Item 1. Financial Statements.

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Item 1. Financial Statements.

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:
Additions to property, plant and equipment		(186	)		(233	)
Acquisitions, net of cash acquired		20			—
Proceeds from divestitures and sales of assets		452			2
Investments in limited liability company		—			(20	)
Other investing activities, net		7			(11	)
Net Cash Provided by (Used for) Investing Activities		293			(262	)

Cash Flows from Financing Activities:
Proceeds from borrowings		175			—
Repayments of debt		(205	)		—
Payments on finance lease obligations		(6	)		(5	)
Dividends paid		(51	)		(49	)
Repurchases of common stock		(200	)		(450	)
Shares withheld for employees’ income tax obligations		(26	)		(21	)
Other financing activities, net		(1	)		—
Net Cash Used for Financing Activities		(314	)		(525	)
Net Increase (Decrease) in Cash and Cash Equivalents		206			(569	)
Cash and Cash Equivalents, beginning of period		67			670
Cash and Cash Equivalents, end of period	$	273		$	101

See accompanying notes to the consolidated financial statements.

Page 5 of 33

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

(UNAUDITED) CONSOLIDATED STATEMENTS OF TOTAL EQUITY


(In Millions, Except Share and Per Share Data)	Shares of Common Stock			Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive (Loss) Earnings			Retained Earnings			Total Shareholders' Equity			Noncontrolling Interests		Total Equity
Balance at December 31, 2024		61,126,646		$	1	$	3,550		$	(13	)	$	5,915		$	9,453		$	3	$	9,456
Consolidated net earnings		—			—		—			—			116			116			—		116
Other comprehensive earnings, net of tax		—			—		—			1			—			1			—		1
Dividends declared ($0.79 per common share)		—			—		—			—			(48	)		(48	)		—		(48	)
Issuances of common stock for stock award plans		62,975			—		3			—			—			3			—		3
Shares withheld for employees' income tax obligations		—			—		(21	)		—			—			(21	)		—		(21	)
Repurchases of common stock		(910,831	)		—		—			—			(454	)		(454	)		—		(454	)
Stock-based compensation expense		—			—		31			—			—			31			—		31
Balance at March 31, 2025		60,278,790		$	1	$	3,563		$	(12	)	$	5,529		$	9,081		$	3	$	9,084

Balance at December 31, 2025		60,309,739		$	1	$	3,569		$	60		$	6,402		$	10,032		$	2	$	10,034
Consolidated net earnings		—			—		—			—			1,513			1,513			—		1,513
Other comprehensive loss, net of tax		—			—		—			(7	)		—			(7	)		—		(7	)
Dividends declared ($0.83 per common share)		—			—		—			—			(50	)		(50	)		—		(50	)
Issuances of common stock for stock award plans		61,616			—		4			—			—			4			—		4
Shares withheld for employees' income tax obligations		—			—		(26	)		—			—			(26	)		—		(26	)
Repurchases of common stock		(325,455	)		—		—			—			(202	)		(202	)		—		(202	)
Stock-based compensation expense		—			—		31			—			—			31			—		31
Balance at March 31, 2026		60,045,900		$	1	$	3,578		$	53		$	7,663		$	11,295		$	2	$	11,297

See accompanying notes to the consolidated financial statements.

Page 6 of 33

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2026

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Significant Accounting Policies

Organization

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 vertically-integrated structured markets where the Company also 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.

In connection with closing an asset exchange during the quarter ended March 31, 2026 (see Note 2), 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

The Company also operates a Specialties business (formerly known as the Magnesia Specialties business), which represents a separate reportable segment. 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 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. Specialties' production facilities are located in Michigan, Ohio, Nevada, North Carolina, Indiana and Pennsylvania.

