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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 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 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 April 27, 2026
Common Stock, $0.01 par value60,045,900

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, 20253
Consolidated Statements of Earnings and Comprehensive Earnings – Three Months Ended March 31, 2026 and 20254
Consolidated Statements of Cash Flows – Three Months Ended March 31, 2026 and 20255
Consolidated Statements of Total Equity – Three Months Ended March 31, 2026 and 20256
Notes to Consolidated Financial Statements7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations23
Item 3. Quantitative and Qualitative Disclosures About Market Risk33
Item 4. Controls and Procedures33
Part II. Other Information:
Item 1. Legal Proceedings34
Item 1A. Risk Factors34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds49
Item 4. Mine Safety Disclosures49
Item 5. Other Information50
Item 6. Exhibits51
Signatures52

Page 2 of 33

PART I. FINANCIAL INFORMATION

Next: Item 1. Financial Statements.