MARTIN MARIETTA MATERIALS INC

The expansion of the aggregates industry faces growing pressure from environmental and political groups seeking to influence the pace and direction of future development. Some environmental groups have identified specific municipalities, including areas within the Company’s markets, as targets for environmental and suburban growth control. The impact of these initiatives on the Company’s growth is typically localized, though their influence is expected to fluctuate over time. In addition, these special-interest groups increasingly promote rail and other transportation alternatives as solutions to mitigate road congestion and overcrowding.

The Company’s operations are subject to federal, state and local laws, rules and regulations relating to environmental protection, health and safety, and other regulatory matters. Certain operations may occasionally use substances classified as toxic or hazardous. To ensure compliance, the Company regularly monitors and reviews its operations, procedures and policies. Nevertheless, as with other entities engaged in similar businesses, environmental liability remains an inherent risk.

Environmental operating permits are, or may be, required for certain Company operations and are subject to modification, renewal or revocation. New permits are generally required when opening new sites or expanding existing operations, and the approval process can take several years. Moreover, land use, rezoning and special or conditional use permits are increasingly difficult to obtain. Once a permit is issued, the location is required to generally operate in accordance with the approved site plan.

The Clean Air Act (the Act), originally passed in 1963 and amended several times since, is the United States’ national air pollution control program that granted the United States Environmental Protection Agency (USEPA) authority to set limits on the level of various air pollutants. To meet National Ambient Air Quality Standards, a defined geographic area must maintain pollutant levels below established thresholds for six contaminants. Environmental groups have successfully challenged federal and certain state transportation departments under the Act, delaying highway construction in municipalities that are not in compliance.

The USEPA designates geographic areas as nonattainment areas when the level of air pollutants exceeds the national standard. Nonattainment areas receive deadlines to reduce air pollutants by instituting various control strategies or otherwise face fines or control by the USEPA. Included as nonattainment areas are several major metropolitan areas in the Company’s markets, such as Houston/Brazoria/Galveston, Texas; Dallas/Fort Worth, Texas; Bexar County in San Antonio/New Braunfels, Texas; Denver, Colorado; Boulder, Colorado; Fort Collins/Greeley/Loveland, Colorado; Baltimore, Maryland; Phoenix/Mesa, Arizona; Los Angeles-San Bernardino Counties, California; Los Angeles – South Coast Basin, California; San Diego County, California; San Francisco Bay Area, California; San Joaquin Valley, California; and Sacramento County, California. Federal transportation funding has been directly tied to compliance with the Clean Air Act.

Large emitters (facilities that release 25,000 metric tons or more per year) of greenhouse gases (GHG) must report GHG generation to comply with the USEPA’s Mandatory Greenhouse Gases Reporting Rule (GHG Rule). In 2025, the Company submitted annual reports in accordance with the GHG Rule relating to operations at its cement plant in Texas, as well as its Specialties facilities in Woodville, Ohio, and Manistee, Michigan, each of which emits certain GHGs, including carbon dioxide, methane and nitrous oxide. Should Congress enact additional legislation limiting GHG emissions, these operations will likely be subject to such legislation.

The Company believes that any increased operating costs or taxes related to GHG emission limitations at its cement or Woodville operations would be passed on to customers. The Manistee and Gabbs facilities may have to absorb extra costs due to the regulation of GHG emissions to maintain competitive pricing in its markets. The Company cannot reasonably predict the amount of those potential increased costs.

The Company is involved in certain legal and administrative proceedings that arise in the normal course of business. Based on currently available information, and in the opinion of management and counsel, it is remote that the ultimate resolution of any such litigation or proceedings, including those involving environmental matters, relating to the Company and its subsidiaries, will have a material adverse effect on the overall results of the Company’s operations, cash flows or financial position.

FINANCIAL OVERVIEW

Results of Operations

The following discussion and analysis reflect management’s assessment of the financial condition and results of operations (MD&A) of the Company for continuing operations and should be read in conjunction with the audited consolidated financial statements (Item 8, Financial Statements and Supplementary Data). As discussed in more detail, the Company’s operating results are highly dependent upon activity within the construction marketplace, economic cycles within the public and private business sectors, and seasonal and other weather-related conditions. Accordingly, financial results for any year presented, or year-to-year comparisons of reported results, may not be indicative of future operating results.

The Company’s Building Materials business generated the majority of consolidated revenues and earnings from continuing operations. The following comparative analysis and discussion should be read within this context. Further, sensitivity analysis and certain other data are provided to enhance the reader’s understanding of MD&A and are not intended to be indicative of management’s judgment of materiality.

The Company’s consolidated operating results and certain operating results as a percentage of revenues are as follows:

Revenues

The following table presents revenues for the Company and its reportable segments by product line for continuing operations:

Gross Profit

The following table presents gross profit (loss) and gross margin data for the Company by product line for continuing operations:

The increase in Building Materials business gross profit from 2024 to 2025 was driven by higher organic shipments, continued strength in aggregates pricing that exceeded increased production costs, and contributions from acquired locations, partially offset by declines in other building materials. The decrease in Building Materials business gross profit in 2024 compared with 2023 was primarily due to the February 2024 divestiture of the South Texas cement plant and related ready mixed concrete operations (the Divestiture) as well as the $20 million Inventory Markup charge (the Inventory Markup) associated with the April 2024 acquisition of 20 active aggregates operations from affiliates of Blue Water Industries LLC (BWI Southeast). These factors were partially offset by pricing gains across all product lines and lower energy costs. Aggregates gross profit increased in 2024, as contributions from acquired operations and pricing growth more than offset lower shipments and the Inventory Markup.

