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MARTIN MARIETTA MATERIALS INC

For the period ended Sep 30, 2026. Filed Nov 4, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 4, 2026

MLM$530.97+2.5%Stored close · as of Nov 9, 2026

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Notes to Consolidated Financial Statements

NOTE A: ACCOUNTING POLICIES

Organization

Martin Marietta Materials, Inc. (the Company or Martin Marietta) is a natural resource-based building materials company. As of September 30, 2026, the Company supplies aggregates (crushed stone, sand and gravel) through its network of approximately 500 quarries, mines and distribution yards in 29 states, Canada and The Bahamas. Martin Marietta also provides other building materials, namely, asphalt and paving services and ready mixed concrete, in select vertically integrated 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 the closing of an asset exchange during the quarter ended March 31, 2026 (see Note B), the Company updated its reportable segments. The Building Materials business includestwo reportable segments: East Group (comprised of the East and Southwest divisions) and West Group (comprised of the Central and West divisions). All comparative prior-period information presented in the related notes to the financial statements reflects the updated reportable segments.

The Company also operates a Specialties business, which represents a separate reportable segment. The Specialties business produces high-calcium lime, dolomitic lime and industrial mineral products, serving a diverse range of end markets, including domestic steel manufacturing, infrastructure, heavy nonresidential construction, glass manufacturing, and environmental solutions. The Specialties business also 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.

Reportable Segments
East GroupWest GroupSpecialties
Operating LocationsAlabama, Arkansas, Florida, Georgia, Louisiana, Maryland, North Carolina, Oklahoma, Pennsylvania, South Carolina, Tennessee, Texas, Virginia, Nova Scotia and The BahamasArizona, California, Colorado, Illinois, Indiana, Iowa, Kansas, Kentucky, Minnesota, Missouri, Nebraska, Ohio, Tennessee, Utah, Washington, West Virginia, Wyoming and British ColumbiaAlabama, Arizona, California, Colorado, Florida, Illinois, Indiana, Kentucky, Louisiana, Michigan, Missouri, Nevada, New Mexico, North Carolina, Ohio, Oregon, Pennsylvania, South Carolina, Tennessee, Texas, Utah, Virginia, West Virginia, British Columbia and Jamaica
Products and ServicesAggregatesAggregates, Asphalt and Paving Services,and Ready Mixed ConcreteLime, Dolomitic Lime, and Limestone Products, Industrial Minerals and Magnesia-based Products
Facility TypesQuarries and Distribution FacilitiesQuarries, Mines, Asphalt Plants, Ready Mixed Concrete Plants and Distribution FacilitiesQuarries, Mines, Lime Plants, Industrial Minerals and Magnesia Production Facilities and Distribution Facilities
Form 10-Q7

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 Form 10-Q and 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 and nine months ended September 30, 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.

Restricted Cash

At September 30, 2026, the Company had restricted cash of $12 million, which is invested in an account designated for the purchase of like-kind exchange replacement assets under Section 1031 of the Internal Revenue Code and related IRS procedures (Section 1031). The Company is restricted from utilizing the cash for purposes other than the purchase of qualified assets for a designated period (generally 180 days) from receipt of the proceeds from the sale of the exchanged assets. Any unused cash at the end of the designated period is transferred to unrestricted accounts of the Company and used for general corporate purposes. There wasno restricted cash at December 31, 2025.

The statements of cash flows reflect cash flow changes and balances for cash, cash equivalents and restricted cash on an aggregated basis. The following table reconciles cash, cash equivalents and restricted cash as reported on the consolidated balance sheets to the aggregated amounts presented on the consolidated statements of cash flows:

September 30,December 31,
(in millions)20262025
Cash and cash equivalents$140$67
Restricted cash12—
Total cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows$152$67
Form 10-Q8

Consolidated Comprehensive Earnings and Accumulated Other Comprehensive Earnings (Loss)

Consolidated comprehensive earnings attributable to Martin Marietta are as follows:

Three Months Ended · Nine Months Ended
September 30,September 30,
(in millions)2026202520262025
Net earnings attributable to Martin Marietta$256$414$2,020$858
Other comprehensive (loss) earnings, net of tax(1)4338
Consolidated comprehensive earnings attributable to Martin Marietta$255$418$2,053$866

