Martin Marietta Materials 10-Q 2026-03-31

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 March 31, 2026

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 Carolina	56-1848578
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4123 Parklake Avenue**,** Raleigh**,** NC	27612
(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 class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock (Par Value $0.01)		MLM		The 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.

Class		Outstanding as of April 27, 2026
Common Stock, $0.01 par value		60,045,900

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2026

	Page
Part I. Financial Information:
Item 1. Financial Statements
Consolidated Balance Sheets – March 31, 2026 and December 31, 2025		3
Consolidated Statements of Earnings and Comprehensive Earnings – Three Months Ended March 31, 2026 and 2025		4
Consolidated Statements of Cash Flows – Three Months Ended March 31, 2026 and 2025		5
Consolidated Statements of Total Equity – Three Months Ended March 31, 2026 and 2025		6
Notes to Consolidated Financial Statements		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		23
Item 3. Quantitative and Qualitative Disclosures About Market Risk		33
Item 4. Controls and Procedures		33
Part II. Other Information:
Item 1. Legal Proceedings		34
Item 1A. Risk Factors		34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		49
Item 4. Mine Safety Disclosures		49
Item 5. Other Information		50
Item 6. Exhibits		51
Signatures		52

Page 2 of 33

PART I. FINANCIAL INFORMATION

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

(UNAUDITED) CONSOLIDATED BALANCE SHEETS

		March 31,				December 31,
		2026				2025
		(In Millions, Except Share and Par Value Data)
ASSETS
Current Assets:
Cash and cash equivalents		$	273			$	67
Accounts receivable, net			780				723
Inventories, net			1,213				1,078
Current assets held for sale			8				1,230
Other current assets			82				95
Total Current Assets			2,356				3,193
Property, plant and equipment			17,810				15,330
Allowances for depreciation, depletion and amortization			(5,168	)			(5,040	)
Net property, plant and equipment			12,642				10,290
Goodwill			3,828				3,614
Other intangibles, net			505				459
Operating lease right-of-use assets, net			381				367
Other noncurrent assets			785				788
Total Assets		$	20,497			$	18,711
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable		$	329			$	389
Accrued salaries, benefits and payroll taxes			53				100
Accrued income taxes			261				5
Accrued other taxes			47				46
Accrued interest			60				38
Current maturities of long-term debt			—				30
Current operating lease liabilities			65				62
Unpaid commitments to limited liability companies			51				51
Other current liabilities			168				174
Total Current Liabilities			1,034				895
Long-term debt			5,294				5,293
Deferred income taxes, net			1,627				1,266
Noncurrent operating lease liabilities			329				320
Other noncurrent liabilities			916				903
Total Liabilities			9,200				8,677
Commitments and contingent liabilities - Note 9			—				—
Equity:
Common stock, par value $0.01 per share (60,045,900 shares and 60,309,739 shares outstanding at March 31, 2026 and December 31, 2025, respectively)			1				1
Preferred stock, par value $0.01 per share			—				—
Additional paid-in capital			3,578				3,569
Accumulated other comprehensive earnings			53				60
Retained earnings			7,663				6,402
Total Shareholders' Equity			11,295				10,032
Noncontrolling interests			2				2
Total Equity			11,297				10,034
Total Liabilities and Equity		$	20,497			$	18,711

See accompanying notes to the consolidated financial statements.

Page 3 of 33

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

(UNAUDITED) CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE EARNINGS

		Three Months Ended
		March 31,
		2026				2025
		(In Millions, Except Per Share Data)
Revenues		$	1,362			$	1,162
Cost of revenues			1,052				847
Gross Profit			310				315
Selling, general and administrative expenses			133				125
Acquisition, divestiture and integration expenses			5				2
Other operating expense, net			10				9
Earnings from Operations			162				179
Interest expense			56				56
Other nonoperating income, net			(11	)			(9	)
Earnings from continuing operations before income tax expense			117				132
Income tax expense			38				28
Earnings from continuing operations			79				104
Earnings from discontinued operations, net of income tax expense			1,434				12
Consolidated net earnings			1,513				116
Less: Net earnings attributable to noncontrolling interests			—				—
Net Earnings Attributable to Martin Marietta		$	1,513			$	116
Consolidated Comprehensive Earnings (See Note 1):
Consolidated comprehensive earnings attributable to Martin Marietta		$	1,506			$	117
Comprehensive earnings attributable to noncontrolling interests			—				—
		$	1,506			$	117
Net Earnings Attributable to Martin Marietta
Per Common Share:
Basic from continuing operations attributable to common shareholders		$	1.32			$	1.71
Basic from discontinued operations attributable to common shareholders			23.79				0.20
Total basic attributable to common shareholders		$	25.11			$	1.91
Diluted from continuing operations attributable to common shareholders		$	1.31			$	1.70
Diluted from discontinued operations attributable to common shareholders			23.75				0.20
Total diluted attributable to common shareholders		$	25.06			$	1.90
Weighted-Average Common Shares Outstanding:
Basic			60.3				60.9
Diluted			60.4				61.0

See accompanying notes to the consolidated financial statements.

