Legal and Administrative Proceedings

EXHIBIT 31.01

EXHIBIT 32.01

EXHIBIT 32.02

EXHIBIT 95

Organization

Basis of Presentation and Use of Estimates

Restricted Cash

Consolidated Comprehensive Earnings and Accumulated Other Comprehensive Loss

Earnings per Common Share

New Accounting Pronouncements

Reclassifications

Business Combinations (2025)

Business Combinations (2024)

Divestitures

Discontinued Operations

Assets and Liabilities Held for Sale

Letters of Credit

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-12744

MARTIN MARIETTA MATERIALS, INC.

(Exact Name of Registrant as Specified in its Charter)


North Carolina	56-1848578
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4123 Parklake Avenue, Raleigh, NC	27612
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (919) 781-4550

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Common Stock (Par Value $0.01)

     MLM

     The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date.


Class		Outstanding as of October 31, 2025
Common Stock, $0.01 par value		60,307,143

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025


	Page
Part I. Financial Information:

Item 1. Financial Statements

Consolidated Balance Sheets – September 30, 2025 and December 31, 2024		3

Consolidated Statements of Earnings and Comprehensive Earnings – Three and Nine Months Ended September 30, 2025 and 2024		4

Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2025 and 2024		5

Consolidated Statements of Total Equity – Three and Nine Months Ended September 30, 2025 and 2024		6

Notes to Consolidated Financial Statements		7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		27

Item 3. Quantitative and Qualitative Disclosures About Market Risk		40

Item 4. Controls and Procedures		40

Part II. Other Information:

Item 1. Legal Proceedings		41

Item 1A. Risk Factors		41

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		41

Item 4. Mine Safety Disclosures		41

Item 5. Other Information		41

Item 6. Exhibits		42

Signatures		43

Page 2 of 33

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

(UNAUDITED) CONSOLIDATED BALANCE SHEETS


	September 30,			December 31,
	2025			2024
	(In Millions, Except Share and Par Value Data)
ASSETS
Current Assets:
Cash and cash equivalents	$	57		$	670
Restricted cash		13			—
Accounts receivable, net		984			678
Inventories, net		1,034			1,115
Current assets held for sale		1,224			8
Other current assets		111			71
Total Current Assets		3,423			2,542

Property, plant and equipment		14,980			15,086
Allowances for depreciation, depletion and amortization		(4,916	)		(4,977	)
Net property, plant and equipment		10,064			10,109
Goodwill		3,607			3,767
Other intangibles, net		462			730
Operating lease right-of-use assets, net		367			376
Other noncurrent assets		730			646
Total Assets	$	18,653		$	18,170

LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable	$	349		$	375
Accrued salaries, benefits and payroll taxes		88			73
Accrued income taxes		1			102
Accrued other taxes		66			50
Accrued interest		63			45
Current maturities of long-term debt		230			125
Current operating lease liabilities		61			56
Current liabilities held for sale		40			—
Accrued investments in limited liability companies		125			44
Other current liabilities		131			146
Total Current Liabilities		1,154			1,016

Long-term debt		5,292			5,288
Deferred income taxes, net		1,250			1,169
Noncurrent operating lease liabilities		320			335
Noncurrent asset retirement obligations		332			423
Other noncurrent liabilities		567			483
Total Liabilities		8,915			8,714

Commitments and contingent liabilities - Note 9		—			—

Equity:
Common stock, par value $0.01 per share (60,307,143 shares and 61,126,646 shares outstanding at September 30, 2025 and December 31, 2024, respectively)		1			1
Preferred stock, par value $0.01 per share		—			—
Additional paid-in capital		3,567			3,550
Accumulated other comprehensive loss		(5	)		(13	)
Retained earnings		6,172			5,915
Total Shareholders' Equity		9,735			9,453
Noncontrolling interests		3			3
Total Equity		9,738			9,456
Total Liabilities and Equity	$	18,653		$	18,170

See accompanying notes to the consolidated financial statements.

Page 3 of 33

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

(UNAUDITED) CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE EARNINGS


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
	(In Millions, Except Per Share Data)
Revenues	$	1,846		$	1,642		$	4,617		$	4,250
Cost of revenues		1,235			1,129			3,195			3,039

Gross Profit		611			513			1,422			1,211

Selling, general and administrative expenses		110			101			340			328
Acquisition, divestiture and integration expenses		5			3			9			44
Other operating (income) expense, net		(9	)		3			(23	)		(1,301	)
Earnings from Operations		505			406			1,096			2,140

Interest expense		59			38			172			118
Other nonoperating income, net		(4	)		(6	)		(23	)		(51	)
Earnings from continuing operations before income tax expense		450			374			947			2,073
Income tax expense		89			77			190			504
Earnings from continuing operations		361			297			757			1,569
Earnings from discontinued operations, net of income tax expense		53			66			101			133
Consolidated net earnings		414			363			858			1,702
Less: Net earnings attributable to noncontrolling interests		—			—			—			1
Net Earnings Attributable to Martin Marietta	$	414		$	363		$	858		$	1,701