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

Pension andPostretirement Benefit PlansForeign CurrencyAccumulatedOther Comprehensive Earnings (Loss)
(in millions)Three Months Ended September 30, 2026
Balance at beginning of period$112$(18)$94
Other comprehensive loss before reclassifications, net of tax—(4)(4)
Amounts reclassified from accumulated othercomprehensive earnings, net of tax3—3
Other comprehensive earnings (loss), net of tax3(4)(1)
Balance at end of period$115$(22)$93
Balance at beginning of period$(7)$(2)$(9)
Other comprehensive loss before reclassifications, net of tax—(1)(1)
Amounts reclassified from accumulated other comprehensive loss, net of tax5—5
Other comprehensive earnings (loss), net of tax5(1)4
Balance at end of period$(2)$(3)$(5)
Form 10-Q9
Pension andPostretirement Benefit PlansForeign CurrencyAccumulatedOther Comprehensive Earnings (Loss)
(in millions)Nine Months Ended September 30, 2026
Balance at beginning of period$62$(2)$60
Other comprehensive earnings (loss) before reclassifications, net of tax48(20)28
Amounts reclassified from accumulated othercomprehensive earnings, net of tax5—5
Other comprehensive earnings (loss), net of tax53(20)33
Balance at end of period$115$(22)$93
Balance at beginning of period$(9)$(4)$(13)
Other comprehensive earnings before reclassifications,net of tax—11
Amounts reclassified from accumulated othercomprehensive loss, net of tax7—7
Other comprehensive earnings, net of tax718
Balance at end of period$(2)$(3)$(5)

The $48 million, net of tax, other comprehensive earnings before reclassifications in the Pension and Postretirement Benefit Plans for thenine months ended September 30, 2026 reflects the remeasurement of the funded status of the Company’s qualified pension plan, required because of a curtailment event (see Note H).

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 · Nine Months Ended
September 30,September 30,
(in millions)2026202520262025
Balance at beginning of period$2$40$18$41
Tax effect of other comprehensive earnings—(1)(16)(2)
Balance at end of period$2$39$2$39
Form 10-Q10

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

Three Months Ended · Nine Months Ended · Affected line items in the consolidated
September 30, · September 30, · statements of earnings
(in millions)2026202520262025and comprehensive earnings
Pension and postretirementbenefit plans
Curtailment gain$—$—$(5)$—
Settlement charge1565
Amortization of:
Prior service cost2144
Actuarial loss——1—
3669Other nonoperating income, net
Tax effect—(1)(1)(2)Income tax expense
Total$3$5$5$7

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 · Nine Months Ended
September 30,September 30,
(in millions)2026202520262025
Basic weighted-average common shares outstanding65.060.361.860.5
Effect of dilutive employee and director awards0.10.10.10.1
Diluted weighted-average common shares outstanding65.160.461.960.6

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 certain expense captions 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.

Thenew 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.

Form 10-Q11

The ASU will affect 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.

Reclassifications

Certain reclassifications have been made in the Company's financial statements for prior periods 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.

NOTE B: BUSINESS COMBINATIONS, DIVESTITURES, DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE

2026 Business Combinations

Lhoist North America, Inc.

On August 21, 2026, the Company completed its business combination with Lhoist North America, Inc. (LNA), a wholly-owned direct subsidiary of LNA Holding SRL (LNA Holding), for total consideration of approximately $12.9 billion. Consideration consisted of $7.0 billion in cash, which was financed using proceeds from the issuance of publicly traded debt and term loan borrowings (see Note E), and 10,953,543 newly issued shares of Martin Marietta common stock, par value $0.01 per share, with a value of $5.9 billion based on the closing price of Martin Marietta common stock on August 21, 2026. Following the closing, LNA Holding held approximately 15% of the outstanding Martin Marietta common stock as of September 30, 2026.

LNA is a leading producer of high-calcium lime, dolomitic lime and industrial mineral products, serving a diversified range of end markets through a network of 20 quarries and production facilities and 45 distribution terminals. With more than two billion tons of high-quality limestone reserves and strategic positioning primarily in high-growth Sun Belt metropolitan corridors, this transaction strengthens the Company's portfolio by expanding its complementary, upstream Specialties business and enhances its ability to serve new and existing customers. The transaction also enhances the Company's long-term earnings durability, geographic diversification and exposure to attractive industrial and infrastructure-related end markets. The results from the acquired operations are reported in the Company's Specialties reportable segment.

