Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-12744

MARTIN MARIETTA MATERIALS, INC.

(Exact Name of Registrant as Specified in its Charter)

North Carolina56-1848578
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
4123 Parklake Avenue**,** Raleigh**,** NC27612
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (919) 781-4550

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock (Par Value $0.01)MLMThe New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date.

ClassOutstanding as of August 4, 2025
Common Stock, $0.01 par value60,306,003

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2025

Page
Part I. Financial Information:
Item 1. Financial Statements
Consolidated Balance Sheets – June 30, 2025 and December 31, 20243
Consolidated Statements of Earnings and Comprehensive Earnings – Three and Six Months Ended June 30, 2025 and 20244
Consolidated Statements of Cash Flows – Six Months Ended June 30, 2025 and 20245
Consolidated Statements of Total Equity – Three and Six Months Ended June 30, 2025 and 20246
Notes to Consolidated Financial Statements7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations24
Item 3. Quantitative and Qualitative Disclosures About Market Risk36
Item 4. Controls and Procedures36
Part II. Other Information:
Item 1. Legal Proceedings37
Item 1A. Risk Factors37
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds37
Item 4. Mine Safety Disclosures37
Item 5. Other Information37
Item 6. Exhibits38
Signatures39

Page 2 of 33

PART I. FINANCIAL INFORMATION

Next: Item 1. Financial Statements.