Specialties gross profit increased in 2025 compared with 2024 because of strong organic performance, underscored by pricing gains, higher shipments and effective cost management, as well as partial-year contributions from the Premier acquisition. The increase in gross profit in 2024 compared with 2023 in Specialties was driven by pricing gains in both the lime and magnesia product lines, coupled with lower energy costs, which more than offset lower shipments.

Corporate gross profit includes intercompany royalty and rental revenues and expenses; depreciation and amortization for corporate owned assets; and unallocated operational expenses excluded from the Company’s evaluation of business segment performance.

Building Materials. Aggregates shipments increased 3.8% to 198.5 million tons in 2025 compared with 2024, driven by more normalized weather patterns in the Southeast and Texas, strong infrastructure and nonresidential demand, and shipments from acquired operations. During 2025, aggregates shipments to the infrastructure end use market increased 5%, nonresidential shipments increased 6% and residential end use shipments declined 1%. Aggregates pricing continued to improve, increasing 6.9% year over year.

Aggregates shipments decreased 3.8% to 191.1 million tons in 2024 compared with 198.8 million tons in 2023, reflecting the Company's value-over-volume pricing strategy, unfavorable weather and softer residential, warehouse and manufacturing demand, partially offset by shipments from acquired operations. During 2024, aggregates shipments to the infrastructure, nonresidential and residential end-use markets decreased 2%, 4% and 5%, respectively, compared with 2023. Aggregates pricing increased 9.9% driven by the cumulative effect of pricing actions taken in 2023 and 2024.

Other Building Materials revenues decreased 8% in 2025 to $992 million, and gross profit decreased 18% to $98 million, reflecting slightly lower asphalt pricing, reduced paving revenues following the April 2025 divestiture of the California paving operations, and higher production costs. In 2024, Other Building Materials reported 2024 revenues of $1.1 billion and gross profit of $119 million. Results for 2024 reflect lower ready mixed concrete and cement shipments compared with 2023, primarily due to the Divestiture. Asphalt shipments in 2024 also declined versus 2023, driven by unfavorable weather and softer market demand. Asphalt and paving gross profit decreased in 2024 versus 2023, due to lower shipments and general inflationary impacts that more than offset pricing gains and lower asphalt cement raw material costs.

Specialties. In 2025, Specialties reported revenues of $441 million and gross profit of $137 million, increases of 38% and 29%, respectively, compared with 2024. The profitability increase in 2025 reflects pricing gains in both the lime and magnesia heritage product lines and contributions from acquired operations.

In 2024, Specialties reported revenues of $320 million and gross profit of $107 million, up 2% and 10%, respectively, from 2023. The increase in 2024 profitability reflects pricing gains in both the lime and magnesia product lines and lower energy costs, which more than offset the impact of lower shipments.

Selling, General and Administrative Expenses

SG&A expenses for 2025, 2024 and 2023 were 7.2%, 7.6% and 7.3% of revenues, respectively.

Other Operating Income, Net

Other operating income, net, represented income of $6 million in 2025, $1.3 billion in 2024 and $25 million in 2023. The 2025 amount included $18 million of gains on land sales, which were offset by a $21 million pretax asset and portfolio rationalization charge (2025 Rationalization Charge; see Note R to the consolidated financial statements). The 2024 amount included a $1.3 billion pretax gain on the Divestiture and $28 million of gains on land sales, which were partially offset by a $50 million pretax asset and portfolio rationalization charge (2024 Rationalization Charge; see Note R to the consolidated financial statements). In 2023, other operating income, net, included $20 million of gains on land sales.

Earnings from Operations

Consolidated earnings from operations were $1.4 billion, $2.5 billion, $1.3 billion in 2025, 2024 and 2023, respectively. The 2024 amount included a $1.3 billion pretax gain on the Divestiture.

Interest Expense

Interest expense was $230 million in 2025, $169 million in 2024 and $165 million in 2023. The 2025 increase in expense reflects interest on the $1.5 billion of publicly traded bonds issued in November 2024.

Other Nonoperating Income, Net

Consolidated other nonoperating income, net, was $19 million in 2025, $56 million in 2024 and $58 million in 2023, inclusive of interest income of $10 million, $40 million and $47 million, respectively.

Income Tax Expense

The Company’s estimated effective income tax rate for continuing operations for the years ended December 31, 2025, 2024 and 2023 was 19.2%, 23.2% and 19.1%, respectively. The higher 2024 effective income tax rate versus 2025 and 2023 was driven by the impact of the Divestiture, which included the write-off of certain nondeductible goodwill. For further information, see Note I to the consolidated financial statements.

Discontinued Operations

In connection with the pending QUIKRETE transaction, the financial results of the Company's Midlothian cement plant, related cement terminals and Texas ready mixed concrete plants are reported as discontinued operations for all periods presented. Additionally, in 2023, the financial results of the Company's California cement businesses and certain California ready mixed concrete operations were reported as discontinued operations through their respective 2023 divestiture dates. The collective businesses generated net earnings of $147 million, or $2.43 per diluted share in 2025, $180 million, or $2.91 per diluted share in 2024, and $178 million, or $2.86 per diluted share in 2023.