The Company determined and recorded the preliminary acquisition-date fair values of assets acquired and liabilities assumed, which are subject to additional reviews that are not yet complete. Accordingly, these amounts may change during the measurement period, which will not exceed one year from the consummation date and remained open as of September 30, 2026. Specific accounts subject to ongoing purchase accounting adjustments include, but are not limited to, accounts receivable; inventories; property, plant and equipment; intangible assets; other assets; accounts payable; accrued expenses; other liabilities; deferred income taxes and goodwill. The goodwill generated by the transaction is not deductible for income tax purposes.

Form 10-Q12

The following is a summary of the preliminary fair values of the assets acquired and liabilities assumed from LNA as of August 21, 2026:

(in millions)
Assets:
Cash$50
Receivables222
Inventories151
Property, plant and equipment 14,792
Intangible assets, other than goodwill5,969
Other assets59
Total assets11,243
Liabilities:
Deferred income taxes2,344
Other liabilities408
Total liabilities2,752
Net identifiable assets acquired8,491
Goodwill4,396
Total consideration$12,887

1 Includes mineral reserves of $3.2 billion.

On June 27, 2026, the Company secured a bridge funding commitment to temporarily fund the LNA acquisition, if necessary. The related $27 million fee for the commitment was amortized as interest expense during the three months ended September 30, 2026 as the bridge facility was not used.

QUIKRETE Holdings, Inc.

On February 23, 2026, the Company completed an asset exchange with QUIKRETE Holdings, Inc. (QUIKRETE). Under the terms of the transaction, Martin Marietta acquired operations producing approximately 20 million tons of aggregates annually in Virginia, Missouri, Kansas and Vancouver, British Columbia, an asphalt and paving business in Vancouver, British Columbia, and $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 allowed the Company to expand into new growth platforms in Virginia and the Pacific Northwest.

The Company determined and recorded the preliminary acquisition-date fair values of assets acquired and liabilities assumed, which are subject to additional reviews that are not yet complete. Accordingly, these amounts may change during the measurement period, which will not exceed one year from the consummation date and remained open as of September 30, 2026. During the three months ended September 30, 2026, the Company increased the acquisition-date fair value of property, plant and equipment by $88 million, increased asset retirement obligations by $69 million and reduced goodwill by $25 million. Specific accounts subject to ongoing purchase accounting adjustments include, but are not limited to, property, plant and equipment; intangible assets; other liabilities; deferred income taxes and goodwill. Of the total goodwill generated by the transaction, $140 million is not deductible and $32 million is deductible for income tax purposes.

Form 10-Q13

The following is a summary of the preliminary fair values of the assets acquired and liabilities assumed from QUIKRETE as of February 23, 2026:

(in millions)
Assets:
Cash$470
Inventories109
Property, plant and equipment 12,581
Intangible assets, other than goodwill45
Other assets18
Total assets3,223
Liabilities:
Deferred income taxes84
Asset retirement obligations82
Other liabilities54
Total liabilities220
Net identifiable assets acquired3,003
Goodwill172
Total consideration$3,175

1 Includes mineral reserves of $2.1 billion.

The following unaudited pro forma financial information summarizes the combined results of the continuing operations for the Company, LNA and QUIKRETE as though the transactions had occurred as of January 1, 2025. The unaudited 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 LNA business combination and QUIKRETE asset exchange had taken place as of January 1, 2025, nor does it 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 $78 million of after-tax acquisition and integration expenses and a $79 million after-tax charge associated with the sale of inventory after its markup to fair value in purchase accounting for thenine months ended September 30, 2025.

Three Months Ended · Nine Months Ended
September 30,September 30,
(in millions)2026202520262025
Revenues$2,649$2,407$6,911$6,234
Net earnings from continuing operations attributable to Martin Marietta$350$442$802$748

New Frontier Materials LLC

On May 15, 2026, the Company acquired New Frontier Materials LLC (NFM), a complementary bolt-on aggregates-led business operating in the greater St. Louis metropolitan area. The acquired aggregates assets produce over 8 million tons annually and enhance the Company's existing footprint in its Central Division. 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. Accordingly, these amounts may change during the measurement period, which will not exceed one year from the consummation date and remained open as of September 30, 2026. Specific accounts subject to ongoing purchase accounting adjustments include, but are not limited to, property, plant and equipment; goodwill and other intangible assets; and other liabilities. The goodwill generated by the transaction is deductible for income tax purposes. The

Form 10-Q14

acquisition is reported in the Company's West Group and is immaterial to other business combination disclosures, including pro forma results of operations.