Page 4 of 33

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

(UNAUDITED) CONSOLIDATED STATEMENTS OF CASH FLOWS

		Three Months Ended
		March 31,
		2026				2025
		(Dollars in Millions)
Cash Flows from Operating Activities:
Consolidated net earnings		$	1,513			$	116
Adjustments to reconcile consolidated net earnings to net cash provided by operating activities:
Depreciation, depletion and amortization			167				154
Stock-based compensation expense			31				31
(Gain) Loss on divestitures and sales of assets			(1,965	)			1
Deferred income taxes, net			277				3
Other items, net			3				(1	)
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
Accounts receivable, net			(57	)			(66	)
Inventories, net			(22	)			(57	)
Accounts payable			35				24
Other assets and liabilities, net			245				13
Net Cash Provided by Operating Activities			227				218
Cash Flows from Investing Activities:

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OVERVIEW

Martin Marietta Materials, Inc. (the Company or Martin Marietta) is a natural resource-based building materials company. As of March 31, 2026, the Company supplies aggregates (crushed stone, sand and gravel) through its network of approximately 480 quarries, mines and distribution yards in 28 states, Canada and The Bahamas. Martin Marietta also provides other building materials, namely, ready mixed concrete, asphalt and paving services, in certain vertically-integrated structured markets where the Company has a notable aggregates position.

The Company’s heavy-side building materials are used in infrastructure, nonresidential and residential construction projects. Aggregates are also used in agricultural, utility and environmental applications and as railroad ballast. The aggregates and other building materials product lines are reported collectively as the Building Materials business.

On February 23, 2026, the Company completed its previously announced asset exchange with QUIKRETE Holdings, Inc. (QUIKRETE). Under the terms of the transaction, Martin Marietta acquired aggregates operations producing approximately 20 million tons annually in Virginia, Missouri, Kansas and Vancouver, British Columbia and an asphalt and paving business in Vancouver, British Columbia, along with $450 million in cash. In exchange, QUIKRETE acquired the Company’s Midlothian cement plant, related cement distribution terminals, Texas ready mixed concrete assets and certain nonoperating land. The financial results for the Midlothian cement plant, related cement terminals and Texas ready mixed concrete plants are reported as discontinued operations through the divestiture date and for the comparable prior-year quarter (see Note 2 to the unaudited consolidated financial statements).

In connection with closing the asset exchange during the quarter ended March 31, 2026, the Company updated its reportable segments. As of March 31, 2026, the Building Materials business includes two reportable segments: East Group (comprised of the East and Southwest divisions) and West Group (comprised of the Central and West divisions). The Company has recast all comparative prior-period information presented in the related notes to the financial statements to reflect the updated reportable segments.

BUILDING MATERIALS BUSINESS
Reportable Segments		East Group		West Group
Operating Locations		Alabama, Arkansas, Florida, Georgia, Louisiana, Maryland, North Carolina, Oklahoma, Pennsylvania, South Carolina, Tennessee, Texas, Virginia, Nova Scotia and The Bahamas		Arizona, California, Colorado, Indiana, Iowa, Kansas, Kentucky, Minnesota, Missouri, Ohio, Nebraska, Tennessee, Utah, Washington, West Virginia, Wyoming, and British Columbia
Products and Services		Aggregates		Aggregates, Ready Mixed Concrete, Asphalt and Paving Services
Facility Types		Quarries and Distribution Facilities		Quarries, Mines, Asphalt Plants, Ready Mixed Concrete Plants and Distribution Facilities
Modes of Transportation		Truck, Railcar and Ship		Truck, Railcar and Barge

Page 23 of 37

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2026

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

The Building Materials business is significantly affected by weather patterns, precipitation and other weather-related conditions. Production and shipment levels for aggregates, ready mixed concrete and asphalt materials correlate with general construction activity levels, most of which occur in the spring, summer and fall. Thus, production and shipment levels vary by quarter. Excessive rainfall, drought, wildfire and extreme hot and cold temperatures can also jeopardize production, shipments and profitability in all markets served by the Company. Due to the potentially significant impact of weather on the Company’s operations, current-period results are not necessarily indicative of expected performance for other interim periods or the full year.

