MARTIN MARIETTA MATERIALS INC

SCHEDULE 14A

(Rule

14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A

INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:

Dear Shareholders:

It is my pleasure to invite you to attend Martin Marietta’s 2026 Annual Meeting of Shareholders on Thursday, May 14, 2026. This document provides the highlights of our key actions and important decisions in 2025, as well as information about our financial and other performance. Please review this Proxy Statement and the 2025 Annual Report for more information about these topics.

World-Class Safety Achieved

I am proud to report that, once again, Martin Marietta achieved world-class safety results in 2025. We had a world-class lost time incident rate (LTIR) for the ninth consecutive year (0.17 in 2025) and a world-class total injury incident rate (TIIR) for the fifth consecutive year (0.69 in 2025). Moreover, our fidelity to our Guardian Angel culture resulted in 99.8% of our over 9,500 employees experiencing ZERO lost-time incidents and 99.3% experiencing ZERO reportable incidents. These results demonstrate our steadfast commitment to safety grounded in our Guardian Angel safety culture. We have designed a roadmap for continuous safety improvement to drive meaningful and lasting progress for Martin Marietta. Safety excellence is not only central to our commitment to the health and well-being of our employees and communities; it is a proven driver of strong performance, profitability and value creation.

Record Setting Financial Results

In 2025, Martin Marietta continued to deliver exceptional financial results, driven by our disciplined commercial strategy and acquisition contributions. We reported $6.2 billion in revenues from continuing operations, grew aggregates gross profit by 16% to a record $1.7 billion and increased aggregates gross profit per ton by 12% to a record $8.45. We increased our quarterly dividend approximately 5% in August 2025 (the Company’s tenth consecutive year of increasing the dividend), and together with share repurchases, we returned $647 million to shareholders.

SOAR 2025 Execution

In 2025, we successfully completed the execution of our Strategic Operating Analysis and Review (SOAR) 2025 plan, a period defined by deliberate action, disciplined capital allocation and an unwavering focus on long-term value creation. The accomplishments throughout SOAR 2025 fundamentally reshaped our portfolio and positioned Martin Marietta as a stronger, more durable and resilient enterprise. Through the disciplined execution of our strategic plan and the unwavering commitment of our teams, we continued to solidify our position as North America’s premier, aggregates-led building materials company.

In doing so, we extended our long-track record of delivering above-market returns since the launch of SOAR in 2010. Our cumulative Total Shareholder Return (TSR) since the start of SOAR 2025 on January 1, 2021 is 126% as compared with the S&P 500’s TSR of 96%. These significant accomplishments demonstrate that Martin Marietta has built an increasingly resilient, efficient and cash flow generative business.

Significant Portfolio Actions

In 2025, we continued to strengthen and streamline our portfolio through strategic actions. A key milestone was reaching a definitive agreement for an asset exchange with Quikrete Holdings, Inc. (QUIKRETE), which subsequently closed after year-end in February. Through this transaction, Martin Marietta received aggregates operations producing approximately 20 million tons annually in Virginia, Missouri, Kansas and Vancouver, British Columbia, as well as $450 million in cash. In exchange, QUIKRETE received our Midlothian cement plant, related cement terminals, Texas ready-mixed concrete assets, and certain nonoperating land. Through the tax-efficient exchange of cyclical cement and ready-mixed concrete assets for the largest aggregates acquisition in our Company’s history, we reaffirmed our disciplined approach to capital allocation and commitment to higher-value, strategically aligned assets. This portfolio-enhancing transaction established new growth platforms in key SOAR-target markets while further strengthening our differentiated Central Division footprint.

In December 2025, we expanded our presence in Minnesota with the acquisition of certain aggregates and FOB asphalt assets from CRH plc. This complementary bolt-on enhances the Company’s existing operations in the Twin Cities and St. Cloud markets while also adding approximately 40 million tons of aggregates reserves to our already long-lived assets.

In addition, we completed the acquisition of Premier Magnesia, LLC (Premier), a privately-owned producer of magnesia-based products with operations in Nevada, North Carolina, Indiana and Pennsylvania, enhancing the Company’s position as the leading producer of natural and synthetic magnesia-based products in the United States. This acquisition wholly aligns with our strategic plan to grow our highly complementary Specialties business, which possesses aggregates-like characteristics, compelling margins and core competencies closely tied to our traditional strengths in drilling, blasting, loading, hauling and crushing rock. Our active portfolio management continues to maximize the value of our business for our shareholders.

Governance and Board Refreshment

Martin Marietta is committed to strong corporate governance and ensuring a diverse set of skills and backgrounds on the Board of Directors. We believe our balanced mix of Board members with different backgrounds and qualifications, including tenure, brings the right blend of independence and diversity that combines experience continuity through business cycles with fresh perspective. At the Company’s 2026 Annual Meeting of Shareholders, John J. Koraleski and Sue W. Cole will retire. Mr. Koraleski and Ms. Cole have been superb and insightful members of our Board; we are extremely grateful for their steady guidance and thoughtful leadership throughout their respective Board tenures. We wish them well in retirement. We are nominating Gayla J. Delly and Martin J. Lyons, Jr. to serve on our Board. Ms. Delly is the former President and Chief Executive Officer of Benchmark Electronics, Inc., a company that provides contract manufacturing, design, engineering, test and distribution services to manufacturers of computers, medical devices, telecommunications equipment and industrial control and test instruments. Mr. Lyons is Chairman, President and Chief Executive Officer, Ameren Corporation.

Your Vote Matters

I urge you to promptly cast your vote. You may do so by either returning the enclosed Proxy Card or by the electronic or telephone options described in our Proxy Statement. On behalf of our Board of Directors, thank you for your investment in Martin Marietta. We look forward to continuing to deliver strong and responsible performance, innovation and growth to our customers, shareholders and other stakeholders.

Sincerely,

C. HOWARD NYE

Chair of the Board, President and Chief Executive Officer

2026 PROXY STATEMENT

Date of Availability:

This Notice, Proxy Statement, the 2025 Annual Report, and the Proxy Card are being sent commencing on approximately April 15, 2026 to shareholders of record at the close of business on March 6, 2026.

Your vote is important. You may vote in person at the 2026 Annual Meeting of Shareholders (Annual Meeting) or submit a proxy over the internet. If you have received a paper copy of the Proxy Card (or if you request a paper copy of the materials), you may submit a proxy by telephone or by mail.

Whether or not you expect to attend the meeting, we hope you will date and sign the enclosed Proxy Cardand mail it promptly in the enclosed stamped envelope. Submitting your proxy now will not prevent you from voting your shares at the meeting, because your proxy is revocable at your option.

If you submit your proxy by telephone or over the internet, you do not need to return your Proxy Card by mail.

Sincerely,

George F. Schoen

Executive Vice President, General Counsel and Corporate Secretary

Raleigh, North Carolina

April 15, 2026

DATE & TIME Thursday, May 14, 2026 8:00 a.m. ET

LOCATION 4123 Parklake Avenue Raleigh, NC 27612 (our principalexecutive offices)

How to Vote

It is important that your shares be represented and voted at the Annual Meeting. We urge you to vote by using any of these methods.

INTERNET

www.voteproxy.com

TELEPHONE

1-800-PROXIES (1-800-776-9437) in the United States or 1-201-299-4446 from outside the United States

MAIL

Sign, date and mail your proxy card in the envelope provided

IN PERSON

Attend the Annual Meeting and vote by ballot

IMPORTANT NOTICE

Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Shareholders: The Proxy Statement and Annual Report to Shareholders are available for review on the Internet at https://ir.martinmarietta.com/reports-filings/annual-reports-and-proxies.