Revenues and Pretax Earnings Attributable to 2026 Acquisitions

Revenues and pretax earnings attributable to operations acquired during 2026 included in the Company's consolidated statements of earnings and comprehensive earnings are$436 million and $63 million, respectively, for thethree months ended September 30, 2026 and $639 million and $23 million, respectively, for thenine months ended September 30, 2026. Pretax earnings for the three and nine months ended September 30, 2026 include charges of $41 million and $112 million, respectively, associated with the sale of acquired inventory after its markup to fair value as part of purchase accounting.

2025 Business Combinations

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 recorded fair values of the assets acquired and liabilities assumed. As of September 30, 2026, the measurement period is closed. 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 to 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 assets 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 assets optimized its portfolio and product mix.

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 nine months ended September 30, 2026 and excludes transaction expenses associated with the divestiture.

Discontinued Operations

The associated financial results for the Company's Midlothian cement plant, related cement distribution terminals and Texas ready mixed concrete assets, which were 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.

Form 10-Q15

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

Three Months Ended · Nine Months Ended
September 30,September 30,
(in millions)2026202520262025
Revenues$—$242$108$634
Cost of revenues—166100490
Gross profit$—$76$8$144
Pretax earnings (loss) from operations$—$68$(13)$130
Pretax gain on divestiture——1,962—
Pretax earnings—681,949130
Income tax expense—1552129
Earnings from discontinued operations, net of income tax expense$—$53$1,428$101

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

Nine Months Ended
September 30,
(in millions)20262025
Net cash (used for) provided by operating activities$(67)$120
Additions to property, plant and equipment$(18)$(74)
Proceeds from divestitures and sales of assets4501
Net cash provided by (used for) investing activities$432$(73)
Net cash used for financing activities$—$(5)

Assets and Liabilities Held for Sale

Assets and liabilities held for sale at September 30, 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 assets, which were subsequently divested in February 2026.

Form 10-Q16

Assets and liabilities held for sale are as follows:

Continuing OperationsContinuing OperationsDiscontinued OperationsTotal
(in millions) · September 30, 2026 · December 31, 2025
Inventories, net$—$—$98$98
Investment land311—11
Property, plant and equipment——486486
Goodwill——374374
Intangible assets, excluding goodwill——249249
Operating lease right-of-use assets——1010
Other assets——22
Total current assets held for sale$3$11$1,219$1,230
Lease obligations$—$—$22$22
Other liabilities——1212
Total current liabilities held for sale$—$—$34$34

NOTE C: GOODWILL AND OTHER INTANGIBLE ASSETS

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

East · West
(in millions)GroupGroupSpecialtiesTotal
Balance at January 1, 2026$1,733$1,672$209$3,614
Acquisitions743714,3964,841
Adjustments to purchase price allocations(19)(15)(4)(38)
Divestitures(10)——(10)
Foreign currency translation—(5)(1)(6)
Balance at September 30, 2026$1,778$2,023$4,600$8,401

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

(in millions, except amortization period)AmountWeighted-average amortization period
Subject to amortization:
Permits$3,84985 years
Customer relationships2,00723 years
Use rights and other23420 years
Total$6,09062 years
Form 10-Q17

NOTE D: INVENTORIES, NET

September 30,December 31,
(in millions)20262025
Finished products$1,453$1,378
Products in process2114
Raw materials9649
Supplies and expendable parts228124
Total inventories1,7981,565
Less: allowances(555)(487)
Inventories, net$1,243$1,078

NOTE E: DEBT

September 30,December 31,
(in millions)20262025
3.450% Senior Notes, due 2027$300$299
3.500% Senior Notes, due 2027494493
4.850% Senior Notes, due 2029745—
2.500% Senior Notes, due 2030474473
2.400% Senior Notes, due 2031892891
5.200% Senior Notes, due 20321,238—
5.400% Senior Notes, due 2034988—
5.150% Senior Notes, due 2034739739
5.625% Senior Notes, due 20361,481—
6.250% Senior Notes, due 2037229229
4.250% Senior Notes, due 2047591591
3.200% Senior Notes, due 2051851851
5.500% Senior Notes, due 2054727727
6.375% Senior Notes, due 2056985—
Term Facility11,499—
Revolving Facility2170—
Trade Receivable Facility342030
Total debt12,8235,323
Less: current maturities(720)(30)
Long-term debt$12,103$5,293

1 Borrowings bear interest, at the Company’s option, at either the Term Secured Overnight Financing Rate (Term SOFR Rate) or a base rate, plus, for each rate, a margin determined in accordance with a ratings-based pricing grid. The Term Facility interest rate is 5.02% at September 30, 2026.