Consolidated Comprehensive Earnings (See Note 1):
Consolidated comprehensive earnings attributable to Martin Marietta	$	418		$	365		$	866		$	1,704
Comprehensive earnings attributable to noncontrolling interests		—			—			—			1
	$	418		$	365		$	866		$	1,705
Net Earnings Attributable to Martin Marietta
Per Common Share:
Basic from continuing operations attributable to common shareholders	$	5.98		$	4.86		$	12.51		$	25.52
Basic from discontinued operations attributable to common shareholders		0.88			1.07			1.67			2.16
Total basic attributable to common shareholders	$	6.86		$	5.93		$	14.18		$	27.68

Diluted from continuing operations attributable to common shareholders	$	5.97		$	4.84		$	12.49		$	25.44
Diluted from discontinued operations attributable to common shareholders		0.88			1.07			1.66			2.16
Total diluted attributable to common shareholders	$	6.85		$	5.91		$	14.15		$	27.60

Weighted-Average Common Shares Outstanding:
Basic		60.3			61.1			60.5			61.5
Diluted		60.4			61.3			60.6			61.6

See accompanying notes to the consolidated financial statements.

Page 4 of 33

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

(UNAUDITED) CONSOLIDATED STATEMENTS OF CASH FLOWS


	Nine Months Ended
	September 30,
	2025			2024
	(Dollars in Millions)
Cash Flows from Operating Activities:
Consolidated net earnings	$	858		$	1,702
Adjustments to reconcile consolidated net earnings to net cash provided by operating activities:
Depreciation, depletion and amortization		480			424
Stock-based compensation expense		42			48
Gain on divestitures and sales of assets		(24	)		(1,341	)
Deferred income taxes, net		75			(79	)
Noncash asset and portfolio rationalization charge		—			50
Other items, net		(7	)		(9	)
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
Accounts receivable, net		(309	)		(153	)
Inventories, net		10			(48	)
Accounts payable		64			55
Other assets and liabilities, net		(33	)		124
Net Cash Provided by Operating Activities		1,156			773

Cash Flows from Investing Activities:
Additions to property, plant and equipment		(602	)		(622	)
Acquisitions, net of cash acquired		(577	)		(2,538	)
Proceeds from divestitures and sales of assets		29			2,128
Investments in limited liability company		(54	)		—
Other investing activities, net		(9	)		(32	)
Net Cash Used for Investing Activities		(1,213	)		(1,064	)

Cash Flows from Financing Activities:
Proceeds from borrowings		510			490
Repayments of debt		(405	)		(795	)
Payments on finance lease obligations		(17	)		(14	)
Dividends paid		(147	)		(141	)
Repurchases of common stock		(450	)		(450	)
Shares withheld for employees’ income tax obligations		(29	)		(28	)
Other financing activities, net		(5	)		(1	)
Net Cash Used for Financing Activities		(543	)		(939	)
Net Decrease in Cash, Cash Equivalents and Restricted Cash		(600	)		(1,230	)
Cash, Cash Equivalents and Restricted Cash, beginning of period		670			1,282
Cash, Cash Equivalents and Restricted Cash, end of period	$	70		$	52

See accompanying notes to the consolidated financial statements.

Page 5 of 33

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

(UNAUDITED) CONSOLIDATED STATEMENTS OF TOTAL EQUITY


(In Millions, Except Share and Per Share Data)	Shares of Common Stock			Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Retained Earnings			Total Shareholders' Equity			Noncontrolling Interests		Total Equity
Balance at June 30, 2025		60,305,739		$	1	$	3,562		$	(9	)	$	5,809		$	9,363		$	3	$	9,366
Consolidated net earnings		—			—		—			—			414			414			—		414
Other comprehensive earnings, net of tax		—			—		—			4			—			4			—		4
Dividends declared ($0.83 per common share)		—			—		—			—			(51	)		(51	)		—		(51	)
Issuances of common stock for stock award plans		1,404			—		—			—			—			—			—		—
Stock-based compensation expense		—			—		5			—			—			5			—		5
Balance at September 30, 2025		60,307,143		$	1	$	3,567		$	(5	)	$	6,172		$	9,735		$	3	$	9,738

Balance at December 31, 2024		61,126,646		$	1	$	3,550		$	(13	)	$	5,915		$	9,453		$	3	$	9,456
Consolidated net earnings		—			—		—			—			858			858			—		858
Other comprehensive earnings, net of tax		—			—		—			8			—			8			—		8
Dividends declared ($2.41 per common share)		—			—		—			—			(147	)		(147	)		—		(147	)
Issuances of common stock for stock award plans		91,328			—		4			—			—			4			—		4
Shares withheld for employees' income tax obligations		—			—		(29	)		—			—			(29	)		—		(29	)
Repurchases of common stock		(910,831	)		—		—			—			(454	)		(454	)		—		(454	)
Stock-based compensation expense		—			—		42			—			—			42			—		42
Balance at September 30, 2025		60,307,143		$	1	$	3,567		$	(5	)	$	6,172		$	9,735		$	3	$	9,738