The Company's Specialties business (formerly known as the Magnesia Specialties business), which represents a separate reportable segment, has manufacturing facilities in Michigan, Ohio, Nevada, North Carolina, Indiana and Pennsylvania. The Specialties business produces high-purity natural and synthetic magnesia-based products, including magnesium sulfate, magnesium oxide and magnesium hydroxide, used in a wide range of environmental, industrial, agricultural, construction, consumer and specialty applications. The Specialties business also produces dolomitic lime, which is sold primarily to external customers for use in steel production and soil stabilization, and is used internally as a raw material input in synthetic magnesia production.

CRITICAL ACCOUNTING POLICIES

The Company outlined its critical accounting policies in its Annual Report on Form 10-K for the year ended December 31, 2025. There were no changes to the Company’s critical accounting policies during the three months ended March 31, 2026.

RESULTS OF OPERATIONS

All financial and operating results included in this section are for continuing operations and comparisons are versus the prior-year first quarter, unless otherwise noted.

Page 24 of 37

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2026

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

The following tables present revenues and gross profit (loss) for the Company and its reportable segments by product line for the three months ended March 31, 2026 and 2025.

		Three Months Ended March 31,
		2026					2025
		Amount					Amount
		(Dollars in Millions)
Revenues:
Building Materials business:
East Group
Aggregates		$	854				$	792
Less: Interproduct revenues			(19	)				(34	)
East Group Total			835					758
West Group
Aggregates			288					210
Other Building Materials			116					122
Less: Interproduct revenues			(20	)				(15	)
West Group Total			384					317
Total Building Materials business			1,219					1,075
Specialties			143					87
Total		$	1,362				$	1,162

		Three Months Ended March 31,
		2026					2025
		Amount					Amount
		(Dollars in Millions)
Gross profit (loss):
Building Materials business:
Aggregates		$	288				$	297
Other Building Materials			(16	)				(19	)
Total Building Materials business			272					278
Specialties			45					38
Corporate			(7	)				(1	)
Total		$	310				$	315

Page 25 of 37

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2026

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

The following table displays depreciation, depletion and amortization by product line included in the Costs of revenues line item in the consolidated statements of earnings and comprehensive earnings.

		Three Months Ended
		March 31,
		2026				2025
		(Dollars in Millions)
Building Materials business:
Aggregates		$	131			$	113
Other Building Materials			11				10
Total Building Materials business			142				123
Specialties			11				4
Corporate			1				1
Total		$	154			$	128

Building Materials Business

First-quarter aggregates shipments increased 12.4% to 43.9 million tons, driven by organic growth and partial-quarter contributions from the operations acquired in the QUIKRETE transaction, which closed on February 23, 2026. Average selling price (ASP) of $23.70 per ton was in line with prior-year first quarter, reflecting geographic and acquisition mix headwinds, as organic shipment growth was notable in the Central and West Divisions, which typically carry lower selling prices compared with the East and Southwest Divisions.

Aggregates gross profit decreased $9 million, or 3%, from the prior-year quarter to $288 million, inclusive of the $22 million charge for the impact of selling acquired inventory after markup to fair market value as part of acquisition accounting and higher depreciation, depletion and amortization expense.

Other Building Materials revenues decreased 5% to $116 million. Consistent with historical first-quarter trends, the business posted a gross loss of $16 million due to seasonal winter operational shutdowns in Colorado and Minnesota.

Specialties Business

Specialties achieved first-quarter revenues of $143 million and gross profit increased 17% to $45 million. These results reflected contributions from the 2025 Premier Magnesia, LLC acquisition and organic pricing gains, partially offset by lower organic shipments and higher energy costs, which weighed on input cost trends during the quarter.

Selling, General and Administrative Expenses

Consolidated SG&A for the first quarter of 2026 was 9.8% of revenues compared with 10.8% in the prior-year quarter as revenue growth outpaced the increase in these expenses.

Income Taxes

For the three months ended March 31, 2026 and 2025, the effective income tax rates for continuing operations were 32.3% and 21.2%, respectively. The higher 2026 effective income tax rate versus 2025 was primarily attributable to the revaluation of deferred tax liabilities driven by changes in the state jurisdictional mix of the business following the QUIKRETE transaction.