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

Net earnings from continuing operations attributable to Martin Marietta were $990 million, or $16.34 per diluted share, for 2025; $1.8 billion, or $29.50 per diluted share, for 2024; and $991 million, or $15.96 per diluted share, for 2023. Results for 2025 include after-tax charges of $29 million, or $0.47 per diluted share related to the 2025 Rationalization Charge, acquisition, divestiture and integration expenses, and the Inventory Markup associated with the Premier acquisition (see Note B to the consolidated financial statements). Results for 2024 include an after-tax gain of $892 million, or $14.49 per diluted share, from the gain on the Divestiture, offset by the 2024 Rationalization Charge, the Inventory Markup, and after-tax acquisition, divestiture and integration expenses related to the BWI Southeast acquisition and the Divestiture.

Adjusted EBITDA from Continuing Operations, Adjusted EBITDA from Discontinued Operations and Consolidated Adjusted EBITDA

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 (Inventory Markup); nonrecurring gain/loss on divestiture; and asset and portfolio rationalization charges, 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 discontinued operations includes the adjustments described above for discontinued operations only. Consolidated Adjusted EBITDA includes the adjustments described above for both continuing and discontinued operations.

Adjusted EBITDA from continuing operations, Adjusted EBITDA from discontinued operations and Consolidated Adjusted EBITDA (Adjusted EBITDA measures) are not defined by U.S. generally accepted accounting principles (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. Because all Adjusted EBITDA measures exclude some, but not all, items that affect net earnings and may vary among businesses, the Adjusted EBITDA measures as presented by the Company may not be comparable to similarly titled measures of other companies.

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

The following table presents a reconciliation of earnings from discontinued operations, net of income tax expense, to Adjusted EBITDA from discontinued operations:

The following tables presents a reconciliation of consolidated net earnings attributable to Martin Marietta to Consolidated Adjusted EBITDA:

Liquidity and Cash Flows

Cash flow information for the Company is as follows:

Operating Activities

The Company’s primary source of liquidity is cash generated from operating activities. 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 2024, operating cash flow for continuing operations also reflected higher tax payments related to the taxable gain on the Divestiture. Total cash provided by operations was $1.8 billion in 2025, $1.5 billion in 2024 and $1.5 billion in 2023.

The Internal Revenue Service granted disaster-related tax relief for North Carolina businesses affected by Hurricanes Debby and Helene, allowing the Company to defer estimated federal and certain state income, payroll and excise tax payments for the period from August 2024 through September 2025. The deferred taxes were paid on September 25, 2025. For the year ended December 31, 2024, operating cash flow for continuing operations benefited from this deferral.

Investing Activities

Total net cash used for investing activities was $1.6 billion in 2025 and $2.4 billion in 2024 and total net cash provided by investing activities was $459 million in 2023.

Total cash paid for property, plant and equipment additions was $807 million in 2025, $855 million in 2024 and $650 million in 2023, which included $89 million, $100 million, and $102 million in 2025, 2024 and 2023, respectively, for discontinued operations. The 2024 amount for continuing operations included the purchase of land, aggregates reserves and processing plants in Southern California.

Total pretax proceeds from divestitures and sales of assets were $38 million in 2025, $2.2 billion in 2024 and $427 million in 2023. The 2024 amount for continuing operations included proceeds from the Divestiture. The 2023 amount for discontinued operations included the proceeds from the divestitures of the Company's Tehachapi, California cement plant and Stockton, California cement import terminal.

In 2025, the Company used available liquidity to fund the July 2025 acquisition of Premier Magnesia, LLC. On April 5, 2024, the Company used $2.05 billion of cash on hand to fund the BWI Southeast acquisition. Subsequently, the Company used available liquidity to fund the South Florida aggregates acquisition in October 2024 and the West Texas aggregates acquisition in December 2024. In 2024, net cash used for investing activities for discontinued operations included the acquisition of several ready mixed concrete plants in North and West Texas.

In 2023, net cash provided by investing activities for continuing operations included $700 million in proceeds from the sale of restricted investments, which the Company had invested during 2022 and used to repay discharged debt and related interest in 2023.

Financing Activities

Total net cash used for financing activities was $800 million in 2025 and $1.1 billion in 2023 and net cash provided by financing activities was $373 million in 2024. In December 2025, the Company repaid the $125 million of 7% Debentures that matured by their own terms. Additionally, during 2025, the Company borrowed $640 million and repaid $610 million on its short-term facilities. In November 2024, the Company issued $1.5 billion of publicly traded debt and used the proceeds to repay short-term credit facility borrowings and for general corporate purposes. Also, in July 2024, the Company repaid the $400 million of 4.250% Senior Notes that matured by their own terms. In 2023, the Company repaid $700 million of discharged debt and related interest using restricted investments made in 2022.

For the years ended December 31, 2025, 2024 and 2023, the Board of Directors approved total cash dividends on the Company’s common stock of $3.24 per share, $3.06 per share and $2.80 per share, respectively. Total cash dividends paid were $197 million in 2025, $189 million in 2024 and $174 million in 2023.

During 2025, the Company repurchased 0.9 million shares of its common stock for a total cost of $450 million. During 2024, the Company repurchased 0.8 million shares of its common stock for a total cost of $450 million. During 2023, the Company repurchased 0.4 million shares of its common stock for a total cost of $150 million. In 2025, 2024 and 2023, the average cost of the repurchases was $494.04 per share, $572.70 per share and $393.16, respectively.