Page 7 of 37

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2026

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Basis of Presentation and Use of Estimates

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and in Article 10 of Regulation S-X. The Company has continued to follow the accounting policies set forth in the audited consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. In the opinion of management, the interim consolidated financial information provided herein reflects all adjustments, consisting of normal recurring accruals, necessary for a fair statement of the results of operations, financial position and cash flows for the interim periods. The consolidated results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results expected for other interim periods or the full year. The consolidated balance sheet at December 31, 2025 has been derived from the audited consolidated financial statements at that date but does not include all of the information and notes required by GAAP for complete financial statements. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The preparation of the Company’s consolidated financial statements requires management to make certain estimates and assumptions about future events. As future events and their effects cannot be fully determined with precision, actual results could differ significantly from estimates. Changes in estimates are reflected in the consolidated financial statements in the period in which the change in estimate occurs.

Consolidated Comprehensive Earnings and Accumulated Other Comprehensive Earnings (Loss)

Consolidated comprehensive earnings consist of consolidated net earnings, adjustments for the funded status of pension and postretirement benefit plans and foreign currency translation adjustments and are presented in the Company’s consolidated statements of earnings and comprehensive earnings.

Consolidated comprehensive earnings attributable to Martin Marietta are as follows:


	Three Months Ended
	March 31,
	2026			2025
	(Dollars in Millions)
Net earnings attributable to Martin Marietta	$	1,513		$	116
Other comprehensive (loss) earnings, net of tax		(7	)		1
Consolidated comprehensive earnings attributable to Martin Marietta	$	1,506		$	117

Accumulated other comprehensive earnings (loss) consists of unrecognized gains and losses related to the funded status of the pension and postretirement benefit plans and foreign currency translation adjustments and is presented on the Company’s consolidated balance sheets.

Page 8 of 37

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2026

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

The components of the changes in accumulated other comprehensive earnings (loss), net of tax, are as follows:


	(Dollars in Millions)
	Pension and Postretirement Benefit Plans			Foreign Currency			Accumulated Other Comprehensive Earnings (Loss)
	Three Months Ended March 31, 2026
Balance at beginning of period	$	62		$	(2	)	$	60
Other comprehensive loss before reclassifications, net of tax		—			(8	)		(8	)
Amounts reclassified from accumulated other comprehensive earnings, net of tax		1			—			1
Other comprehensive earnings (loss), net of tax		1			(8	)		(7	)
Balance at end of period	$	63		$	(10	)	$	53

	Three Months Ended March 31, 2025
Balance at beginning of period	$	(9	)	$	(4	)	$	(13	)
Amounts reclassified from accumulated other comprehensive loss, net of tax		1			—			1
Other comprehensive earnings, net of tax		1			—			1
Balance at end of period	$	(8	)	$	(4	)	$	(12	)

Changes in net noncurrent deferred tax assets related to accumulated other comprehensive earnings (loss) are as follows:


	Pension and Postretirement Benefit Plans
	Three Months Ended
	March 31,
	2026			2025
	(Dollars in Millions)
Balance at beginning of period	$	18		$	41
Tax effect of other comprehensive earnings		(1	)		(1	)
Balance at end of period	$	17		$	40

Page 9 of 37

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2026

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Reclassifications out of accumulated other comprehensive earnings (loss) are as follows:


	Three Months Ended						Affected line items in the consolidated
	March 31,						statements of earnings
	2026			2025			and comprehensive earnings
	(Dollars in Millions)
Pension and postretirement benefit plans
Amortization of prior service cost	$	2		$	2		Other nonoperating income, net
Tax effect		(1	)		(1	)	Income tax expense
Total	$	1		$	1

Earnings per Common Share

The numerator for basic and diluted earnings per common share is net earnings attributable to Martin Marietta. The denominator for basic earnings per common share is the weighted-average number of common shares outstanding during the period. Diluted earnings per common share is computed assuming that the weighted-average number of common shares is increased by the conversion, using the treasury stock method, of awards to be issued to employees and nonemployee members of the Company’s Board of Directors under certain stock-based compensation arrangements if the conversion is dilutive.