(In Millions, Except Share and Per Share Data)	Shares of Common Stock			Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Retained Earnings			Total Shareholders' Equity			Noncontrolling Interests			Total Equity
Balance at June 30, 2024		61,117,053		$	1	$	3,529		$	(48	)	$	5,356		$	8,838		$	2		$	8,840
Consolidated net earnings		—			—		—			—			363			363			—			363
Other comprehensive earnings, net of tax		—			—		—			2			—			2			—			2
Dividends declared ($0.79 per common share)		—			—		—			—			(49	)		(49	)		—			(49	)
Issuances of common stock for stock award plans		1,004			—		—			—			—			—			—			—
Stock-based compensation expense		—			—		15			—			—			15			—			15
Balance at September 30, 2024		61,118,057		$	1	$	3,544		$	(46	)	$	5,670		$	9,169		$	2		$	9,171

Balance at December 31, 2023		61,821,421		$	1	$	3,519		$	(49	)	$	4,563		$	8,034		$	2		$	8,036
Consolidated net earnings		—			—		—			—			1,701			1,701			1			1,702
Other comprehensive earnings, net of tax		—			—		—			3			—			3			—			3
Dividends declared ($2.27 per common share)		—			—		—			—			(140	)		(140	)		—			(140	)
Issuances of common stock for stock award plans		82,394			—		5			—			—			5			—			5
Shares withheld for employees' income tax obligations		—			—		(28	)		—			—			(28	)		—			(28	)
Repurchases of common stock		(785,758	)		—		—			—			(454	)		(454	)		—			(454	)
Stock-based compensation expense		—			—		48			—			—			48			—			48
Distributions to owners of noncontrolling interest		—			—		—			—			—			—			(1	)		(1	)
Balance at September 30, 2024		61,118,057		$	1	$	3,544		$	(46	)	$	5,670		$	9,169		$	2		$	9,171

See accompanying notes to the consolidated financial statements.

Page 6 of 33

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Significant Accounting Policies

Martin Marietta Materials, Inc. (the Company or Martin Marietta) is a natural resource-based building materials company. As of September 30, 2025, the Company supplies aggregates (crushed stone, sand and gravel) through its network of approximately 390 quarries, mines and distribution yards in 28 states, Canada and The Bahamas. Martin Marietta also provides other building materials, namely, cement, ready mixed concrete, asphalt and paving services, in vertically-integrated structured markets where the Company also has a leading aggregates position. The Company's Midlothian cement plant, related cement terminals and Texas ready mixed concrete plants are classified as assets held for sale as of September 30, 2025, and their associated financial results are reported as discontinued operations for all periods presented (see Note 2).

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.

The Company’s Building Materials business includes two reportable segments: East Group and West Group.


BUILDING MATERIALS BUSINESS
Reportable Segments	East Group	West Group
Operating Locations	Alabama, Florida, Georgia, Indiana, Iowa, Kansas, Kentucky, Maryland, Minnesota, Missouri, Nebraska, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Virginia, West Virginia, Nova Scotia and The Bahamas	Arizona, Arkansas, California, Colorado, Louisiana, Oklahoma, Texas, Utah, Washington and Wyoming

Products and Services	Aggregates and Asphalt	Aggregates, Cement, Ready Mixed Concrete, Asphalt and Paving Services

The Company’s Specialties business (formerly known as the Magnesia Specialties business), which represents a separate reportable segment, has manufacturing facilities in Michigan, Ohio, Nevada, North Carolina, Indiana and Pennsylvania. The Specialties business produces high-purity magnesia-based products used in a wide range of environmental, industrial, agricultural and specialty applications, as well as dolomitic lime, which is primarily used as a fluxing agent in domestic steel production and as a key raw material in the Company's magnesia-based products. Dolomitic lime is also used in various other end use applications including soil stabilization.

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and in Article 10 of Regulation S-X. The Company has continued to follow the accounting policies set forth in the audited consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. 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

Page 7 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

and cash flows for the interim periods. The consolidated results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results expected for other interim periods or the full year. The consolidated balance sheet at December 31, 2024 has been derived from the audited consolidated financial statements at that date but does not include all of the information and notes required by U.S. 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, 2024.

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.

At September 30, 2025, the Company had restricted cash of $13 million. Of this amount, $9 million 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 from receipt of the proceeds from the sale of the exchanged assets. Any unused cash at the end of the 180 days is transferred to unrestricted accounts of the Company and used for general corporate purposes. The remaining $4 million represents a deposit held in a designated bank account to secure a letter of credit agreement. There was no restricted cash at December 31, 2024.