2 Borrowings bear interest, at the Company’s option, at rates based upon the Term SOFR Rate or a base rate, plus, for each rate, a margin determined in accordance with a ratings-based pricing grid. The Revolving Facility interest rate is 4.80% at September 30, 2026.

3 Borrowings bear interest at a rate equal to the Adjusted Term SOFR Rate, as defined, plus 0.70%. The Trade Receivable Facility interest rate is 4.38% and 4.57% at September 30, 2026 and December 31, 2025, respectively.

Senior Notes

On August 14, 2026, the Company issued an aggregate principal amount of $5.5 billion of senior notes (collectively, the August 2026 Senior Notes). The Company used the net proceeds, together with borrowings under a $1.5 billion senior

Form 10-Q18

unsecured term loan facility described below, to pay the cash consideration for the business combination with LNA (see Note B).

The August 2026 Senior Notes are carried net of original issue discount, which is being amortized by the effective interest method over the life of the issue. The principal amount, effective interest rate and maturity dates for each of the tranches are as follows:

PrincipalAmount(in millions)EffectiveInterestRateMaturity Date
4.850% Senior Notes$7505.00%August 15, 2029
5.200% Senior Notes$1,2505.35%January 30, 2032
5.400% Senior Notes$1,0005.54%January 30, 2034
5.625% Senior Notes$1,5005.76%August 15, 2036
6.375% Senior Notes$1,0006.46%August 15, 2056

The August 2026 Senior Notes are senior unsecured obligations of the Company and rank equal in right of payment with the Company’s existing and future senior indebtedness and rank senior in right of payment to the Company’s future subordinated indebtedness. The August 2026 Senior Notes of each series are redeemable at the Company's option, in whole or in part, prior to their respective par call dates, as defined, at a make-whole redemption price, and, on or after their respective par call dates and prior to their respective maturity dates, at a price equal to 100% of the principal amount. In either case, accrued and unpaid interest to, but excluding, the applicable redemption date is also payable. Upon a change-of-control repurchase event, the Company would be required to make an offer to repurchase all outstanding August 2026 Senior Notes at a repurchase price equal to 101% of the principal amount of the August 2026 Senior Notes, plus any accrued and unpaid interest.

Credit Facilities

The Company's credit facilities contain the following provisions:

TermRevolvingTrade Receivable
FacilityFacilityFacility*
Facility limit$1.5 billion$1.5 billion$500 million
LendersSyndicate of banksSyndicate of banksSyndicate of banks
Maturity dateAugust 19, 2029August 18, 2031September 15, 2027
* Borrowings limited to lesser of facility limit or borrowing base, as defined

On July 15, 2026, the Company entered into a Term Credit Agreement with JPMorgan Chase Bank, N.A. (JPMCB), as administrative agent, and certain financial institutions, as lenders (the Term Credit Agreement), which provides for a three-year senior unsecured term loan facility in an aggregate principal amount of $1.5 billion (the Term Facility). The Term Facility matures three years after the date on which it is funded.

On August 18, 2026, the Company entered into a Credit Agreement with JPMCB, as administrative agent, and Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc., PNC Bank, N.A., Truist Bank and Wells Fargo Bank, N.A., as syndication agents, and the issuing lenders party thereto (the Credit Agreement), which provides for a $1.5 billion five-year senior unsecured revolving facility (the Revolving Facility) with a maturity date of August 18, 2031. The Revolving Facility replaces the Company’s predecessor Credit Agreement. Available borrowings under the Revolving Facility are reduced by any outstanding letters of credit issued by the Company under the Revolving Facility. At September 30, 2026 and December 31, 2025, the Company had $3 million of outstanding letters of credit issued under the Revolving Facility and the predecessor Credit Agreement, respectively.