Capital Structure and Resources

Long-term debt was $5.3 billion at December 31, 2025, and was predominately in the form of publicly-issued long-term notes.

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 was $30 million outstanding on the Trade Receivable Facility as of December 31, 2025.

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 December 31, 2025. The Revolving Facility requires the Company’s ratio of consolidated net debt-to-consolidated EBITDA, as defined, for the trailing-twelve months (the Ratio) to not exceed 3.50x as of the end of any fiscal quarter. The Company may exclude from the Ratio certain debt incurred in connection with qualifying acquisitions during the current quarter or the three preceding quarters, provided that the Ratio calculated without such exclusion does not exceed 4.00x. In addition, if there are no outstanding borrowings 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 and other requirements under the Revolving Facility at December 31, 2025.

Pursuant to authority granted by its Board of Directors, the Company may repurchase up to 20 million shares of common stock. As of December 31, 2025, the Company had 11.0 million shares remaining under the repurchase authorization. Future share repurchases are at management's discretion.

At December 31, 2025, the Company had $67 million in unrestricted cash and short-term investments that are considered cash equivalents. Cash and cash equivalents are managed to ensure short-term operating cash needs are met while efficiently deploying excess funds. The Company’s investments in bank funds generally exceed the FDIC insurance limit.

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 and allow for payment of dividends for the foreseeable future. Borrowings under the Revolving Facility are unsecured and may be used for general corporate purposes. The Company’s ability to borrow or issue securities is dependent upon, among other things, prevailing economic, financial and market conditions. At December 31, 2025, the Company had $1.2 billion of unused borrowing capacity under its Revolving Facility and Trade Receivable Facility.

The Company is exposed to credit markets through the interest cost related to borrowings under its Revolving Facility and Trade Receivable Facility.

Contractual and Off-Balance Sheet Obligations

The Company has retirement benefits related to pension plans. At December 31, 2025, the fair value of the qualified pension plans’ assets exceeded the projected benefit obligation by $487 million. The Company does not plan to make any voluntary contributions to the qualified pension plans during 2026. Any contributions beyond 2026 are currently undeterminable and will depend on the investment return on the related pension assets. At December 31, 2025, the Company had a total obligation of $103 million related to unfunded nonqualified pension plans and expects to make contributions of $25 million to these plans in 2026.

In connection with normal, ongoing operations, the Company enters into market-rate leases for property, plant and equipment and royalty commitments principally associated with leased land and mineral reserves. Additionally, the Company enters into equipment rentals to meet shorter-term, nonrecurring and intermittent needs. At December 31, 2025, the Company had $392 million in operating lease obligations and $314 million in finance lease obligations, representing the present value of future payments, which include $22 million of lease obligations classified as held for sale. The imputed interest on operating and finance lease obligations was $268 million. Management anticipates that, in the ordinary course of business, the Company will enter into additional royalty agreements for land and mineral reserves during 2026. As permitted, short-term leases are excluded from Accounting Standards Codification 842, Leases (ASC 842) requirements and future noncancelable obligations for these leases as of December 31, 2025 are immaterial.

As of December 31, 2025, future interest payable on the Company’s publicly-traded debt through the various maturity dates was $3.2 billion. The Company had obligations related to a contract of affreightment not accounted for as a lease, and royalty agreements, totaling $35 million and $169 million, respectively, as of December 31, 2025. The Company had purchase commitments for property, plant and equipment of $119 million as of December 31, 2025 and other purchase obligations related to energy and service contracts totaling $154 million as of December 31, 2025. Of the total contractual purchase commitments, $14 million was for the Company's Texas cement business and related ready mixed concrete operations that are classified as assets held for sale as of December 31, 2025.

The Company invests in renewable energy investment entities which qualify for tax credits and other tax benefits. As of December 31, 2025, the Company has committed to an additional $51 million of tax equity investments related to renewable energy tax credit projects. These amounts are expected to be paid in 2026 and are recorded in the Unpaid commitments to limited liability companies line item on the consolidated balance sheet.

Contingent Liabilities and Commitments

The Company has entered into standby letter of credit agreements relating to certain insurance claims, contract performance and permit requirements. At December 31, 2025, the Company had contingent liabilities guaranteeing its own performance under these outstanding letters of credit of $34 million.

In the normal course of business, at December 31, 2025, the Company was contingently liable for $850 million in surety bonds, which guarantee its own performance and are required by certain states and municipalities and their related agencies. The Company has indemnified the underwriting insurance companies against any exposure under the surety bonds. In the Company’s experience, no material claims have been made against these financial instruments.

Other Financial Information

Critical Accounting Policies and Estimates

The Company uses certain significant accounting policies to prepare its audited consolidated financial statements and related disclosures in conformity with U.S. generally accepted accounting principles. These accounting policies are described in Note A: Accounting Policies of the Notes to Financial Statements of the Company’s consolidated financial statements included under Item 8, Financial Statements and Supplemental Data of this Form 10-K.

The Company’s audited consolidated financial statements include certain critical estimates regarding the effect of matters that are inherently uncertain. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making subjective and complex judgments about the carrying values of assets and liabilities. Amounts reported in the Company’s consolidated financial statements could differ materially if management used different assumptions in making these estimates, resulting in actual results differing from those estimates. Methodologies used and assumptions selected by management in making these estimates, as well as the related disclosures, have been reviewed by and discussed with the Company’s Audit Committee. Management’s determination of the critical nature of accounting estimates and judgments may change from time to time depending on facts and circumstances that management cannot currently predict.