The following table reconciles the denominator for basic and diluted earnings from continuing operations per common share:


	Three Months Ended
	March 31,
	2026		2025
	(In Millions)
Basic weighted-average common shares outstanding		60.3		60.9
Effect of dilutive employee and director awards		0.1		0.1
Diluted weighted-average common shares outstanding		60.4		61.0

New Accounting Pronouncement

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (DISE), which requires public entities to disaggregate any relevant expense caption presented on the face of the income statement within continuing operations into the following required natural expense categories, as applicable: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion and amortization recognized as part of oil- and gas-producing activities or other depletion expenses. These disclosures must be made in a tabular format in the footnotes to the financial statements. The new standard does not change the requirements for the presentation of expenses on the face of the statement of earnings. The ASU is effective prospectively for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, and early adoption and retrospective application are permitted. The ASU will impact the Company's expense disclosures beginning with the financial statements included in the 2027 Annual Report on Form 10-K, but will have no impact on its results of operations, cash flows or financial condition.

Page 10 of 37

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2026

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Reclassifications

Certain reclassifications have been made in the Company's financial statements of the prior year to conform to the current-year presentation. The reclassifications had no impact on the Company’s previously reported results of operations, financial condition or cash flows.

Business Combinations, Divestitures, Discontinued Operations and Assets and Liabilities Held for Sale

Business Combinations

QUIKRETE Holdings, Inc. 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 acquired aggregates facilities complement Martin Marietta's existing geographic footprint in its Central Division and allow the Company to expand into new growth platforms in Virginia and the Pacific Northwest.

The Company determined the acquisition-date fair values of assets acquired and liabilities assumed. The Company has recorded preliminary fair values of the assets acquired and liabilities assumed, which are subject to additional reviews that are not yet complete. As such, 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 March 31, 2026. Specific accounts subject to ongoing purchase accounting adjustments include, but are not limited to, inventory; property, plant and equipment; intangible assets; other assets; other liabilities; deferred income taxes and goodwill. Of the total goodwill generated by the transaction, $141 million is not deductible and $79 million is deductible for income tax purposes.

The following is a summary of the preliminary estimated fair values of the assets acquired and liabilities assumed as of February 23, 2026 (dollars in millions):


Assets:
Cash	$	470
Inventories		109
Property, plant and equipment 1		2,422
Intangible assets, other than goodwill		53
Other assets		15
Total assets		3,069
Liabilities:
Deferred income taxes		84
Other liabilities		30
Total liabilities		114
Net identifiable assets acquired		2,955
Goodwill		220
Total consideration	$	3,175

1 Includes mineral reserves of $2.0 billion.

Page 11 of 37

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2026

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Revenues and pretax loss attributable to QUIKRETE included in the Company's consolidated statements of earnings and comprehensive earnings were $42 million and $14 million, respectively, for the three months ended March 31, 2026. The pretax loss includes a $22 million charge for the impact of selling acquired inventory after its markup to fair value as part of acquisition accounting.

The following unaudited pro forma financial information summarizes the combined results of the continuing operations for the Company and QUIKRETE as though the companies were combined as of January 1, 2025. The unaudited pro forma financial information does not purport to project the future financial position or operating results of the combined company. Consistent with the assumed acquisition date of January 1, 2025, the pro forma financial results include $8 million of after-tax acquisition and integration expenses and a $49 million after-tax charge from selling inventory after its markup to fair value for the three months ended March 31, 2025.

The following pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place as of January 1, 2025:


	Three Months Ended
	March 31,
	2026		2025
	(Dollars in Millions)
Revenues	$	1,412	$	1,234
Net earnings from continuing operations attributable to Martin Marietta	$	106	$	50

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. 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 offerings to new and existing customers and enhanced the Company's Specialties business. The Company has recorded preliminary fair values of the assets acquired and liabilities assumed, which are subject to additional reviews that are not yet complete. 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 March 31, 2026. Specific accounts subject to ongoing purchase accounting adjustments, include, but are not limited to, property, plant and equipment; goodwill; and other liabilities. The goodwill generated by the transaction is deductible for income tax purposes. The acquisition is reported in the Company's Specialties reportable segment and is immaterial for other business combination disclosures, including pro-forma results of operations.