Form 10-Q19

The Credit Agreement and Term Credit Agreement require the Company's ratio of consolidated net debt-to-consolidated earnings before interest, taxes, depreciation, depletion and amortization, as defined, for the trailing twelve months (the Leverage Ratio) to not exceed (a)4.75 x for the first three quarters after closing the LNA transaction, which occurred on August 21, 2026; (b)4.25 x for the next succeeding three quarters; and (c)3.75 x thereafter, provided further that the Company may exclude from the Leverage Ratio debt incurred in connection with certain acquisitions for a period of four quarters so long as the Leverage Ratio calculated without such exclusion does not exceed 4.25 x. Additionally, if there are no amounts outstanding under both the Revolving Facility and the Company’s Trade Receivable Facility, consolidated debt, as defined, is reduced for purposes of the calculation of the Leverage Ratio by the sum of the Company’s unrestricted cash and cash equivalents, such reduction not to exceed $500 million. The Company was in compliance with the Leverage Ratio at September 30, 2026.

On September 15, 2026, the Company amended its Trade Receivable Facility to decrease the facility limit from $600 million to $500 million and extended the maturity to September 15, 2027. Subject to certain conditions, including lenders providing the requisite commitments, the Trade Receivable Facility may be increased to an amount not to exceed $700 million. The Trade Receivable Facility contains a cross-default provision to the Company’s other debt agreements.

NOTE F: FINANCIAL INSTRUMENTS

The Company’s financial instruments include temporary cash investments, restricted cash, accounts receivable, accounts payable, Trade Receivable Facility borrowings, Term Facility borrowings, Revolving Facility borrowings and publicly traded senior notes. The carrying values of temporary cash investments, restricted cash, accounts receivable and accounts payable approximate their fair values.

The carrying value and fair value of the Company’s debt were$12.8 billion and $11.9 billion, respectively, at September 30, 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 approximates its fair value. The estimated fair values of the Term Facility and the Revolving Facility, which represent variable-rate debt, approximate their carrying amounts as the interest rates reset periodically. The estimated fair value of the Company’s publicly traded senior notes was estimated based on Level 2 of the fair value hierarchy using observable market data.

NOTEG: 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 21.2% and 20.0% for the nine months ended September 30, 2026 and 2025, respectively.

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 nine months ended September 30, 2026, the Company's annualized effective tax rate includes the proportional amortization of these investments of $13 million, offset by other tax benefits of $13 million. For the nine months ended September 30, 2025, the Company's annualized effective tax rate included the proportional amortization of these investments of $128 million, offset by $124 million of tax credits and $15 million of other tax benefits. Unfunded commitments related to these tax equity investments as of December 31, 2025 are recorded in Unpaid commitments to limited liability companies on the consolidated balance sheet.

NOTE H: PENSION BENEFITS

In connection with the Company's divestiture of its Midlothian cement plant, related cement distribution terminals, and Texas ready mixed concrete assets (see Note B), certain employees ceased to be active participants in the Company's qualified defined benefit pension plan. This event resulted in a curtailment and required the Company to remeasure its

Form 10-Q20

projected benefit obligation and plan assets. The Company elected a practical expedient and performed the remeasurement as of April 30, 2026, the month-end measurement date nearest to when the affected employees ceased to be active participants in the plan. The discount rate for the remeasurement was 6.21% compared with 6.00% prior to the remeasurement. The Company recognized a curtailment gain of $5 million during the nine months ended September 30, 2026.

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

Three Months Ended September 30,Nine Months Ended September 30,
(in millions)2026202520262025
Service cost$9$9$26$27
Interest cost15154644
Expected return on assets(24)(21)(71)(62)
Amortization of:
Prior service cost2144
Actuarial loss——11
Curtailment gain——(5)—
Settlement charge1565
Net periodic benefit cost$3$9$7$19

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.

NOTE I: COMMITMENTS AND CONTINGENCIES

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 it 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 based on currently available facts.

Other Environmental Matters

The Company’s operations are subject to and affected by federal, state and local laws and regulations relating to the environment, health and safety, and other regulatory matters. Certain of the Company’s operations may, from time to time, involve the use of substances that are classified as toxic or hazardous within the meaning of these laws and regulations. Environmental operating permits are, or may be, required for certain of the Company’s operations, and such permits are subject to modification, renewal and revocation.