Business Combinations – Allocation of Purchase Price

The Company’s Board of Directors and management regularly review long-term strategic plans, including potential investments in value-added acquisitions of related or similar businesses which would increase the Company’s market presence and/or are related to the Company’s existing markets. When an acquisition is completed, the Company’s consolidated statements of earnings include the operating results of the acquired business starting from the date of acquisition, which is the date control is obtained. The purchase price is determined based on the fair value of assets and equity interests transferred to the seller and any future obligations to the seller as of the date of acquisition.

The Company allocates the purchase price to the fair values of the tangible and intangible assets acquired and liabilities assumed as valued at the date of acquisition. Goodwill is recorded for the excess of the purchase price over the net of the fair value of the identifiable assets acquired and liabilities assumed as of the acquisition date. The purchase price allocation is a critical accounting policy because the estimation of fair values of acquired assets and assumed liabilities is judgmental and requires various assumptions. Further, the amounts and useful lives assigned to depreciable and amortizable assets versus amounts assigned to goodwill and indefinite-lived intangible assets, which are not amortized, can significantly affect the results of operations in the period of and for periods following a business combination.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction, and, therefore, represents an exit price. Fair value measurement assumes the highest and best use of the asset by market participants, considering the use of the asset that is physically possible, legally permissible, and financially feasible at the measurement date. The Company assigns the highest level of fair value available to assets acquired and liabilities assumed based on the following options:

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Level 1 – Quoted prices in active markets for identical assets and liabilities

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Level 2 – Observable inputs, other than quoted prices, for similar assets or liabilities in active markets

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Level 3 – Unobservable inputs, used to value the asset or liability which includes the use of valuation models

Level 1 fair values are used to value investments in publicly traded entities and assumed obligations for publicly traded long-term debt.

Level 2 fair values are typically used to value acquired receivables, inventories, machinery and equipment, land, buildings, deferred income tax assets and liabilities, and accruals for payables, asset retirement obligations, environmental remediation and compliance obligations, and contingencies. Additionally, Level 2 fair values are typically used to value assumed contracts at other-than-market rates.

Level 3 fair values are used to value acquired mineral reserves and mineral interests produced and sold as final products, and separately-identifiable intangible assets. The fair values of mineral reserves and mineral interests are determined using an excess earnings approach, which requires significant judgment to estimate future cash flows, net of capital investments in the specific operation and contributory asset charges. The estimate of future cash flows is based on available historical information and future expectations and assumptions determined by management, but is inherently uncertain. Significant assumptions used to estimate future cash flows include changes in forecasted revenues based on sales price and shipment volumes, EBITDA margin and forecasted expenses inclusive of production costs and capital needs. The present value of the projected net cash flows represents the fair value assigned to mineral reserves and mineral interests. The discount rate is a significant assumption used in the valuation model and is based on the required rate of return that a hypothetical market participant would require if purchasing the acquired business, with an adjustment for the risk of these assets not generating the projected cash flows.

The Company values separately-identifiable acquired intangible assets which may include, but are not limited to, permits, customer relationships, water rights and noncompetition agreements. The fair values of these assets are typically determined by an excess earnings method, a replacement cost method or, in the case of water rights, a market approach.

The useful lives of amortizable intangible assets and the remaining useful lives for acquired machinery and equipment have a significant impact on earnings. The selected lives are based on the expected periods that the assets will provide value to the Company following the business combination.

The Company may adjust the amounts recognized for a business combination during a measurement period after the acquisition date. Any such adjustments are based on the Company obtaining additional information that existed at the acquisition date regarding the assets acquired or the liabilities assumed. The measurement period ends once the Company has obtained all necessary information that existed as of the acquisition date, but does not extend beyond one year from the date of acquisition. Any adjustments to assets acquired or liabilities assumed beyond the measurement period are recorded through earnings.

For additional information about business combinations and purchase price allocations, see Note B to the consolidated financial statements.

Impairment Review of Goodwill

Goodwill is tested annually for impairment by comparing a reporting unit’s fair value to its carrying value. Interim impairment reviews are performed if facts and circumstances arise that indicate a potential impairment. The goodwill impairment assessment is a critical accounting estimate because goodwill (excluding any goodwill allocated to assets held for sale) represented 19% of the Company’s total assets at December 31, 2025; the review requires management to apply judgment and make key assumptions; and an impairment charge could be material to the Company’s financial condition and results of operations.

As part of any qualitative assessment, or Step-0 analysis, the Company evaluates macroeconomic conditions, industry and market conditions, cost factors, overall financial performance and other business or reporting unit-specific events that could impact the fair values of its reporting units.

For reporting units evaluated using a qualitative assessment, or Step-1 analysis, the Company calculates its reporting units' fair values using both an income and market approach. The income approach determines fair values based on discounted cash flow models whereas the market approach involves the application of revenues and EBITDA multiples of comparable companies. Significant assumptions used in the Company's discounted cash flow model include management’s estimates of changes in average selling price, shipment volumes and production costs as well as assumptions of future profitability, capital requirements, discount rates and a terminal growth rate. Price, cost and volume assumptions are based on various factors, including historical averages, current forecasts, external sources, and market conditions, while also considering any production capacity constraints.