Divestitures

On February 23, 2026, the Company divested its Midlothian cement plant, related cement distribution terminals, Texas ready mixed concrete plants and certain nonoperating land as part of the QUIKRETE asset exchange. The divestiture of the Company's sole cement business and remaining Texas ready mixed concrete operations optimizes its portfolio and product mix and preserves balance sheet capacity to pursue pure-play aggregates opportunities. The transaction resulted in an after-tax gain of $1.4 billion, which is included in earnings from discontinued operations, net of income tax expense, in the Company's consolidated statement of earnings and comprehensive earnings for the three months ended March 31, 2026 and is exclusive of transaction expenses incurred due to the divestiture.

Page 12 of 37

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2026

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Discontinued Operations

The associated financial results for the Company's Midlothian cement plant, related cement distribution terminals and Texas ready mixed concrete plants, which are part of the East Group, are reported as discontinued operations on the consolidated statements of earnings and comprehensive earnings through their February 23, 2026 divestiture date.

Financial results for the Company's discontinued operations are as follows:


	Three Months Ended
	March 31,
	2026			2025
	(Dollars in Millions)
Revenues	$	108		$	191
Cost of revenues		99			171
Gross profit	$	9		$	20

Pretax (loss) earnings from operations	$	(7	)	$	15
Pretax gain on divestiture		1,963			—
Pretax earnings		1,956			15
Income tax expense		522			3
Earnings from discontinued operations, net of income tax expense	$	1,434		$	12

Cash flow information for the Company's discontinued operations is as follows:


	Three Months Ended
	March 31,
	2026			2025
	(Dollars in Millions)
Net cash provided by operating activities	$	50		$	36

Additions to property, plant and equipment	$	(14	)	$	(47	)
Proceeds from divestitures and sales of assets		450			—
Net cash provided by (used for) investing activities	$	436		$	(47	)

Assets and Liabilities Held for Sale

Assets and liabilities held for sale at March 31, 2026 include certain nonoperating land. At December 31, 2025, assets and liabilities held for sale also included the Company's Midlothian cement plant, related cement distribution terminals and Texas ready mixed concrete plants, which were divested in February 2026.

Page 13 of 37

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2026

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Assets and liabilities held for sale are as follows:


	March 31, 2026		December 31, 2025
	Continuing Operations		Continuing Operations		Discontinued Operations		Total
	(Dollars in Millions)
Inventories, net	$	—	$	—	$	98	$	98
Investment land		8		11		—		11
Property, plant and equipment		—		—		486		486
Goodwill		—		—		374		374
Intangible assets, excluding goodwill		—		—		249		249
Operating lease right-of-use assets		—		—		10		10
Other assets		—		—		2		2
Total current assets held for sale	$	8	$	11	$	1,219	$	1,230

Lease obligations	$	—	$	—	$	22	$	22
Other liabilities		—		—		12		12
Total current liabilities held for sale	$	—	$	—	$	34	$	34

Goodwill and Other Intangible Assets

The following table shows the changes in goodwill by reportable segment and in total:


	East			West
	Group			Group			Specialties		Total
	(Dollars in Millions)
Balance at January 1, 2026	$	1,733		$	1,672		$	209	$	3,614
Acquisitions		21			199			—		220
Divestitures		(10	)		—			—		(10	)
Adjustments to purchase price allocations		—			5			—		5
Foreign currency translation		—			(1	)		—		(1	)
Balance at March 31, 2026	$	1,744		$	1,875		$	209	$	3,828

All intangible assets acquired during 2026 were from business combinations and are as follows:


(Dollars in Millions)	Amount		Weighted-average amortization period
Subject to amortization:
Customer relationships	$	32	14 years
Use rights and other		21	25 years
Total	$	53	19 years

Page 14 of 37

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2026

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Inventories, Net


	March 31,			December 31,
	2026			2025
	(Dollars in Millions)
Finished products	$	1,499		$	1,378
Products in process		18			14
Raw materials		69			49
Supplies and expendable parts		129			124
Total inventories		1,715			1,565
Less: allowances		(502	)		(487	)
Inventories, net	$	1,213		$	1,078

