes due [removed: 2027] [added: 2047] (included in Exhibit [removed: 4.14)](https://www.sec.gov/Archives/edgar/data/916076/000119312517374738/d499713dex42.htm)] [added: 4.13)](https://www.sec.gov/Archives/edgar/data/916076/000119312517374738/d499713dex42.htm)] |

| [removed: 4.16] [added: 4.13] | [Form of [removed: 4.250%] [added: 2.500%] Senior Notes due [removed: 2047 (included] [added: 2030 (contained] in Exhibit [removed: 4.14)](https://www.sec.gov/Archives/edgar/data/916076/000119312517374738/d499713dex42.htm)] [added: 4.16)](https://www.sec.gov/Archives/edgar/data/916076/000095015720000377/ex4-2.htm)] |

| [removed: 4.17] [added: 4.12] | [Third Supplemental Indenture, dated as of March 16, 2020, between Martin Marietta Materials, Inc. and Regions Bank, as trustee, governing the Senior Notes issued by the Company on March 16, 2020, in the form of $500 million aggregate principal amount of 2.500% Senior Notes due 2030 (incorporated by reference to Exhibit 4.2 to the Martin Marietta Materials, Inc. Current Report on Form 8-K, filed on March 16, 2020 (Commission File No. 1-12744))](https://www.sec.gov/Archives/edgar/data/916076/000095015720000377/ex4-2.htm) |

| [removed: 4.18] [added: 4.15] | [Form of [removed: 2.500%] [added: 2.400%] Senior Notes due [removed: 2030] [added: 2031] (contained in Exhibit [removed: 4.17)](https://www.sec.gov/Archives/edgar/data/916076/000095015720000377/ex4-2.htm)] [added: 4.18)](https://www.sec.gov/Archives/edgar/data/916076/000095015721000738/ex4-2.htm)] |

| [removed: 4.19] [added: 4.17] | [removed: [Fourth] [added: [Fifth] Supplemental Indenture, dated as of [removed: July 2, 2021,] [added: November 4, 2024,] between Martin Marietta Materials, Inc. and Regions Bank, as [removed: trustee] [added: trustee,] (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed on [removed: July 2, 2021)] [added: November 4, 2024)] (Commission File No. [removed: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015721000738/ex4-2.htm)] [added: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015724001472/ex4-2.htm)] |

| [removed: 4.20] [added: 4.16] | [Form of [removed: 2.400%] [added: 3.200%] Senior Notes due [removed: 2031] [added: 2051] (contained in Exhibit [removed: 4.19)](https://www.sec.gov/Archives/edgar/data/916076/000095015721000738/ex4-2.htm)] [added: 4.18)](https://www.sec.gov/Archives/edgar/data/916076/000095015721000738/ex4-2.htm)] |

| [removed: 4.21] [added: 4.19] | [Form of [removed: 3.200%] [added: 5.500%] Senior Notes due [removed: 2051] [added: 2054] (contained in Exhibit [removed: 4.19)](https://www.sec.gov/Archives/edgar/data/916076/000095015721000738/ex4-2.htm)] [added: 4.21)](https://www.sec.gov/Archives/edgar/data/916076/000095015724001472/ex4-2.htm)] |

| Form 10-K ♦ [removed: 108] [added: 113] | | [removed: ] [added: ] |

| [removed: 4.22] [added: 2.02] | [removed: [Fifth Supplemental Indenture,] [added: [Equity and Asset Exchange Agreement,] dated as of [removed: November 4, 2024,] [added: August 3, 2025,] between Martin Marietta Materials, Inc. and [removed: Regions Bank, as trustee,] [added: Quikrete Holdings, Inc.] (incorporated by reference to Exhibit [removed: 4.2 of] [added: 2.1 to] the [removed: Company’s] [added: Martin Marietta Materials, Inc.] Current Report on Form [removed: 8-K,] [added: 8-K] filed on [removed: November 4, 2024)] [added: August 7, 20205)] (Commission File No. [removed: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015724001472/ex4-2.htm)] [added: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015725000633/ex2-1.htm)] |