Future profitability and capital requirements are, by their nature, estimates. Capital requirements include maintenance-level needs and known efficiency- and capacity-increasing investments. The calculation of a reporting unit's discount rate includes the following components, which are primarily based on published sources: equity risk premium, historical beta, risk-free interest rate, size premium and borrowing rate. To assess the reasonableness of the reporting units' fair values, the Company compares the total of the reporting unit fair values to its market capitalization.

Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment. Further, mineral reserves, which represent underlying assets producing the reporting units’ cash flows for the aggregates product line, are depleting assets by their nature. Any potential impairment charges from future evaluations represent a risk to the Company.

For the 2025 annual impairment evaluation, the Company performed a Step-0 analysis for all reporting units, except for its West Division, as of October 1, 2025 and concluded that it is more-likely-than-not that each of these reporting units’ fair value exceeded its carrying value. The Company performed a Step-1 analysis for its West Division and determined its fair value exceeded its carrying value. For sensitivity purposes, a 100‐basis‐point increase in the discount rate, holding all other assumptions constant, would still result in the West Division passing the Step‐1 analysis.

For additional information about goodwill, see Note C to the consolidated financial statements.

Pension Benefit Obligation and Pension Expense – Selection of Assumptions

The Company sponsors noncontributory defined benefit pension plans that cover substantially all employees and a Supplemental Excess Retirement Plan (SERP) for certain retirees. Annually, as of December 31, management remeasures the defined benefit pension plans’ projected benefit obligation based on the present value of the projected future benefit payments to all participants for services rendered to date, reflecting expected future pay increases through the participants’ expected retirement dates.

Annual pension expense (inclusive of SERP expense), referred to as net periodic benefit cost within the consolidated financial statements, consists of several components, which are calculated annually:

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Service Cost, which represents the present value of benefits attributed to services rendered in the current year, measured by expected future salary levels to assumed retirement dates;

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Interest Cost, which represents one year’s additional interest on the projected benefit obligation;

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Expected Return on Assets, which represents the expected investment return on pension plan assets; and

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Amortization of Prior Service Cost and Actuarial Gains and Losses, which represents components that are recognized over time rather than immediately. Prior service cost represents credit given to employees for years of service already accrued. Actuarial gains and losses arise from changes in assumptions regarding future events, a change in the benefit obligation resulting from experience different from assumed or when actual returns on pension assets differ from expected returns and are amortized over the participants' average remaining service period on a plan-by-plan basis.

Management believes the selection of assumptions related to the annual pension expense and related projected benefit obligation is a critical accounting estimate due to the high degree of volatility in the expense and obligation dependent on selected assumptions. The key assumptions include the discount rate, rate of increase in future compensation levels, expected long-term rate of return on pension plan assets, mortality table and mortality improvement scale.

Management’s selection of the discount rate is based on an analysis that estimates the current rate of return for high-quality, fixed-income investments with maturities matching the payment of pension benefits that could be purchased to settle the obligations. The Company selected a hypothetical portfolio of high-quality corporate bonds with maturities that match the benefit obligations to determine the discount rate. At December 31, 2025, the Company selected a discount rate assumption of 5.97%, a 3-basis-point decrease compared with the December 31, 2024 assumption. Of the four key assumptions, the discount rate is generally the most volatile and sensitive estimate. Accordingly, a change in this assumption can have a significant impact on the annual pension expense and the projected benefit obligation.

Management’s selection of the rate of increase in future compensation levels, which reflects cost of living adjustments and merit and promotion increases, is generally based on the Company’s historical increases in pensionable earnings, while considering any future expectations. A higher rate of increase results in higher pension expense and a higher projected benefit obligation. The assumed long-term rate of increase is 4.50%.

Management’s selection of the expected long-term rate of return on pension fund assets is based on the current asset class mix of the Company's pension plan assets, current capital market conditions and a stochastic forecast of future conditions. Based on the currently projected returns on these assets and related expenses, the Company selected an expected return on assets of 6.75%, the same as the prior-year rate.

The difference between the expected return and the actual return on pension assets is included in actuarial gains and losses, which are amortized into annual pension expense as previously described.

At December 31, 2025 and 2024, the Company estimated the remaining lives of participants in the pension plans using the Society of Actuaries’ Pri-2012 Base Mortality Table. The no-collar table was used for salaried participants and the blue-collar table was used for hourly participants, both adjusted to reflect the historical experience of the Company’s participants and a geospatial mortality analysis. The Company selected the MP-2020 scale for mortality improvement at December 31, 2025 and 2024.

Assumptions are selected on December 31 to calculate the succeeding year’s expense. The assumptions selected at December 31, 2025 are as follows:

Using these assumptions, the Company's pension benefit obligation as of December 31, 2025 was $1.0 billion and 2026 pension expense is expected to be approximately $19 million based on current demographics and structure of the plans. Changes in the underlying assumptions would have the following estimated impact on the obligation and expected expense:

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A 25-basis-point change in the discount rate would have changed the December 31, 2025 pension benefit obligation by approximately $30 million.

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A 25-basis-point change in the discount rate would not materially change the 2026 expected expense.

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A 25-basis-point change in the expected long-term rate of return on assets would change the 2026 expected expense by approximately $3 million.