Debt


	March 31,		December 31,
	2026		2025
	(Dollars in Millions)
3.450% Senior Notes, due 2027		299		299
3.500% Senior Notes, due 2027		493		493
2.500% Senior Notes, due 2030		474		473
2.400% Senior Notes, due 2031		891		891
5.150% Senior Notes, due 2034		739		739
6.25% Senior Notes, due 2037		229		229
4.250% Senior Notes, due 2047		591		591
3.200% Senior Notes, due 2051		851		851
5.500% Senior Notes, due 2054		727		727
Trade Receivable Facility, interest rate of 4.57% at December 31, 2025		—		30
Total debt		5,294		5,323
Less: current maturities		—		(30	)
Long-term debt	$	5,294	$	5,293

The Company has a credit agreement with JPMorgan Chase Bank, N.A., as Administrative Agent, Deutsche Bank Securities, Inc., PNC Bank, Truist Bank and Wells Fargo Bank, N.A., as Syndication Agents, and the lenders party thereto (the Credit Agreement), which provides for an $800 million five-year senior unsecured revolving facility (the Revolving Facility) with a maturity date of December 21, 2030. Borrowings under the Revolving Facility bear interest, at the Company’s option, at rates based upon the Secured Overnight Financing Rate (SOFR) or a base rate, plus, for each rate, a margin determined in accordance with a ratings-based pricing grid. Any outstanding principal amounts, together with interest accrued thereon, are due in full on that maturity date. There were no borrowings outstanding under the Revolving Facility as of March 31, 2026 and December 31, 2025. Available borrowings under the Revolving Facility are reduced by any outstanding letters of credit issued by the Company under the Revolving Facility. At March 31, 2026 and December 31, 2025, the Company had $3 million of outstanding letters of credit issued under the Revolving Facility.

Page 15 of 37

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2026

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

The Credit Agreement requires the Company’s ratio of consolidated net debt-to-consolidated earnings before interest, taxes, depreciation, depletion and amortization (EBITDA), as defined, for the trailing-twelve months (the Ratio) to not exceed 3.50x as of the end of any fiscal quarter, provided that the Company may exclude from the Ratio any debt incurred in connection with certain acquisitions during the quarter or three preceding quarters so long as the Ratio calculated without such exclusion does not exceed 4.25x. Additionally, if no amounts are outstanding under the Revolving Facility or the Company's trade receivable securitization facility (discussed below), consolidated debt, as defined, which includes 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.

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, with Truist Bank, Regions Bank, First Citizens Bank & Trust Company, and certain other lenders that may become a party to the facility from time to time, is backed by eligible trade receivables, as defined. Borrowings are limited to the lesser of the facility limit or the borrowing base, as defined. These receivables are originated by the Company and then sold or contributed to the wholly-owned, special-purpose subsidiary. The Company continues to be responsible for the servicing and administration of the receivables purchased by the wholly-owned, special-purpose subsidiary. Borrowings under the Trade Receivable Facility bear interest at a rate equal to the Adjusted Term Secured Overnight Financing Rate (Adjusted Term SOFR), as defined, plus 0.7%. The Trade Receivable Facility contains a cross-default provision to the Company’s other debt agreements. Subject to certain conditions, including lenders providing the requisite commitments, the Trade Receivable Facility may be increased to a borrowing base not to exceed $600 million.

Financial Instruments

The Company’s financial instruments include temporary cash investments, accounts receivable, accounts payable, Trade Receivable Facility borrowings and publicly-registered long-term notes and debentures.

Temporary cash investments are placed primarily in money market funds, money market demand deposit accounts and Eurodollar time deposit accounts with financial institutions. The Company’s cash equivalents have maturities of less than three months. Due to the short maturity of these investments, they are carried on the consolidated balance sheets at cost, which approximates fair value.

