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MARTIN MARIETTA MATERIALS INC

For the period ended Nov 4, 2026. Filed Nov 4, 2026.

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About this filing

A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.

Nov 4, 2026 · Filed Nov 4, 2026

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MLM$518.15-1.8%Stored close · as of Nov 6, 2026
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EX-99.1 · Additional Notes

Additional Notes

  1. Revenues for the three- and nine-month periods ended September 30, 2026 and September 30, 2025, included the sales of products and services to customers (net of any discounts or allowances) and freight revenues for continuing operations.

  2. Net earnings from continuing operations attributable to Martin Marietta and earnings per diluted share from continuing operations included charges of $99 million and $1.53 per diluted share, respectively, for the quarter ended September 30, 2026, and $181 million and $2.93 per diluted share, respectively, for the year-to-date period ended September 30, 2026. These charges relate to (i) acquisition, divestiture and integration expenses and the impact of selling acquired inventory after markup to fair value as part of acquisition accounting for transactions meeting the Company's threshold for adding back for purposes of Adjusted EBITDA from continuing operations; (ii) an asset and portfolio rationalization charge and (iii) solely for the year-to-date period ended September 30, 2026, the revaluation of deferred tax liabilities driven by changes in the state jurisdictional mix of the business following the February 2026 QUIKRETE asset exchange.

  3. Organic mix-adjusted ASP represents Organic ASP adjusted to reflect consistent geographic mix between periods and is calculated by comparing Organic ASP for current-period shipments to Organic ASP for shipments in the comparable prior period. Please refer to the Investors section of the Company's website for definitions of ASP and Organic ASP.

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

Adjusted EBITDA from continuing operations is not defined by accounting principles generally accepted in the United States (GAAP) and, as such, should not be construed as an alternative to net earnings attributable to Martin Marietta, earnings from operations, or operating cash flow. For further information on Adjusted EBITDA, refer to the Company’s website atwww.martinmarietta.com.

Reconciliation of Net Earnings from Continuing Operations Attributable to Martin Marietta to Adjusted EBITDA from Continuing Operations

Three Months Ended · Nine Months Ended
September 30,September 30,
(in millions)2026202520262025
Net earnings from continuing operations attributable to Martin Marietta$256$361$592$757
Add back:
Interest expense, net of interest income13256244163
Income tax expense for controlling interests5789159190
Depreciation, depletion and amortization expense and earnings/loss from nonconsolidated equity affiliates242149609429
Acquisition, divestiture and integration expenses827967
Impact of selling acquired inventory after markup to fair value as part of acquisition accounting3851055
Asset and portfolio rationalization charge1—4—
Adjusted EBITDA from continuing operations$808$667$1,809$1,551

Reconciliation of 2026 Net Earnings from Continuing Operations Attributable to Martin Marietta Guidance to 2026 Adjusted EBITDA from Continuing Operations Guidance

(in millions)Mid-Point of Range
Net earnings from continuing operations attributable to Martin Marietta$800
Add back:
Interest expense, net of interest income403
Income tax expense for controlling interests203
Depreciation, depletion and amortization expense and earnings/loss from nonconsolidated equity affiliates864
Acquisition, divestiture and integration expenses96
Impact of selling acquired inventory after markup to fair value as part of acquisition accounting105
Asset and portfolio rationalization charge4
Adjusted EBITDA from continuing operations guidance$2,475

Adjusted earnings per diluted share from continuing operations is a non-GAAP financial measure used by the Company and by investors to evaluate operating performance and enhance comparability across reporting periods. The Company calculates Adjusted earnings per diluted share from continuing operations by excluding the impact of certain items that management believes are not indicative of the Company's underlying performance from period to period, including impacts directly related to acquisition and divestiture activity as well as asset and portfolio rationalization charges. The Company has elected to add back, for purposes of its Adjusted earnings per diluted share from continuing operations calculation, acquisition, divestiture and integration expenses, the impact of selling acquired inventory after its markup to fair value as part of acquisition accounting and the revaluation of deferred tax liabilities, only for transactions with consideration of at least $2.0 billion for the Building Materials business or $200 million for the Specialties business.

Adjusted earnings per diluted share from continuing operations is not defined by accounting principles generally accepted in the United States (GAAP) and, as such, should not be construed as an alternative to earnings per diluted share from continuing operations. For further information on Adjusted earnings per diluted share from continuing operations, refer to the Company’s website atwww.martinmarietta.com.

Reconciliation of Earnings per Diluted Share from Continuing Operations to Adjusted Earnings per Diluted Share from Continuing Operations

Three Months Ended · Nine Months Ended
September 30,September 30,
(per diluted share)2026202520262025
Earnings per diluted share from continuing operations$3.94$5.97$9.55$12.49
Add back:
Acquisition, divestiture and integration expenses1.090.081.340.08
Impact of selling acquired inventory after markup to fair value as part of acquisition accounting0.430.071.290.07
Asset and portfolio rationalization charge0.01—0.05—
Revaluation of deferred tax liabilities——0.25—
Adjusted earnings per diluted share from continuing operations$5.47$6.12$12.48$12.64

Aggregates cash gross profit and Specialties cash gross profit are non-GAAP financial measures used by the Company and by investors to evaluate operating performance and enhance comparability across reporting periods. For each respective product line, the Company calculates cash gross profit by adding back to gross profit the noncash charges for depreciation, depletion and amortization and the impact of selling acquired inventory after markup to fair value as part of acquisition accounting for that product line.

Aggregates cash gross profit and Specialties cash gross profit are not defined by accounting principles generally accepted in the United States (GAAP) and, as such, should not be construed as alternatives to gross profit, the most directly comparable GAAP financial measure. For further information on aggregates cash gross profit and Specialties cash gross profit, refer to the Company’s website atwww.martinmarietta.com.

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