The Company made pension plan and SERP contributions of $42 million in 2025 and $281 million during the five-year period ended December 31, 2025. In total, the Company’s pension plans are overfunded (fair value of plan assets exceeds the projected benefit obligation) by $384 million at December 31, 2025. The Company expects to make pension plan and SERP contributions of $25 million in 2026, none of which is voluntary.

For additional information about pension benefit obligation and pension expense, see Note J to the consolidated financial statements.

Estimated Effective Income Tax Rate

The Company determines its provision for income taxes using the liability method. Under this approach, the annual income tax provision reflects estimates of the current liability for income taxes, estimates of the tax effect of financial reporting versus tax basis differences using statutory income tax rates and management’s judgment with respect to any valuation allowances on deferred tax assets and accruals for uncertain tax positions. The result is management’s estimate of the annual effective tax rate (the ETR).

Income for tax purposes is determined through the application of the rules and regulations under the United States Internal Revenue Code and the statutes of various foreign, state and local tax jurisdictions in which the Company conducts business. Changes in the statutory tax rates and/or tax laws in these jurisdictions, as well as changes in the geographic mix of earnings, can have a material impact on the ETR and the carrying value of deferred tax assets and liabilities. The effect of statutory tax law changes, if material, is recognized when the change is enacted.

Deferred tax assets representing future tax benefits are analyzed by evaluating all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, all or a portion of the expected future benefits is more-likely-than-not to be realized by the Company. This analysis requires management to make certain estimates and assumptions about future taxable income and prudent and feasible tax planning strategies. The establishment or increase of a valuation allowance increases income tax expense in the period such a determination is made; conversely, the decrease of a valuation allowance decreases income tax expense in the period such a determination is made.

The Company recognizes a tax benefit when it is judged to be more‐likely‐than‐not, based on the technical merits, that a tax position would be sustained upon examination by a taxing authority. The amount to be recognized is measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information.

The Company holds equity investments in renewable energy tax credit (RETC) projects which qualify for certain tax benefits. All of the Company's RETC investments are accounted for under the proportional amortization method. Under the proportional amortization method, the equity investment is amortized in proportion to the income tax credits and other income tax benefits received, with the amortization expense and the income tax benefits presented on a net basis in the Income tax expense or benefit line item in the consolidated statements of earnings.

For additional information about income taxes, see Note I to the consolidated financial statements.

Property, Plant and Equipment

Property, plant and equipment, net, represented 55% of total assets at December 31, 2025. Useful lives of the assets can vary depending on factors, including production levels, geographic location, portability and maintenance practices. Additionally, climate and inclement weather can reduce the useful life of an asset. Historically, the Company has not recognized significant losses on the disposal or retirement of fixed assets.

Aggregates mineral reserves and mineral interests are components within the property, plant and equipment balance on the consolidated balance sheets. The Company evaluates aggregates reserves, including those used in cement manufacturing, in several ways, depending on the geology at a particular location and whether the location is a greensite, an acquisition or an existing operation. Greensites require an extensive drilling program before any significant investment is made in terms of time, site development or efforts to obtain appropriate zoning and permitting (see Environmental Regulation and Litigation section). The depth of overburden (the layer of soil and other materials that lie above a mineral deposit) and the quality and quantity of the aggregates reserves are significant factors in determining whether to pursue opening the site. Further, the estimated average selling price for products in a market is also a significant factor in concluding that reserves are economically mineable. If the Company’s analysis based on these factors is satisfactory, the total aggregates reserves available are calculated and a determination is made whether to open the location. Reserve evaluation at existing locations is typically performed to evaluate purchasing adjoining properties, for quality control, calculating overburden volumes and for mine planning. Reserve evaluation of acquisitions may require a higher degree of sampling to verify the total reserves.

The quality of reserves within a deposit can vary. Construction contracts, for the infrastructure market in particular, include specifications related to the properties of the aggregates material. If a limiting characteristic in the deposit is discovered, the aggregates material may not meet the required specifications. Although it is possible that the aggregates material can still be used for non-specification uses, this can have an adverse impact on the Company’s ability to serve certain customers or the Company’s profitability. In addition, other factors can arise that influence the Company’s ability to develop reserves, including geological occurrences, mining practices, environmental requirements and zoning ordinances.

In determining the amount of reserves, evaluations are completed by or under the supervision of a qualified person using industry best practices and internal controls defined by the Company. The designations the Company uses for reserve categories and those recognized by the aggregate industry are summarized as follows:

Mineral Reserves – Mineral reserves are an estimate of tonnage and grade or quality that, in the opinion of a qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted. Reserves are categorized as Proven and Probable and represent net tons after consideration of applicable losses incurred during mining and plant processing.

Proven Reserves – Proven reserves are the portion of a mineral deposit for which quantity and quality are estimated on the basis of conclusive evidence from closely spaced drilling and sampling.

Probable Reserves – Probable reserves are estimated on the basis of less geologic evidence but are considered adequate for determining the quantity and quality.

The Company’s proven and probable reserves reflect reasonable economic and operating constraints and also include reserves at the Company’s inactive and undeveloped sites, including some sites where permitting and zoning applications will not be pursued until warranted by expected future growth. The Company has historically been successful in obtaining and maintaining appropriate zoning and permitting (see Environmental Regulation and Litigation section). The Company bases estimates on the information known at the time of determination and regularly reevaluates reserves whenever new information indicates a material change in reserves at one of the Company’s sites.