The Company regularly monitors and reviews its operations, procedures and policies for compliance with these laws and regulations. Despite these compliance efforts, the risk of environmental remediation liability is inherent in the operation

Form 10-Q21

of the Company’s businesses, as it is with other companies engaged in similar businesses. The Company has no material provisions for environmental remediation liabilities and does not believe such liabilities will have a material adverse effect on its financial condition, results of operations or cash flow.

Letters of Credit

In the normal course of business, the Company provides certain third parties with standby letters of credit guaranteeing payment of certain insurance claims, contract performance and permit requirements. At September 30, 2026, the Company was contingently liable for $44 million in letters of credit.

Surety Bonds

At September 30, 2026, the Company was contingently liable for surety bonds required by certain governments and their related agencies. The bonds are provided in the normal course of business and are principally for certain insurance claims, construction contracts, reclamation obligations and mining permits guaranteeing the Company’s own performance. The Company has indemnified the underwriting insurance company against any exposure under the surety bonds. Based on the Company’s historical experience, no material claims have been made against these financial instruments.

NOTE J: SEGMENTS

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

The Company’s Chief Operating Decision Maker (CODM) is the Chief Operating 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 used in determining incentive compensation targets and awards. Segment earnings (loss) from operations includes revenues less cost of revenues; selling, general and administrative expenses; other operating income and expenses, net; and excludes 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.

Form 10-Q22
(in millions) · East Group · West Group · Specialties · Total Reportable Segments · Corporate · Total
Segment Revenues$1,020$987$362$2,369$—$2,369
Less:
Labor and benefits expense9512938262(2)260
Depreciation, depletion and amortization expense9398372281229
Energy expense535529137—137
Other costs of revenues34342312789313906
External freight expense1865743186—186
Selling, general and administrative expenses45422311023133
Acquisition, divestiture and integration expenses————8484
Other operating (income) expense, net(7)3(3)(7)3(4)
Segment Earnings (Loss) from Operations$312$180$68$560$(122)$438
Interest expense138
Other nonoperating income, net(13)
Consolidated earnings from continuing operations before income tax expense$313
(in millions) · East Group · West Group · Specialties · Total Reportable Segments · Corporate · Total
Segment Revenues$943$772$131$1,846$—$1,846
Less:
Labor and benefits expense9799172133216
Depreciation, depletion and amortization expense805481421143
Energy expense37321079—79
Other costs of revenues289338516784682
External freight expense1653911115—115
Selling, general and administrative expenses433488525110
Acquisition, divestiture and integration expenses————55
Other operating income, net(3)——(3)(6)(9)
Segment Earnings (Loss) from Operations$335$176$26$537$(32)$505
Interest expense59
Other nonoperating income, net(4)
Consolidated earnings from continuing operations before income tax expense$450
Form 10-Q23
(in millions) · East Group · West Group · Specialties · Total Reportable Segments · Corporate · Total
Segment Revenues$2,827$2,195$656$5,678$—$5,678
Less:
Labor and benefits expense28033383696(2)694
Depreciation, depletion and amortization expense266245585693572
Energy expense13712552314—314
Other costs of revenues9691,0112162,196242,220
External freight expense121614165422—422
Selling, general and administrative expenses1341174129290382
Acquisition, divestiture and integration expenses————107107
Other operating (income) expense, net(12)5(3)(10)5(5)
Segment Earnings (Loss) from Operations$837$218$144$1,199$(227)$972
Interest expense254
Other nonoperating income, net(33)
Consolidated earnings from continuing operations before income tax expense$751
(in millions) · East Group · West Group · Specialties · Total Reportable Segments · Corporate · Total
Segment Revenues$2,578$1,730$309$4,617$—$4,617
Less:
Labor and benefits expense271270385793582
Depreciation, depletion and amortization expense237153174072409
Energy expense1038427214—214
Other costs of revenues797801911,689131,702
External freight expense11718928288—288
Selling, general and administrative expenses1261071825189340
Acquisition, divestiture and integration expenses————99
Other operating income, net(1)——(1)(22)(23)
Segment Earnings (Loss) from Operations$874$226$90$1,190$(94)$1,096
Interest expense172
Other nonoperating income, net(23)
Consolidated earnings from continuing operations before income tax expense$947