Page 26 of 37

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2026

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

Net Earnings and Earnings per Diluted Share from Continuing Operations Attributable to Martin Marietta

Net earnings from continuing operations attributable to Martin Marietta were $79 million, or $1.31 per diluted share, in 2026 compared with $104 million, or $1.70 per diluted share, in 2025. Results for 2026 included after-tax charges of $37 million, or $0.62 per diluted share, related to acquisition, integration and divestiture expenses, the impact of selling acquired inventory after markup to fair value as part of acquisition accounting, an asset and portfolio rationalization charge and the revaluation of deferred tax liabilities driven by changes in the state jurisdictional mix of the business following the QUIKRETE transaction.

Discontinued Operations

The Company's Midlothian cement plant, related cement terminals and Texas ready mixed concrete plants were reported as discontinued operations through their February 2026 divestiture date. The collective businesses generated earnings, net of income tax expense, of $1.4 billion in 2026 compared with $12 million in 2025. The 2026 earnings included a $1.4 billion after-tax gain on the divestiture.

Adjusted EBITDA from Continuing Operations

Earnings from continuing operations before interest; income taxes; depreciation, depletion and amortization; earnings/loss from nonconsolidated equity affiliates; acquisition, divestiture and integration expenses; the impact of selling acquired inventory after its markup to fair value as part of acquisition accounting (the Inventory Markup); and an asset and portfolio rationalization charge, or Adjusted EBITDA from continuing operations, is an indicator used by the Company and investors to evaluate the Company’s operating performance from period to period. The Company has elected to add back, for purposes of its Adjusted EBITDA from continuing operations calculation, acquisition, divestiture and integration expenses and the Inventory Markup only for transactions with consideration of at least $2.0 billion for the Building Materials business or $200 million for the Specialties business.

Adjusted EBITDA from continuing operations is not defined by accounting principles generally accepted in the United States (GAAP) and, as such, should not be construed as an alternative to net earnings attributable to Martin Marietta, earnings from operations or operating cash flow. Since Adjusted EBITDA from continuing operations excludes some, but not all, items that affect net earnings and may vary among companies, Adjusted EBITDA from continuing operations as presented by the Company may not be comparable with similarly titled measures of other companies.

Page 27 of 37

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2026

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

The following table presents a reconciliation of net earnings from continuing operations attributable to Martin Marietta to Adjusted EBITDA from continuing operations:

		Three Months Ended
		March 31,
		2026				2025
		(Dollars in Millions)
Net earnings from continuing operations attributable to Martin Marietta		$	79			$	104
Add back:
Interest expense, net of interest income			54				51
Income tax expense for controlling interests			38				28
Depreciation, depletion and amortization expense and earnings/loss from nonconsolidated equity affiliates			165				136
Acquisition, integration and divestiture expenses			4				—
Impact of selling acquired inventory after markup to fair value as part of acquisition accounting			22				—
Asset and portfolio rationalization charge			2				—
Adjusted EBITDA from continuing operations		$	364			$	319

LIQUIDITY AND CAPITAL RESOURCES

Cash flow information for the Company is as follows:

		Three Months Ended
		March 31,
		2026				2025
		(Dollars in Millions)
Cash Provided by Operating Activities:
Continuing operations		$	177			$	182
Discontinued operations			50				36
		$	227			$	218
Cash Provided by (Used for) Investing Activities:
Continuing operations		$	(143	)		$	(215	)
Discontinued operations			436				(47	)
		$	293			$	(262	)
Cash Used for Financing Activities:
Continuing operations		$	(314	)		$	(523	)
Discontinued operations			—				(2	)
		$	(314	)		$	(525	)

Page 28 of 37

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2026

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

Cash provided by operating activities for the three months ended March 31, 2026 and 2025 was $227 million and $218 million, respectively. Operating cash flow is substantially derived from consolidated net earnings before deducting depreciation, depletion and amortization and the impact of changes in working capital requirements. In the quarter ended March 31, 2026, operating cash flow reflects deducting the noncash gain on the QUIKRETE transaction from net earnings.

The seasonal nature of construction activity impacts the Company’s interim operating cash flow when compared with the full year. Full-year 2025 net cash provided by operating activities was $1.8 billion.

During the three months ended March 31, 2026 and 2025, the Company paid $186 million and $233 million, respectively, for additions to property, plant and equipment.