| [removed: 4.23] [added: 4.18] | [Form of 5.150% Senior Notes due 2034 (contained in Exhibit [removed: 4.22)](https://www.sec.gov/Archives/edgar/data/916076/000095015724001472/ex4-2.htm)] [added: 4.21)](https://www.sec.gov/Archives/edgar/data/916076/000095015724001472/ex4-2.htm)] |

| [removed: 4.25] [added: 4.20] | [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) |

| 10.01 | [removed: [$800,000,000] [added: $800,000,000] Credit Agreement dated as of December 21, 2021 among Martin Marietta Materials, Inc., JPMorgan Chase Bank, N.A., as Administrative Agent, and Deutsche Bank AG New York Branch, PNC Bank, National Association, Truist Bank, and Wells Fargo Bank, National Association, as [removed: Co-Syndication Agents (incorporated by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc., Current Report on Form 8-K filed on December 27, 2021) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015721001282/ex10-1.htm)] |

| [removed: 10.05] [added: 10.06] | [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: 10.06] [added: 10.07] | [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: 10.07] [added: 10.08] | [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: 10.08] [added: 10.09] | [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: 10.09] [added: 10.10] | [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, [removed: as](https://www.sec.gov/Archives/edgar/data/916076/000156459016025538/mlm-ex1001_6.htm)] [added: 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 30, 2016) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000156459016025538/mlm-ex1001_6.htm)] |

| Form 10-K ♦ [removed: 109] [added: 114] | | [removed: ] [added: ] |

| [added: 10.21] | [removed: [administrative agent for the lenders] [added: [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 [removed: 8-K] [added: 8‑K,] filed on [removed: September 30, 2016)] [added: August 19, 2008)] (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/916076/000095014408006590/g14828k1exv10w1.htm)] |

| [removed: 10.10] [added: 10.12] | [removed: [Ninth] [added: [Tenth] Amendment to Credit and Security Agreement, dated as of [removed: April 17,] [added: September 28,] 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 [removed: April 17,] [added: September 25,] 2018) (Commission File No. [removed: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015718000431/ex10-1.htm)] [added: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015718001002/ex10-1.htm)] |

| [removed: 10.11] [added: 10.13] | [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: 10.12] [added: 10.15] | [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: 10.13] [added: 10.14] | [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: 10.14] [added: 10.16] | [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: 10.15] [added: 10.18] | [removed: [Fourteenth] [added: [Sixteenth] Amendment to Credit Agreement, dated as of September [removed: 21, 2022,] [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 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: 19, 2024)] (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/916076/000095015724001270/ex10-01.htm)] |

| [removed: 10.16] [added: 10.17] | [Fifteenth Amendment to Credit Agreement, dated as of September 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 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) |

| [removed: 10.17] [added: 10.19] | [removed: [Sixteenth] [added: [Seventeenth] Amendment to Credit Agreement, dated as of September [removed: 18, 2024,] [added: 16, 2025,] 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 [removed: Sun Trust] [added: SunTrust] Bank, as administrative agent for the lenders (including a conformed copy of the Credit Agreement attached as Exhibit A [removed: thereto)] [added: thereto).] (incorporated [removed: by](https://www.sec.gov/Archives/edgar/data/916076/000095015724001270/ex10-01.htm)] [added: by reference to Exhibit 10.01 to the Martin Marietta Materials, Inc. Current Report on Form 8-K filed on September 17, 2025) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015725000794/ex10-01.htm)] |

| Form 10-K ♦ [removed: 110] [added: 115] | | [removed: ] [added: ] |

| [added: 10.38] | [removed: [reference] [added: [Martin Marietta Nonqualified Deferred Cash Compensation Plan (incorporated by reference] to Exhibit 10.1 to the Martin Marietta Materials, [removed: Inc.,] [added: Inc.] Current Report on Form [removed: 8-K] [added: 8-K,] filed on [removed: September 19, 2024)] [added: June 29, 2020] (Commission File No. [removed: 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000095015724001270/ex10-01.htm)] [added: 1-12744))](https://www.sec.gov/Archives/edgar/data/916076/000119312520182492/d708540dex101.htm)] |