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,
	2025		2024
	(Dollars in Millions)
Cash and cash equivalents	$	57	$	670
Restricted cash		13		—
Total cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows	$	70	$	670

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

Page 8 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Consolidated comprehensive earnings attributable to Martin Marietta are as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
	(Dollars in Millions)
Net earnings attributable to Martin Marietta	$	414	$	363	$	858	$	1,701
Other comprehensive earnings, net of tax		4		2		8		3
Consolidated comprehensive earnings attributable to Martin Marietta	$	418	$	365	$	866	$	1,704

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

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


	(Dollars in Millions)
	Pension and Postretirement Benefit Plans			Foreign Currency			Accumulated Other Comprehensive Loss
	Three Months Ended September 30, 2025
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 tax		5			—			5
Other comprehensive earnings (loss), net of tax		5			(1	)		4
Balance at end of period	$	(2	)	$	(3	)	$	(5	)

	Three Months Ended September 30, 2024
Balance at beginning of period	$	(46	)	$	(2	)	$	(48	)
Amounts reclassified from accumulated other comprehensive loss, net of tax		2			—			2
Other comprehensive earnings, net of tax		2			—			2
Balance at end of period	$	(44	)	$	(2	)	$	(46	)

Page 9 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)


	(Dollars in Millions)
	Pension and Postretirement Benefit Plans			Foreign Currency			Accumulated Other Comprehensive Loss
	Nine Months Ended September 30, 2025
Balance at beginning of period	$	(9	)	$	(4	)	$	(13	)
Other comprehensive earnings before reclassifications, net of tax		—			1			1
Amounts reclassified from accumulated other comprehensive loss, net of tax		7			—			7
Other comprehensive earnings, net of tax		7			1			8
Balance at end of period	$	(2	)	$	(3	)	$	(5	)

	Nine Months Ended September 30, 2024
Balance at beginning of period	$	(48	)	$	(1	)	$	(49	)
Other comprehensive loss before reclassifications, net of tax		—			(1	)		(1	)
Amounts reclassified from accumulated other comprehensive loss, net of tax		4			—			4
Other comprehensive earnings (loss), net of tax		4			(1	)		3
Balance at end of period	$	(44	)	$	(2	)	$	(46	)

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


	Pension and Postretirement Benefit Plans
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
	(Dollars in Millions)
Balance at beginning of period	$	40		$	53		$	41		$	54
Tax effect of other comprehensive earnings		(1	)		(1	)		(2	)		(2	)
Balance at end of period	$	39		$	52		$	39		$	52

Page 10 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Reclassifications out of accumulated other comprehensive loss are as follows:


	Three Months Ended					Nine Months Ended						Affected line items in the consolidated
	September 30,					September 30,						statements of earnings
	2025			2024		2025			2024			and comprehensive earnings
	(Dollars in Millions)
Pension and postretirement benefit plans
Settlement charge	$	5		$	—	$	5		$	—
Amortization of:
Prior service cost		1			2		4			5
Actuarial loss		—			—		—			1
		6			2		9			6		Other nonoperating income, net
Tax effect		(1	)		—		(2	)		(2	)	Income tax expense
Total	$	5		$	2	$	7		$	4

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,
	2025		2024		2025		2024
	(In Millions)
Basic weighted-average common shares outstanding		60.3		61.1		60.5		61.5
Effect of dilutive employee and director awards		0.1		0.2		0.1		0.1
Diluted weighted-average common shares outstanding		60.4		61.3		60.6		61.6

Page 11 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU 2023-09 requires public entities to disclose, on an annual basis, a tabular tax rate reconciliation using both percentages and currency amounts, disaggregated into specified categories. Certain reconciling items are further disaggregated by nature and jurisdiction to the extent those items exceed a specified threshold. Additionally, all entities are required to disclose income taxes paid, net of refunds received, disaggregated by federal, state/local, and foreign taxes and by individual jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. The ASU also requires additional qualitative disclosures. ASU 2023-09 is effective prospectively for annual periods beginning after December 15, 2024, and early adoption and retrospective application are permitted. The ASU will impact the Company's income tax disclosures beginning with the financial statements included in the 2025 Annual Report on Form 10-K, but will have no impact on its results of operations, cash flows or financial condition.

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

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

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

Premier Magnesia, LLC. On July 25, 2025, the Company acquired Premier Magnesia, LLC (Premier), a privately-owned producer and distributor of magnesia-based products, using cash on hand and credit facility borrowings. Premier is the largest producer of natural magnesite and magnesium sulfate, or Epsom salt, in the United States, with facilities in Nevada, North Carolina, Indiana and Pennsylvania. This transaction expands the Company's product offerings to new and existing customers and enhances the Company's Specialties business. The Company has recorded preliminary fair values of the assets acquired and liabilities assumed, which are subject to additional reviews that are not yet complete. Thus, these amounts are subject to change during the measurement period, which extends no longer than one year from the consummation date, and remains open as of September 30, 2025. Specific accounts subject to ongoing purchase accounting adjustments, include, but are not limited to, property, plant and equipment; goodwill; and other liabilities. The goodwill generated by the transaction is deductible for income tax purposes. The acquisition is reported in the Company's Specialties reportable segment and is immaterial for other business combination disclosures, including pro-forma results of operations.

Page 12 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

QUIKRETE Holdings, Inc. On August 3, 2025, the Company entered into a definitive agreement with QUIKRETE Holdings, Inc. (QUIKRETE). Under the terms of the agreement, Martin Marietta would receive aggregates operations producing approximately 20 million tons annually in Virginia, Missouri, Kansas and Vancouver, British Columbia, as well as cash proceeds. In exchange, QUIKRETE would receive the Company’s Midlothian cement plant, related cement distribution terminals and certain Texas ready mixed concrete assets. The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions.