As part of the QUIKRETE asset exchange, the Company received $450 million in cash, which is included in net cash provided by investing activities for discontinued operations.

The Company can repurchase its common stock through open-market purchases pursuant to authority granted by its Board of Directors or through private transactions at such prices and upon such terms as the Chief Executive Officer deems appropriate. During the first three months of 2026, the Company repurchased 325,455 shares of common stock at an average price of $614.52 and an aggregate cost of $200 million. At March 31, 2026, 10.7 million shares of common stock remain under the Company’s repurchase authorization.

The Company, through a wholly-owned special-purpose subsidiary, has a $400 million trade receivable securitization facility (the Trade Receivable Facility) that matures on September 16, 2026. The Trade Receivable Facility contains a cross-default provision to the Company’s other debt agreements. There were no amounts outstanding on the Trade Receivable Facility as of March 31, 2026.

The Company has an $800 million five-year senior unsecured revolving facility (the Revolving Facility), which matures in December 2030. There were no outstanding borrowings on the Revolving Facility as of March 31, 2026. The Revolving Facility requires the Company’s ratio of consolidated net debt-to-consolidated EBITDA, as defined, for the trailing-twelve-month period (the Ratio) to not exceed 3.50 times as of the end of any fiscal quarter, provided that the Company may exclude from the Ratio debt incurred in connection with certain acquisitions during the quarter or the three preceding quarters so long as the Ratio calculated without such exclusion does not exceed 4.25 times. Additionally, if there are no amounts outstanding under the Revolving Facility and the Trade Receivable Facility, consolidated debt, including debt for which the Company is a guarantor, shall be reduced in an amount equal to the lesser of $500 million or the sum of the Company’s unrestricted cash and temporary investments, for purposes of the covenant calculation. The Company was in compliance with the Ratio at March 31, 2026. In the event of a default on the Ratio, the lenders can terminate the Revolving Facility and Trade Receivable Facility and declare any outstanding balances as immediately due.

Cash on hand, along with the Company’s projected internal cash flows and availability of financing resources, including its access to debt and equity capital markets, is expected to continue to be sufficient to provide the capital resources necessary to support anticipated operating needs, cover debt service requirements, meet capital expenditures and discretionary investment needs, fund certain acquisition opportunities that may arise, allow for payment of dividends for the foreseeable future and allow the repurchase of shares of the Company’s common stock. At March 31, 2026, the Company had $1.2 billion of unused borrowing capacity under its Revolving Facility and Trade Receivable Facility, subject to complying with the related leverage covenant. Historically, the Company has successfully extended the maturity dates of these credit facilities.

TRENDS AND RISKS

The Company outlined the risks associated with its business in its Annual Report on Form 10-K for the year ended December 31, 2025. Management continues to evaluate its exposure to all operating risks on an ongoing basis.

Page 29 of 37

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2026

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

OTHER MATTERS

This earnings release contains forward-looking statements under the federal securities laws, including the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties and are based on assumptions that the Company believes are reasonable, but which may differ materially from actual results. These statements reflect the Company’s expectations or forecasts of future events. You can identify these statements because they do not relate only to historical or current facts and may use words such as “anticipate,” “may,” “expect,” “should,” “believe,” “project,” “intend,” “will,” and other words of similar meaning in connection with future events or future operating or financial performance. Any, or all of, management’s forward-looking statements herein and in other publications may prove to be incorrect.

The Company’s outlook is subject to risks and uncertainties and is based on assumptions that the Company believes are reasonable but which may differ materially from actual results. Factors that the Company currently believes could cause actual results to differ materially from the forward-looking statements in this Form 10-Q include, but are not limited to:

The Company’s ability to address challenges, including shipment declines caused by economic and weather events beyond its control;

A widespread decline in aggregates pricing, including reduced shipment volume negatively affecting price;

The termination, capping, reduction or suspension of federal and/or state fuel tax(es) or other revenue related to public construction;

The impact of the Administration on the availability and timing of federal and state infrastructure investment;

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 Texas, North Carolina, Colorado, California, Georgia, Florida, South Carolina, Arizona, Iowa and Minnesota;

The United States Congress’ inability to reach agreement internally or with the Executive Branch of the United States Federal government on policy affecting the federal budget;

The ability of states and/or other entities to finance approved projects through tax revenues or alternative financing;

Construction spending levels in the Company's markets;

Reductions in defense spending and impacts on construction activity on or near military bases;

Declines in energy-related construction due to sustained low global oil prices or changes in oil production or capital spending, particularly in Texas;