| 10.05 | [Loan Modification No. 4 and Extension Agreement dated as of December 19, 2025 among the Corporation, the Lenders (as defined in the Amendment) 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 19, 2025 (Commission File No. 1-27444)](https://www.sec.gov/Archives/edgar/data/916076/000095015725001013/ex10-1.htm) |

| Form 10-K ♦ 116 | |  |

| | [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) |

| Form 10-K ♦ 117 | |  |

| 4.04 | Indenture dated as of December 1, 1995 between Martin Marietta Materials, Inc. and First Union National Bank of North Carolina (incorporated by reference to Exhibit 4(a) to the Martin Marietta Materials, Inc. registration statement on Form S-3 (SEC Registration No. 33-99082)) (P) |

| 4.05 | Form of Martin Marietta Materials, Inc. 7% Debenture due 2025 (incorporated by reference to Exhibit 4(a)(i) to the Martin Marietta Materials, Inc. registration statement on Form S-3 (SEC Registration No. 33-99082)) (P) |

| 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) |

| Form 10-K ♦ 111 | |  |

| 10.39 | [Offer Letter, dated as of January 11, 2019, by and between Martin Marietta Materials, Inc. and Robert J. Cardin (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, 2019) (Commission File No. 1-12744)](https://www.sec.gov/Archives/edgar/data/916076/000156459019027408/mlm-ex1001_8.htm) |

| *23.01 | [Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm for Martin Marietta Materials, Inc. and consolidated subsidiaries](https://www.sec.gov/Archives/edgar/data/916076/000095017025024770/mlm-ex23_01.htm) |

| Form 10-K ♦ 112 | |  |

| Form 10-K ♦ [removed: 113] [added: 118] | | [removed: ] [added: ] |

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

Dated: February [removed: 21, 2025][added: 19, 2026]

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

| Form 10-K ♦ [removed: 114] [added: 119] | | [removed: ] [added: ] |

| /s/ C. Howard Nye | | Chair of the Board, | | February [removed: 21, 2025] [added: 19, 2026] |

| [removed: James A.] [added: Michael] J. [removed: Nickolas] [added: Petro] | | and Chief Financial Officer | | |

| /s/ Robert J. Cardin | | Senior Vice President, | | February [removed: 21, 2025] [added: 19, 2026] |

| /s/ Dorothy M. Ables | | Director | | February [removed: 21, 2025] [added: 19, 2026] |

| /s/ Sue W. Cole | | Director | | February [removed: 21, 2025] [added: 19, 2026] |

| /s/ Anthony R. Foxx | | Director | | February [removed: 21, 2025] [added: 19, 2026] |

| /s/ John J. Koraleski | | Director | | February [removed: 21, 2025] [added: 19, 2026] |

| /s/ Mary T. Mack | | Director | | February [removed: 21, 2025] [added: 19, 2026] |

| /s/ Laree E. Perez | | Director | | February [removed: 21, 2025] [added: 19, 2026] |

| /s/ Thomas H. Pike | | Director | | February [removed: 21, 2025] [added: 19, 2026] |

| /s/ Donald W. Slager | | Director | | February [removed: 21, 2025] [added: 19, 2026] |

| /s/ David C. Wajsgras | | Director | | February [removed: 21, 2025] [added: 19, 2026] |

| Form 10-K ♦ [removed: 115] [added: 120] | | [removed: ] [added: ] |

| By: | | /s/ Sara W. Brown |

| | | Sara W. Brown |

| /s/ Michael J. Petro | | Senior Vice President | | February 19, 2026 |

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

| | | Bradley D. Kohn |

Kohn and Sara W.

| /s/ James A. J. Nickolas | | Executive Vice President | | February 21, 2025 |