Revenues and pretax earnings attributable to operations acquired during the first nine months of 2024 (as subsequently described) included in the Company's consolidated statements of earnings and comprehensive earnings were $85 million and $13 million, respectively, for the three months ended September 30, 2024, and $182 million and $25 million, respectively, for the nine months ended September 30, 2024. The pretax earnings for the year-to-date period ended September 30, 2024 included a $20 million charge for the impact of selling acquired inventory after its markup to fair value as part of acquisition accounting for the Blue Water Industries LLC transaction.

Blue Water Industries LLC. On April 5, 2024, the Company completed the acquisition of 20 active aggregates operations in Alabama, South Carolina, South Florida, Tennessee, and Virginia from affiliates of Blue Water Industries LLC (BWI Southeast) for $2.05 billion in cash. The BWI Southeast acquisition complemented Martin Marietta’s existing geographic footprint in the southeast region by expanding into new growth platforms in target markets including Tennessee and South Florida. The results from the acquired operations are reported in the Company's East Group.

The Company determined the acquisition-date fair values of assets acquired and liabilities assumed. The measurement period is closed. The goodwill generated by the transaction is not deductible for income tax purposes.

The following is a summary of the values of the assets acquired and liabilities assumed as of April 5, 2024 (dollars in millions):


Assets:
Inventories	$	47
Property, plant and equipment 1		2,052
Intangible assets, other than goodwill		19
Other assets		2
Total assets		2,120
Liabilities:
Deferred income taxes		234
Asset retirement obligations		3
Other liabilities		95
Total liabilities		332
Net identifiable assets acquired		1,788
Goodwill		262
Total consideration	$	2,050

1 Includes mineral reserves of $1.9 billion.

Page 13 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

The following unaudited pro forma financial information summarizes the combined results of operations for the Company and BWI Southeast as though the companies were combined as of January 1, 2023 and does not purport to project the future financial position or operating results of the combined company. The following pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place as of January 1, 2023:


	Three Months Ended		Nine Months Ended
	September 30, 2024
	(Dollars in Millions)
Revenues	$	1,889	$	4,957
Net earnings from continuing operations attributable to Martin Marietta	$	363	$	1,733

Albert Frei & Sons, Inc. On January 12, 2024, the Company acquired Albert Frei & Sons, Inc., a leading aggregates producer in Colorado. This acquisition provided more than 60 years of high-quality, hard rock reserves to better serve new and existing customers and enhances the Company's aggregates platform in the Denver metropolitan area. As of December 31, 2024, the measurement period was closed. The goodwill generated by the transaction is not deductible for income tax purposes. The acquisition is reported in the Company's West Group and is immaterial for other business combination disclosures, including pro-forma results of operations.

Youngquist Brothers Rock, LLC. On October 25, 2024, the Company completed the acquisition of Youngquist Brothers Rock, LLC (YBR), a leading aggregates supplier in the Fort Myers, Florida area. This acquisition allows the Company to serve new and existing customers and enhances the Company's aggregates platform in South Florida. As of September 30, 2025, the measurement period was closed. The goodwill generated by the transaction is deductible for income tax purposes. The acquisition is reported in the Company's East Group and is immaterial for other business combination disclosures, including pro-forma results of operations.

R.E. Janes Gravel Co. On December 13, 2024, the Company acquired R.E. Janes Gravel Co. (RE Janes), an aggregates bolt-on in Texas. The Company has recorded preliminary fair values of the assets acquired and liabilities assumed, which are subject to additional reviews that are not yet complete. Thus, these amounts are subject to change during the measurement period, which extends no longer than one year from the consummation date, and remains open as of September 30, 2025. Specific accounts subject to ongoing purchase accounting adjustments, include, but are not limited to, property, plant and equipment; goodwill; and other liabilities. The goodwill generated by the transaction is deductible for income tax purposes. The acquisition is reported in the Company's West Group and is immaterial for other business combination disclosures, including pro-forma results of operations.

On February 9, 2024, the Company completed the sale of its South Texas cement business and certain of its related ready mixed concrete operations to CRH Americas Materials, Inc., a subsidiary of CRH plc, for $2.1 billion in cash plus normal customary closing adjustments. Specifically, the divested facilities included the Hunter cement plant in New Braunfels, Texas, related cement distribution terminals and 20 ready mixed concrete plants that served the Austin and San Antonio region. The divestiture provided proceeds the Company used to consummate the BWI Southeast acquisition. The transaction resulted in a pretax gain of $1.3 billion, which is included in Other operating (income) expense, net, on the Company's consolidated statement of earnings and comprehensive earnings for the nine months ended September 30, 2024 and is exclusive of transaction expenses incurred due to the divestiture. The historical

Page 14 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

financial results of the divested operations and the gain on divestiture were reported in continuing operations for the West Group.

In connection with the QUIKRETE asset exchange, the Company's Midlothian cement plant, related cement distribution terminals and Texas ready mixed concrete plants, which are part of the West Group, have been classified as assets held for sale on the consolidated balance sheet as of September 30, 2025 and their associated financial results are reported as discontinued operations on the consolidated statements of earnings and comprehensive earnings for all periods presented.