Sustained high mortgage interest rates and factors leading to a slowdown in private construction in some areas;

Unfavorable weather, including storms, hurricanes, wildfires, timing of seasons, drought, rainfall or extreme temperatures affecting production schedules, shipment volumes, product/geographic mix and profitability;

Volatility of fuel and energy costs, including diesel, electricity, natural gas and consumables, like steel, explosives, tires and conveyor belts, as well as natural gas for the Company’s Specialties business;

Increased raw materials costs, such as bitumen;

Rising costs of repair and supply parts;

Construction labor shortages or supply chain challenges;

Labor relations risks, such as unionization efforts, work stoppages or strikes (particularly in jurisdictions with evolving labor laws);

Workforce demographics-related challenges in recruiting and retaining skilled employees, particularly for physically demanding roles in rural or less-populated areas;

Page 30 of 37

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2026

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

Unexpected equipment failures, unscheduled maintenance, industrial accident or prolonged production disruption;

Resiliency and potential declines of the Company's construction end-use markets;

Potential impacts of disease outbreaks, epidemics, pandemics, or similar health threats, or fear of such events, and related economic/societal responses, affecting suppliers, customers, partners or employees;

The performance of the overall United States economy;

Governmental regulation, including environmental laws and climate change regulations at state and federal levels;

Implementation of emissions taxes, carbon-pricing schemes, or stricter climate-related rules that could increase operating costs or restrict Specialties production;

Delays or difficulties in securing timely land use approvals or environmental permits amid changing regulatory expectations;

Increasing legal actions or public pressure related to environmental impact, emissions, or land use could result in reputational harm or financial liability;

Failure to meet evolving environmental, social, and governance (ESG) standards or investor benchmarks may affect access to capital or shareholder confidence;

Changes in external ESG ratings or methodologies could affect investor sentiment or index inclusion;

Increasing competition for water access or stricter water usage regulations could impact production, especially in drought-prone regions;

Outcomes of environmental or land-use proceedings, or increased costs associated with regulatory obligations, including site reclamation;

Elevated premiums or reduced coverage availability for property, casualty, or environmental liability could increase risk exposure;

Online misinformation campaigns or social media-driven reputational harm could affect stakeholder trust and market perception;

Transportation availability and investment in rail infrastructure impacting the movement of materials especially to the Company’s Texas, Southeast and Gulf Coast markets, the movement of essential dolomitic lime to the Company’s Specialties plant in Manistee, Michigan and its customers and the movement of magnesite from its Specialties' Gabbs, Nevada facility to processing plants in North Carolina, Indiana and Pennsylvania and the Company's customers;

Increased transportation costs, including increases from energy price fluctuations, fuel surcharges, and compliance with tightening regulations, including water shipments;

Availability of trucks and licensed drivers for material transport;

Availability and cost of construction equipment in the United States;

Weakness in the steel industry markets served by the Company’s dolomitic lime products;

Geopolitical risks affecting costs, supply chain, oil and gas prices, including conflict zones such as Iran, Russia- Ukraine, Israel-Middle East and potential China-Taiwan tensions;

Trade disputes and tariffs impacting the U.S. economy;

Unplanned cost changes or customer realignments affecting earnings, including in the Specialties business;

Dependence on information technology and automated systems;

Risks related to third-party vendors, including exposure to cybersecurity vulnerabilities or service outages;

Inflation pressures on production and interest costs;

Customer concentration in construction markets increasing the risk of potential losses on customer receivables;

Demand levels, production volumes and cost management affecting operating leverage and profitability;

Page 31 of 37

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2026

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

Risks related to the Company's QUIKRETE transaction, including, integration challenges, market conditions, and the impact of the transaction on the Company's stakeholders;

The possibility that acquisition synergies may not be realized as expected or within anticipated timeframes, potentially impacting profitability and debt covenant compliance;

Risks related to executive succession, retention, leadership development critical to strategy execution, including impacts from unexpected leadership changes;

Changes in tax laws or interpretations, including those related to acquisitions or divestitures, which could increase tax rates;

Violation of the Company’s debt covenants in the event of price and/or volume instability;

New or revised accounting rules could impact financial reporting, asset valuations, or covenant compliance;

Challenges in implementing new technologies or automation systems could lead to inefficiencies, cost overruns, or operational disruptions;

Improper use or reliance on predictive analytics or AI-driven decision-making could result in flawed forecasting, compliance issues, or reputational damage;

Cybersecurity risks;

Downward pressure on the Company’s common stock price affecting goodwill impairment evaluations;

Potential credit rating downgrades to non-investment grade; and

Other risk factors listed from time to time in the Company’s SEC filings.