Accounts receivable are due from a large number of customers, primarily in the construction industry, and are dispersed across wide geographic and economic regions. However, accounts receivable are more heavily concentrated in certain states, namely Texas, North Carolina, Colorado, California, Georgia, Florida, South Carolina, Arizona, Iowa and Minnesota. The carrying values of accounts receivable approximate their fair values.

Accounts payable represent amounts owed to suppliers and vendors. The estimated carrying value of accounts payable approximates its fair value due to the short-term nature of the payables.

The carrying value and fair value of the Company’s debt were $5.3 billion and $4.7 billion, respectively, at March 31, 2026 and $5.3 billion and $4.9 billion, respectively, at December 31, 2025. Due to its short-term nature, the carrying value of Trade Receivable Facility borrowings at December 31, 2025 approximates its fair value. The estimated fair value of the Company’s publicly-registered long-term debt was estimated based on Level 1 of the fair value hierarchy using quoted market prices.

Page 16 of 37

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2026

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Income Taxes

The Company's effective income tax rate reflects the effect of federal and state income taxes on earnings and the impact of differences in book and tax accounting arising primarily from the permanent tax benefits associated with the statutory depletion deduction for mineral reserves. The effective income tax rates for continuing operations were 32.3% and 21.2% for the three months ended March 31, 2026 and 2025, 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.

The Company invests in renewable energy investment entities which qualify for tax credits and other tax benefits (RETC projects) and are accounted for under the proportional amortization method. For the three months ended March 31, 2026 and 2025, the Company's annualized effective tax rate included the proportional amortization of these investments of $11 million and $7 million, respectively, offset by other tax benefits of $10 million and $7 million, respectively. Unfunded commitments of tax equity investments as of March 31, 2026 and December 31, 2025 are recorded in Unpaid commitments in limited liability companies on the consolidated balance sheets.

Pension Benefits

The net periodic benefit cost for pension benefits includes the following components:


	Three Months Ended March 31,
	2026			2025
	(Dollars in Millions)
Service cost	$	9		$	9
Interest cost		15			15
Expected return on assets		(23	)		(21	)
Amortization of prior service cost		2			2
Net periodic benefit cost	$	3		$	5

The components of net periodic benefit cost, other than service cost, are included in the line item Other nonoperating income, net, in the consolidated statements of earnings and comprehensive earnings. Based on the roles of the employees, service cost is included in the Cost of revenues or Selling, general and administrative expenses line items in the consolidated statements of earnings and comprehensive earnings.

Commitments and C****ontingencies

Legal and Administrative Proceedings

The Company is engaged in certain legal and administrative proceedings incidental to its normal business activities, including proceedings relating to environmental matters. The Company considers various factors in assessing the probable outcome of each matter, including but not limited to the nature of existing legal proceedings and claims, the asserted or possible damages, the jurisdiction and venue of the case and whether it is a jury trial, the progress of the case, existing law and precedent, the opinions or views of legal counsel and other advisers, the Company’s experience in similar cases and the experience of other companies, the facts available to the Company at the time of assessment, and how the Company intends to respond to the proceeding or claim. The Company’s assessment of these factors may change over time as proceedings or claims progress. The Company believes the probability is remote that the outcome of any currently pending legal or administrative proceeding will result in a material loss to the Company's financial condition, results of operations or cash flows, as a whole, based on currently available facts.

Page 17 of 37

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2026

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Letters of Credit

In the normal course of business, the Company provides certain third parties with standby letter of credit agreements guaranteeing its payment for certain insurance claims, contract performance and permit requirements. At March 31, 2026, the Company was contingently liable for $31 million in letters of credit.

10.

Segments

The Building Materials business is comprised of four divisions that represent individual operating segments. These operating segments are consolidated into two reportable segments, the East Group and the West Group, for financial reporting purposes, as they meet the aggregation criteria (see Note 1 for 2026 changes to the components of the East Group and West Group reportable segments). The Specialties business represents an individual operating and reportable segment.