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
	(Dollars in Millions)
Revenues	$	242	$	247	$	634	$	655
Cost of revenues		166		161		490		478
Gross profit	$	76	$	86	$	144	$	177

Pretax earnings	$	68	$	84	$	130	$	170
Income tax expense		15		18		29		37
Earnings from discontinued operations, net of income tax expense	$	53	$	66	$	101	$	133

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


	Nine Months Ended
	September 30,
	2025			2024
	(Dollars in Millions)
Net cash provided by operating activities	$	120		$	167

Additions to property, plant and equipment	$	(74	)	$	(88	)
Proceeds from divestitures and sales of assets		1			5
Net cash used for investing activities	$	(73	)	$	(83	)

Assets and liabilities held for sale at September 30, 2025 included the Company's Midlothian cement plant, related cement distribution terminals and Texas ready mixed concrete plants and certain nonoperating land. At December 31, 2024, assets and liabilities held for sale included certain nonoperating land.

Page 15 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Assets and liabilities held for sale are as follows:


	September 30, 2025						December 31, 2024
	Continuing Operations		Discontinued Operations		Total		Continuing Operations
	(Dollars in Millions)
Inventories, net	$	—	$	96	$	96	$	—
Investment land		11		—		11		8
Property, plant and equipment		—		480		480		—
Goodwill		—		374		374		—
Intangible assets, excluding goodwill		—		249		249		—
Operating lease right-of-use assets		—		12		12		—
Other assets		—		2		2		—
Total current assets held for sale	$	11	$	1,213	$	1,224	$	8

Lease obligations	$	—	$	26	$	26	$	—
Asset retirement obligations		—		3		3		—
Other liabilities		—		11		11		—
Total current liabilities held for sale	$	—	$	40	$	40	$	—

Goodwill

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


	East			West
	Group			Group			Specialties		Total
	(Dollars in Millions)
Balance at January 1, 2025	$	1,031		$	2,736		$	—	$	3,767
Acquisitions		—			—			207		207
Adjustments to purchase price allocations		(1	)		8			—		7
Goodwill reclassified to assets held for sale		—			(374	)		—		(374	)
Balance at September 30, 2025	$	1,030		$	2,370		$	207	$	3,607

Page 16 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Inventories, Net


	September 30,			December 31,
	2025			2024
	(Dollars in Millions)
Finished products	$	1,357		$	1,327
Products in process		17			24
Raw materials		44			65
Supplies and expendable parts		122			162
Total inventories		1,540			1,578
Less: allowances		(506	)		(463	)
Inventories, net	$	1,034		$	1,115

Debt


	September 30,			December 31,
	2025			2024
	(Dollars in Millions)
7% Debentures, due 2025	$	125		$	125
3.450% Senior Notes, due 2027		299			299
3.500% Senior Notes, due 2027		493			493
2.500% Senior Notes, due 2030		473			472
2.400% Senior Notes, due 2031		891			890
5.150% Senior Notes, due 2034		738			738
6.25% Senior Notes, due 2037		229			228
4.250% Senior Notes, due 2047		591			591
3.200% Senior Notes, due 2051		851			851
5.500% Senior Notes, due 2054		727			726
Trade Receivable Facility, interest rate of 4.98% at September 30, 2025		105			—
Total debt		5,522			5,413
Less: current maturities		(230	)		(125	)
Long-term debt	$	5,292		$	5,288

The Company has a credit agreement with JPMorgan Chase Bank, N.A., as Administrative Agent, Deutsche Bank Securities, Inc., PNC Bank, Truist Bank and Wells Fargo Bank, N.A., as Syndication Agents, and the lenders party thereto (the Credit Agreement), which provides for an $800 million five-year senior unsecured revolving facility (the Revolving Facility) with a maturity date of December 21, 2029. Borrowings under the Revolving Facility bear interest, at the Company’s option, at rates based upon the Secured Overnight Financing Rate (SOFR) or a base rate, plus, for each rate, a margin determined in accordance with a ratings-based pricing grid. Any outstanding principal amounts, together with interest accrued thereon, are due in full on that maturity date. There were no borrowings outstanding under the Revolving Facility as of September 30, 2025 and December 31, 2024. 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, 2025 and December 31, 2024, the Company had $3 million of outstanding letters of credit issued under the Revolving Facility.

Page 17 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

The Credit Agreement requires the Company’s ratio of consolidated net debt-to-consolidated earnings before interest, taxes, depreciation, depletion and amortization (EBITDA), as defined, for the trailing-twelve months (the Ratio) to not exceed 3.50x as of the end of any fiscal quarter, provided that the Company may exclude from the Ratio any debt incurred in connection with certain acquisitions during the quarter or three preceding quarters so long as the Ratio calculated without such exclusion does not exceed 4.00x. Additionally, if no amounts are outstanding under the Revolving Facility or the Company's trade receivable securitization facility (discussed below), consolidated debt, as defined, which includes debt for which the Company is a guarantor, shall be reduced in an amount equal to the lesser of $500 million or the sum of the Company’s unrestricted cash and temporary investments, for purposes of the covenant calculation. The Company was in compliance with the Ratio at September 30, 2025.