You should also review the risk factors included herein and other periodic SEC filings. All forward-looking statements should be evaluated with these considerations in mind. Other risks and uncertainties not presently known or currently deemed immaterial may also affect the Company’s performance or the accuracy of forward-looking statements. The Company undertakes no obligation to update any such forward-looking statements.

INVESTOR ACCESS TO COMPANY FILINGS

Shareholders may obtain, without charge, a copy of Martin Marietta’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2025, by writing to:

Martin Marietta

Attn: Corporate Secretary

4123 Parklake Avenue

Raleigh, North Carolina 27612

Additionally, Martin Marietta’s Annual Report, press releases and filings with the Securities and Exchange Commission, including Forms 10-K, 10-Q, 8-K and 11-K, can generally be accessed via the Company’s website. Filings with the Securities and Exchange Commission accessed via the website are available through a link with the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. Accordingly, access to such filings is available upon EDGAR placing the related document in its database. Investor relations contact information is as follows:

Telephone: (919) 510-4736

Website address: www.martinmarietta.com

Information included on the Company’s website is not incorporated into, or otherwise creates a part of, this report.

Page 32 of 37

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2026

The Company’s operations are highly dependent upon the interest rate-sensitive construction and steelmaking industries. Consequently, these marketplaces could experience lower levels of economic activity in an environment of rising interest rates.

Management has considered the current economic environment and its potential impact to the Company's business. Demand for aggregates products, particularly in the infrastructure construction market, is affected by federal, state and local budget and deficit issues. Further, delays or cancellations of capital projects in the nonresidential and residential construction markets could occur if companies and consumers are unable to obtain affordable financing for construction projects or if consumer confidence is eroded by economic uncertainty.

Demand in the nonresidential and residential construction markets is affected by interest rates. While unchanged since December 31, 2025, the benchmark federal funds rate remains above the current rate of inflation, resulting in continued restrictive monetary policy.

Aside from these inherent risks from within its operations, the Company’s earnings are also affected by changes in short-term interest rates and changes in enacted tax laws.

Variable-Rate Borrowing Facilities. At March 31, 2026, the Company had an $800 million Revolving Facility and a $400 million Trade Receivable Facility. Borrowings under these facilities bear interest at a variable interest rate. There were no borrowings outstanding at March 31, 2026. However, any future borrowings under the credit facilities or outstanding variable-rate debt are exposed to interest rate risk.

Pension Expense. The Company’s results of operations are affected by its pension expense. Assumptions that affect pension expense include the discount rate and, for the qualified defined benefit pension plan only, the expected long-term rate of return on assets. Therefore, the Company has interest rate risk associated with these factors. The impact of hypothetical changes in these assumptions on the Company’s annual pension expense is discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Income Tax. Any changes in enacted tax laws, rules or regulatory or judicial interpretations, or any change in the pronouncements relating to accounting for income taxes could materially impact the Company’s effective tax rate, tax payments, cash flow, financial condition and results of operations.

Energy Costs. Energy costs, including diesel fuel, natural gas, electricity, coal and petroleum coke, represent significant production costs of the Company. The Company may be unable to pass along increases in the costs of energy to customers in the form of price increases for the Company’s products. The Specialties business has varying fixed-price agreements for a portion of its 2026 energy requirements. A hypothetical 10% change in the Company’s energy prices in 2026 as compared with 2025, assuming comparable volumes, would change 2026 energy expense for continuing operations by $29 million.

Evaluation of Disclosure Controls and Procedures. As of March 31, 2026, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and the operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2026. There were no changes in the Company’s internal control over financial reporting during the most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Page 33 of 37

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2026

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

See Note 9 Commitments and Contingencies, Legal and Administrative Proceedings to the unaudited consolidated financial statements of this Form 10-Q.

An investment in Martin Marietta common stock or debt securities involves risks and uncertainties. You should consider the following factors carefully, in addition to the other information contained in this Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2025, before deciding to purchase or otherwise trade the Company’s securities.