The Company’s Chief Operating Decision Maker (CODM) is the Chair, President and Chief Executive Officer. The CODM reviews results by reportable segment on a quarterly basis and allocates resources to achieve the Company’s strategic objectives based on an evaluation of each reportable segment’s performance. This evaluation is largely based on segment earnings (loss) from operations, as management believes this is the best metric of segment profitability and operating performance. Segment earnings (loss) from operations is also a measure in the determination of incentive compensation targets and awards. Segment earnings (loss) from operations include revenues less cost of revenues; selling, general and administrative expenses; other operating income and expenses, net; and exclude interest income and expense; other nonoperating income and expenses, net; and income tax expense.

The significant expense categories shown below align with the segment-level information regularly provided to the CODM. Other costs of revenues for each reportable segment mainly include raw materials, repairs and maintenance, contract services, supplies and royalties.

Corporate loss from operations primarily includes depreciation and amortization; expenses for corporate administrative functions; acquisition, divestiture and integration expenses; and other nonrecurring income and expenses not attributable to operations of the Company's operating segments.

The following tables display selected financial data for the Company’s reportable segments and reflect continuing operations only. Revenues, as presented on the consolidated statements of earnings and comprehensive earnings, reflect the elimination of intersegment revenues, which represent sales from one segment to another segment and are immaterial. Income tax expense is not allocated to the Company's reportable segments.

Page 18 of 37

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2026

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)


	Three Months Ended March 31, 2026
	(Dollars in Millions)
	East Group		West Group			Specialties		Total Reportable Segments		Corporate			Total
Segment Revenues	$	835	$	384		$	143	$	1,362	$	—		$	1,362
Less:
Labor and benefits expense		92		84			23		199		—			199
Depreciation, depletion and amortization expense		82		59			11		152		1			153
Energy expense		36		25			12		73		—			73
External freight expense		63		29			11		103		—			103
Other costs of revenues		285		192			41		518		6			524
Selling, general and administrative expenses		44		36			10		90		43			133
Acquisition, divestiture and integration expenses		—		—			—		—		5			5
Other operating expense, net		3		2			—		5		5			10
Segment Earnings (Loss) from Operations	$	230	$	(43	)	$	35	$	222	$	(60	)	$	162
Interest expense														56
Other nonoperating income, net														(11	)
Consolidated earnings from continuing operations before income tax expense													$	117


	Three Months Ended March 31, 2025
	(Dollars in Millions)
	East Group		West Group			Specialties		Total Reportable Segments		Corporate			Total
Segment Revenues	$	758	$	317		$	87	$	1,162	$	—		$	1,162
Less:
Labor and benefits expense		84		75			11		170		—			170
Depreciation, depletion and amortization expense		75		48			4		127		1			128
Energy expense		32		21			9		62		—			62
External freight expense		49		19			7		75		—			75
Other costs of revenues		239		155			18		412		—			412
Selling, general and administrative expenses		42		37			5		84		41			125
Acquisition, divestiture and integration expenses		—		—			—		—		2			2
Other operating expense, net		—		4			—		4		5			9
Segment Earnings (Loss) from Operations	$	237	$	(42	)	$	33	$	228	$	(49	)	$	179
Interest expense														56
Other nonoperating income, net														(9	)
Consolidated earnings from continuing operations before income tax expense													$	132

Page 19 of 37

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2026

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Assets employed by segment include assets directly identified with those operations, including assets held for sale. Corporate assets consist primarily of cash and cash equivalents; property, plant and equipment for corporate operations; and other assets not directly identifiable with a reportable segment.

As of December 31, 2025, assets held for sale associated with discontinued operations are predominantly included in the East Group. The decrease in assets employed in the East Group at March 31, 2026 reflects the February 2026 divestiture of the Company's Texas cement and ready mixed concrete assets and is partially offset by the QUIKRETE acquisition (see Note 2). The increase in assets employed in the West Group at March 31, 2026 is primarily due to the QUIKRETE acquisition.