1 External freight expense is a pass-through for East and West Groups

Form 10-Q24

Assets employed by segment include assets directly identified with those operations, including assets held for sale. Corporate assets consist primarily of cash, cash equivalents and restricted cash; property, plant and equipment used in 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 were predominantly included in the East Group. The decrease in assets employed in the East Group as of September 30, 2026 reflects the February 2026 divestiture of the Company's Texas cement and ready mixed concrete assets and is partially offset by the assets acquired in the QUIKRETE transaction (see Note B) located within the Company's East Division. The increase in assets employed in the West Group as of September 30, 2026 is primarily due to assets acquired in the QUIKRETE transaction located within the Company's Central and West divisions, as well as the NFM acquisition. The increase in assets employed in Specialties as of September 30, 2026 is due to the assets acquired in the LNA transaction (see Note B).

September 30,December 31,
(in millions)20262025
Assets employed
East Group$10,613$10,880
West Group8,8145,875
Specialties16,497883
Total reportable segments35,92417,638
Corporate1,1611,073
Total$37,085$18,711

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

Nine Months Ended
September 30,
(in millions)20262025
Total property additions, including the impact of acquisitions
East Group$948$309
West Group2,569171
Specialties4,761365
Total reportable segments8,278845
Corporate1018
Total$8,288$863
Nine Months Ended
September 30,
(in millions)20262025
Property additions through business combinations
East Group$751$2
West Group2,464—
Specialties4,725337
Total reportable segments7,940339
Corporate——
Total$7,940$339
Form 10-Q25

NOTE K: 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 Company's other building materials product line, namely, asphalt and paving operations and ready mixed concrete.

Three Months Ended · Nine Months Ended
September 30,September 30,
(in millions)2026202520262025
Revenues
Building Materials business:
Aggregates$1,662$1,458$4,337$3,780
Other Building Materials399351819744
Less: interproduct revenues(54)(94)(134)(216)
Total Building Materials business2,0071,7155,0224,308
Specialties362131656309
Total$2,369$1,846$5,678$4,617
Gross profit (loss)
Building Materials business:
Aggregates$512$531$1,217$1,257
Other Building Materials63548275
Total Building Materials business5755851,2991,332
Specialties8834182108
Corporate(12)(8)(25)(18)
Total$651$611$1,456$1,422

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, with performance periods generally ranging fromone day totwo years. Customer payments for the paving operations are generally based on contractual billing schedules and may, in certain circumstances, be contingent upon receipt of payment by the customer.

Future revenues from unsatisfied performance obligations at September 30, 2026 and 2025 were $219 million and $225 million, respectively, and the remaining periods to complete these obligations ranged fromone month to 49 months andone month to 27 months, respectively.

Service Revenues

Service revenues were $123 million and $130 million for thethree months ended September 30, 2026 and 2025, respectively, and reported in the West Group. Service revenues for the nine months ended September 30, 2026 and 2025 were $249 million and $267 million, respe ctively. Service revenues include paving operations in Colorado and British Columbia. The British Columbia paving operations were acquired on February 23, 2026. For 2025, service revenues also included the Company's California paving operations through its April 2025 divestiture date.

Form 10-Q26

NOTE L: SUPPLEMENTAL CASH FLOW INFORMATION

Noncash investing and financing activities are as follows:

Nine Months Ended
September 30,
(in millions)20262025
Common stock consideration for acquisitions$5,907$—
Acquisition of assets through asset exchange$2,725$—
Accrued liabilities for purchases of property, plant and equipment$42$57
Right-of-use assets obtained in exchange for new operating lease liabilities$93$59
Right-of-use assets obtained in exchange for new finance lease liabilities$105$66
Remeasurement of finance lease right-of-use assets$—$50
Remeasurement of operating lease right-of-use assets$8$(1)

Right-of-use assets obtained in exchange for new operating lease liabilities for the nine months ended September 30, 2026 include $53 million of operating leases assumed in connection with acquired operations. Right-of-use assets obtained in exchange for new finance lease liabilities for the nine months ended September 30, 2026 include $74 million of finance leases assumed in connection with acquired operations.

Supplemental disclosures of cash flow information are as follows:

Nine Months Ended
September 30,
(in millions)20262025
Cash paid for interest, net of capitalized amount$155$149
Cash paid for income taxes, net of refunds$428$162
Form 10-Q27
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