This Form 10-Q and other written reports and oral statements made from time to time by the Company contain statements that, to the extent they are not recitations of historical fact, constitute forward-looking statements within the meaning of federal securities law. Investors are cautioned that all forward-looking statements involve risks and uncertainties, and are based on assumptions that the Company believes are reasonable, but which may be materially different from actual results. Investors can identify these statements by the fact that they do not relate only to historic or current facts. The words “may,” “will,” “could,” “should,” “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “outlook,” “plan,” “project,” “scheduled,” and similar expressions in connection with future events or future operating or financial performance are intended to identify forward-looking statements. Any or all of the Company’s forward-looking statements in this Form 10‑Q and in other publications may turn out to be wrong.

Statements and assumptions on future revenues, income and cash flows, performance, economic trends, the outcome of litigation, regulatory compliance, and environmental remediation cost estimates are examples of forward-looking statements. Numerous factors, including potentially the risk factors described in this section, could affect the Company's forward-looking statements and actual performance.

Investors are also cautioned that it is not possible to predict or identify all such factors. Consequently, the reader should not consider these risk factors to be a complete statement of all potential risks or uncertainties. Other factors besides those set forth herein may adversely affect the Company and may be material to the Company. The Company has listed the known material risks it considers relevant in evaluating the Company and its operations. The forward-looking statements in this document are intended to be subject to the safe harbor protection provided by Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. These forward-looking statements are made as of the date hereof based on management’s current expectations, and the Company does not undertake an obligation to update such statements, whether as a result of new information, future events, or otherwise, other than as required by law.

For a discussion identifying some important factors that could cause actual results to vary materially from those anticipated in the forward-looking statements, see the factors listed below, along with Management’s Discussion and Analysis of Financial Condition and Results of Operations under Item 2 of this Form 10-Q, and Note 1: Significant Accounting Policies and Note 9: Commitments and Contingencies of the Notes to Financial Statements of the Company’s unaudited consolidated financial statements included under Item 1, Financial Statements of this Form 10-Q.

Industry Risk Factors

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. Our products are used in public infrastructure projects, which include the construction, maintenance and improvement of highways, streets, roads,

Page 34 of 37

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2026

PART II. OTHER INFORMATION

(Continued)

bridges, schools and similar projects. Public infrastructure activity depends on federal, state, and local budgets and bid 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.

We sell most of our aggregates (our primary business) to the construction industry and, therefore, our results depend on that industry’s strength. Because our businesses depend on construction spending, which can be cyclical, our profits are sensitive to national, regional and local economic conditions and the intensity of the underlying spending on aggregates. Construction spending is affected by economic conditions, changes in interest rates, inflation, employment levels, demographic and population shifts, and changes in construction budgets by federal, state and local governments. Further, delays or cancellations of projects in the nonresidential and residential construction markets, which combined accounted for 58% of aggregates shipments in 2025, could occur if companies and consumers are unable to obtain financing for construction projects or if consumer confidence continues to be eroded or affected by economic uncertainty.

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.

While our business operations cover a wide geographic area, our earnings depend on the strength of the local economies in which we operate due to the high cost to transport our products relative to their selling price. If economic conditions and construction spending decline significantly in one or more areas, particularly in our Building Materials business’ top ten revenue-generating states, our profitability could be adversely affected.

Widespread declines in aggregates pricing could adversely affect our business, financial condition, and results of operations.

Aggregates pricing is set locally and is sensitive to supply-demand conditions within each market. A broad decline in construction activity or shifts in project timing can reduce shipment volumes and intensify price competition. Lower volumes can also negatively impact fixed-cost absorption and prompt competitors or customers to seek price concessions, leading to further pricing pressure. Pricing could deteriorate due to one or more of the following, alone or in combination:

Reduced demand across residential, nonresidential, or public infrastructure markets;

Delays or deferrals in the rele

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During the three months ended March 31, 2026, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Page 50 of 37

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2026

PART II. OTHER INFORMATION

(Continued)

Exhibit No.		Document
31.01		Certification dated April 30, 2026 of Chief Executive Officer pursuant to Securities and Exchange Act of 1934 Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.02		Certification dated April 30, 2026 of Chief Financial Officer pursuant to Securities and Exchange Act of 1934 Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.01		Written Statement dated April 30, 2026 of Chief Executive Officer required by 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.02		Written Statement dated April 30, 2026 of Chief Financial Officer required by 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
95		Mine Safety Disclosures
101.INS		Inline XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Page 51 of 37

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			MARTIN MARIETTA MATERIALS, INC.
			(Registrant)
Date: April 30, 2026	By:		/s/ Michael J. Petro
			Michael J. Petro
			Senior Vice President and Chief Financial Officer
			(Authorized Officer and Principal Financial Officer)

Page 52 of 37