The Company, through a wholly-owned special-purpose subsidiary, has a $400 million trade receivable securitization facility (the Trade Receivable Facility). On September 16, 2025, the Company extended the maturity to September 16, 2026. The Trade Receivable Facility, with Truist Bank, Regions Bank, First Citizens Bank & Trust Company, and certain other lenders that may become a party to the facility from time to time, is backed by eligible trade receivables, as defined. Borrowings are limited to the lesser of the facility limit or the borrowing base, as defined. These receivables are originated by the Company and then sold or contributed to the wholly-owned, special-purpose subsidiary. The Company continues to be responsible for the servicing and administration of the receivables purchased by the wholly-owned, special-purpose subsidiary. Borrowings under the Trade Receivable Facility bear interest at a rate equal to the Adjusted Term Secured Overnight Financing Rate (Adjusted Term SOFR), as defined, plus 0.7%. The Trade Receivable Facility contains a cross-default provision to the Company’s other debt agreements. Subject to certain conditions, including lenders providing the requisite commitments, the Trade Receivable Facility may be increased to a borrowing base not to exceed $600 million.

Financial Instruments

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

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

Restricted cash at September 30, 2025 is held in a trust account with a third-party intermediary. Due to the short-term nature of this account, the carrying value of restricted cash approximates its fair value.

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

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

The carrying value and fair value of the Company’s debt were $5.5 billion and $5.1 billion, respectively, at September 30, 2025 and $5.4 billion and $4.8 billion, respectively, at December 31, 2024. Due to its short-term nature, the carrying value of Trade Receivable Facility borrowings approximates its fair value. The estimated fair value of the Company’s publicly-registered long-term debt was estimated based on Level 1 of the fair value hierarchy using quoted market prices.

Page 18 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Income Taxes

The Company's effective income tax rate reflects the effect of federal and state income taxes on earnings and the impact of differences in book and tax accounting arising primarily from the permanent tax benefits associated with the statutory depletion deduction for mineral reserves. The effective income tax rates for continuing operations were 20.0% and 24.3% for the nine months ended September 30, 2025 and 2024, respectively. The higher 2024 effective income tax rate versus 2025 was driven by the impact of the February 2024 divestiture of the South Texas cement business and certain related ready mixed concrete operations, which reflected the write off of certain nondeductible goodwill and was treated as a discrete tax event.

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, 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. The proportional amortization and related tax credits and benefits for the nine months ended September 30, 2024 were immaterial.

During the nine months ended September 30, 2025, the Company has committed to equity contributions of $134 million for tax equity investments related to RETC projects. Of this total commitment, $125 million is expected to be paid within the next twelve months and is recorded in Accrued investments in limited liability companies on the consolidated balance sheet.

The Internal Revenue Service provided certain disaster tax relief for North Carolina businesses affected by Hurricanes Debby and Helene, which allowed 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 obligation was paid on September 25, 2025.

On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (OBBBA) that, among other provisions, makes 100% bonus depreciation permanent, restores the ability to expense domestic research expenditures, and modifies the taxation of foreign earnings. The OBBBA is not expected to have a material impact on the Company’s annual estimated income tax rate, but results in a reclassification between current taxes payable and deferred tax liabilities which is reflected in the period ended September 30, 2025.

Pension Benefits

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
	(Dollars in Millions)
Service cost	$	9		$	10		$	27		$	29
Interest cost		15			14			44			41
Expected return on assets		(21	)		(20	)		(62	)		(59	)
Amortization of:
Prior service cost		1			2			4			5
Actuarial loss		—			—			1			1
Settlement charge		5			—			5			—
Net periodic benefit cost	$	9		$	6		$	19		$	17

Page 19 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

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

Commitments and Contingencies

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

In the normal course of business, the Company provides certain third parties with standby letter of credit agreements guaranteeing its payment for certain insurance claims, contract performance and permit requirements. At September 30, 2025, the Company was contingently liable for $37 million in letters of credit.

10.

Segments

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

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

The significant expense categories shown below align with the segment-level information regularly provided to the CODM. Other costs of revenues for each reportable segment mainly include 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.

Page 20 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Earnings from operations for the West Group for the nine months ended September 30, 2024 included a $1.3 billion gain and $16 million in transaction expenses on the divestiture of the South Texas cement business and certain of its related ready mixed concrete operations (see Note 2) and a noncash asset and portfolio rationalization charge of $50 million (see Note 13).

The following tables display selected financial data for the Company’s reportable segments. 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. Revenues and earnings (loss) from operations reflect continuing operations only. Income tax expense is not allocated to the Company's reportable segments.