	March 31,		December 31,
	2026		2025
Assets employed:	(Dollars in Millions)
East Group	$	10,397	$	10,880
West Group		7,988		5,875
Specialties		895		883
Total reportable segments		19,280		17,638
Corporate		1,217		1,073
Total	$	20,497	$	18,711

The following tables display property additions for the Company’s reportable segments.


	Three Months Ended
	March 31,
	2026		2025
Total property additions, including the impact of acquisitions:	(Dollars in Millions)
East Group	$	622	$	75
West Group		1,881		54
Specialties		6		3
Total reportable segments		2,509		132
Corporate		4		4
Total	$	2,513	$	136


	Three Months Ended
	March 31,
	2026		2025
Property additions through business combinations:	(Dollars in Millions)
East Group	$	581	$	—
West Group		1,841		—
Specialties		—		—
Total reportable segments		2,422		—
Corporate		—		—
Total	$	2,422	$	—

Page 20 of 37

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2026

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

11.

Revenues and Gross Profit

The following tables, which are reconciled to consolidated amounts and reflect continuing operations only, provide revenues and gross profit (loss) by line of business: Building Materials (further divided by product line) and Specialties. Interproduct revenues represent sales from the aggregates product line to the other building materials product line.


	Three Months Ended
	March 31,
	2026			2025
	(Dollars in Millions)
Revenues:
Building Materials business:
Aggregates	$	1,142		$	1,002
Other Building Materials		116			122
Less: interproduct revenues		(39	)		(49	)
Total Building Materials business		1,219			1,075
Specialties		143			87
Total	$	1,362		$	1,162

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

Performance Obligations. Performance obligations are contractual promises to transfer or provide a distinct good or service for a stated price. The Company’s product sales agreements are single-performance obligations that are satisfied at a point in time. Performance obligations within paving service agreements are satisfied over time, primarily ranging from one day to two years. Customer payments for the paving operations are based on a contractual billing schedule and are typically "paid-when-paid", meaning the Company is paid once the customer is paid.

Future revenues from unsatisfied performance obligations at March 31, 2026 and 2025 were $243 million and $297 million, respectively, where the remaining periods to complete these obligations ranged from one month to 21 months and one month to 33 months, respectively.

Service Revenues. Service revenues were $19 million and $36 million for the three months ended March 31, 2026 and 2025, respectively, and reported in the West Group. Service revenues include paving operations in Colorado and British Columbia. The British Columbia paving operations were acquired February 23, 2026. During the quarter ended March 31, 2025, service revenues also included the Company's California paving operations, which were divested in April 2025.

Page 21 of 37

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2026

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

12.

Supplemental Cash Flow Information

Noncash investing and financing activities are as follows:


	Three Months Ended
	March 31,
	2026		2025
	(Dollars in Millions)
Acquisition of assets through asset exchange	$	2,725	$	—
Accrued liabilities for purchases of property, plant and equipment	$	45	$	47
Right-of-use assets obtained in exchange for new operating lease liabilities	$	31	$	26
Right-of-use assets obtained in exchange for new finance lease liabilities	$	18	$	4
Remeasurement of finance lease right-of-use assets	$	—	$	50
Remeasurement of operating lease right-of-use assets	$	—	$	(1	)

Right-of-use assets obtained in exchange for new operating lease liabilities for the three months ended March 31, 2026 include $10 million of operating leases assumed in connection with the QUIKRETE asset exchange.

Supplemental disclosures of cash flow information are as follows:


	Three Months Ended
	March 31,
	2026		2025
	(Dollars in Millions)
Cash paid for interest, net of capitalized amount	$	32	$	31
Cash paid for income taxes, net of refunds	$	—	$	1

13.

Subsequent Event

On April 19, 2026, the Company entered into a definitive agreement to acquire New Frontier Materials, a complementary bolt-on aggregates-led business operating in the greater St. Louis metropolitan area. The aggregates assets to be acquired produce over 8 million tons annually. The transaction is expected to close in the second half of this year, subject to regulatory approvals and other customary closing conditions.

Page 22 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

Previous: Cover and table of contents · Next: Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.