For additional information about property, plant and equipment, see Note F to the consolidated financial statements.

Forward-Looking Statements – Safe Harbor Provisions Under the Private Securities Litigation Reform Act of 1995

If you are interested in Martin Marietta stock, management recommends that, at a minimum, you read the Company’s current annual report and Forms 10-K, 10-Q and 8-K reports to the Securities and Exchange Commission (SEC) over the past year. The Company’s recent proxy statement for the annual meeting of shareholders also contains important information. These and other materials that have been filed with the SEC are accessible through the Company’s website atwww.martinmarietta.com and are also available at the SEC’s website atwww.sec.gov. You may also write or call the Company’s Corporate Secretary, who will provide copies of such reports.

Investors are cautioned that all statements in this Annual Report that relate to the future involve risks and uncertainties, and are based on assumptions that the Company believes in good faith are reasonable but which may be materially different from actual results. These statements, which are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and 27A of the Securities Act of 1933, and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, provide the investor with the Company’s expectations or forecasts of future events. You can identify these statements by the fact that they do not relate only to historical or current facts. They 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. In addition to the statements included in this report, we may from time to time make other oral or written forward-looking statements in other filings under the Securities Exchange Act of 1934 or in other public disclosures. Any, or all, of management’s forward-looking statements herein and in other publications may turn out to be wrong.

These forward-looking statements are subject to risks and uncertainties, and are based on assumptions that may be materially different from actual results, and include, but are not limited to:

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

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

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

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

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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;

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

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

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Construction spending levels in the Company's markets;

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

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

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

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

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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;

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Increased raw materials costs, such as bitumen;

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Rising costs of repair and supply parts;

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Construction labor shortages or supply chain challenges;

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

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

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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;

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The performance of the overall United States economy;

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

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

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

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

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

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

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

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

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

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

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Transportation availability and investment in rail infrastructure impacting the movement of materials especially to the Company’s Texas, Southeast and Gulf Coast markets, including 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 its customers;

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

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Availability of trucks and licensed drivers for material transport;

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Availability and cost of construction equipment in the United States;

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

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

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

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

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Dependence on information technology and automated systems;

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

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Inflation pressures on production and interest costs;

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

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

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Risks related to the Company's pending QUIKRETE transaction, including the ability to satisfy closing conditions, transaction costs, integration challenges, market conditions, and the impact of the transaction on the Company’s stakeholders;

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

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

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

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

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

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

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

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Cybersecurity risks;

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

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Potential credit rating downgrades to non-investment grade; and

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

Further, increased highway construction funding pressures resulting from either federal or state issues could result in reduced construction spending, which could in turn affect profitability. Cement is subject to cyclical supply and demand and price fluctuations.

The Company’s principal business serves customers in construction markets. This concentration could increase the risk of potential losses on customer receivables; however, payment bonds normally posted on public projects, together with lien rights on private projects, mitigate the risk of uncollectible receivables. The level of demand in the Company’s end-use markets, production levels and the management of production costs will affect the operating leverage of the Building Materials business and, therefore, profitability. Production costs in the Building Materials business are also sensitive to energy and raw material prices, both directly and indirectly. Diesel fuel, natural gas, coal and other consumables change production costs directly through consumption or indirectly by increased energy-related input costs, such as steel, explosives, tires and conveyor belts. Fluctuating diesel fuel pricing also affects transportation costs, primarily through fuel surcharges in the Company’s long-haul distribution network. The Specialties business is sensitive to changes in domestic steel capacity utilization as well as the absolute price and fluctuation in the cost of natural gas.

Transportation in the Company’s long-haul network, particularly the supply of railcars and locomotive power and condition of rail infrastructure to move trains, affects the Company’s efficient transportation of aggregates products in certain markets, most notably Texas, the Southeast and the Gulf Coast. In addition, availability of railcars and locomotives affects the Company’s movement of essential dolomitic lime for magnesia chemicals to both the Company’s plant in Manistee, Michigan, and its customers as well as the movement of magnesite from the Company's Gabbs, Nevada facility to processing plants in North Carolina, Indiana and Pennsylvania and its customers. The availability of trucks, drivers and railcars to transport the Company’s products, particularly in markets experiencing high growth and increased demand, is also a risk and pressures the associated costs.

All of the Company’s businesses are also subject to weather-related risks that can significantly affect production schedules and profitability. The first and fourth quarters are most adversely affected by winter weather. Hurricane and cyclone activity in the Atlantic Ocean, Pacific Ocean and Gulf Coast generally is most active during the second, third and fourth quarters.

In addition to the foregoing, other factors that could cause actual results to differ materially from the forward-looking statements in this Annual Report include but are not limited to those listed above in Item 1, Business – Competition, Item 1A, Risk Factors, and Note A: Accounting Policies and Note N: Commitments and Contingencies of the Notes to Financial Statements of the audited consolidated financial statements included in this Form 10-K.

You should consider these forward-looking statements in light of risk factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and other filings made with the SEC. All of the Company’s forward-looking statements should be considered in light of these factors. In addition, other risks and uncertainties not presently known to the Company or that the Company considers immaterial could affect the accuracy of its forward-looking statements, or adversely affect or be material to the Company. All forward-looking statements are made as of the date of filing or publication and we assume no obligation to update any such forward-looking statements.

Part II♦ Item 7A – Quantitative and Qualitative Disclosures About Market Risk