	Three Months Ended September 30, 2025
	(Dollars in Millions)
	East Group			West Group			Specialties		Total Reportable Segments			Corporate			Total
Segment Revenues	$	953		$	762		$	131	$	1,846		$	—		$	1,846
Less:
Labor and benefits expense		114			82			17		213			3			216
Raw materials expense		42			49			8		99			—			99
Depreciation, depletion and amortization expense		81			53			8		142			1			143
Energy expense		41			28			10		79			—			79
External freight expense		34			70			11		115			—			115
Other costs of revenues		271			265			43		579			4			583
Selling, general and administrative expenses		41			36			8		85			25			110
Acquisition, divestiture and integration expenses		—			—			—		—			5			5
Other operating income, net		(2	)		(1	)		—		(3	)		(6	)		(9	)
Segment Earnings (Loss) from Operations	$	331		$	180		$	26	$	537		$	(32	)	$	505
Interest expense																59
Other nonoperating income, net																(4	)
Consolidated earnings from continuing operations before income tax expense															$	450

Page 21 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)


	Three Months Ended September 30, 2024
	(Dollars in Millions)
	East Group		West Group			Specialties			Total Reportable Segments		Corporate			Total
Segment Revenues	$	849	$	711		$	82		$	1,642	$	—		$	1,642
Less:
Labor and benefits expense		104		77			9			190		2			192
Raw materials expense		48		67			5			120		—			120
Depreciation, depletion and amortization expense		75		48			3			126		1			127
Energy expense		41		27			8			76		—			76
External freight expense		30		58			8			96		—			96
Other costs of revenues		235		248			20			503		15			518
Selling, general and administrative expenses		34		32			5			71		30			101
Acquisition, divestiture and integration expenses		—		—			—			—		3			3
Other operating expense (income), net		10		(5	)		(2	)		3		—			3
Segment Earnings (Loss) from Operations	$	272	$	159		$	26		$	457	$	(51	)	$	406
Interest expense															38
Other nonoperating income, net															(6	)
Consolidated earnings from continuing operations before income tax expense														$	374


	Nine Months Ended September 30, 2025
	(Dollars in Millions)
	East Group			West Group		Specialties		Total Reportable Segments			Corporate			Total
Segment Revenues	$	2,419		$	1,889	$	309	$	4,617		$	—		$	4,617
Less:
Labor and benefits expense		314			227		38		579			3			582
Raw materials expense		65			97		17		179			—			179
Depreciation, depletion and amortization expense		233			157		17		407			2			409
Energy expense		110			77		27		214			—			214
External freight expense		85			175		28		288			—			288
Other costs of revenues		744			692		74		1,510			13			1,523
Selling, general and administrative expenses		123			110		18		251			89			340
Acquisition, divestiture and integration expenses		—			—		—		—			9			9
Other operating (income) expense, net		(4	)		3		—		(1	)		(22	)		(23	)
Segment Earnings (Loss) from Operations	$	749		$	351	$	90	$	1,190		$	(94	)	$	1,096
Interest expense															172
Other nonoperating income, net															(23	)
Consolidated earnings from continuing operations before income tax expense														$	947

Page 22 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)


	Nine Months Ended September 30, 2024
	(Dollars in Millions)
	East Group		West Group			Specialties			Total Reportable Segments			Corporate			Total
Segment Revenues	$	2,198	$	1,809		$	243		$	4,250		$	—		$	4,250
Less:
Labor and benefits expense		295		226			29			550			2			552
Raw materials expense		72		143			14			229			—			229
Depreciation, depletion and amortization expense		189		143			11			343			2			345
Energy expense		111		80			24			215			—			215
External freight expense		82		156			24			262			—			262
Other costs of revenues		689		660			57			1,406			30			1,436
Selling, general and administrative expenses		103		102			15			220			108			328
Acquisition, divestiture and integration expenses		—		16			—			16			28			44
Other operating expense (income), net		7		(1,277	)		(4	)		(1,274	)		(27	)		(1,301	)
Segment Earnings (Loss) from Operations	$	650	$	1,560		$	73		$	2,283		$	(143	)	$	2,140
Interest expense																118
Other nonoperating income, net																(51	)
Consolidated earnings from continuing operations before income tax expense															$	2,073

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


	September 30,		December 31,
	2025		2024
Assets employed:	(Dollars in Millions)
East Group	$	8,738	$	8,452
West Group		8,034		7,941
Specialties		902		269
Total reportable segments		17,674		16,662
Corporate		979		1,508
Total	$	18,653	$	18,170

Page 23 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

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


	Nine Months Ended
	September 30,
	2025		2024
Total property additions, including the impact of acquisitions:	(Dollars in Millions)
East Group	$	307	$	2,219
West Group		173		683
Specialties		365		24
Total reportable segments		845		2,926
Corporate		18		12
Total	$	863	$	2,938


	Nine Months Ended
	September 30,
	2025		2024
Property additions through business combinations:	(Dollars in Millions)
East Group	$	—	$	2,052
West Group		2		472
Specialties		337		—
Total reportable segments		339		2,524
Corporate		—		—
Total	$	339	$	2,524

11.

Revenues and Gross Profit

The following tables, which are reconciled to consolidated amounts and reflect continuing operations only, provide revenues and gross profit (loss) by line of business: Building Materials (further divided by product line) and Specialties. Effective September 30, 2025, the Company combined the cement and ready mixed concrete and the asphalt and paving services product lines (hereinafter, other building materials). The change was driven by the reduced significance of each of these product lines relative to consolidated revenues from continuing operations and consolidated income from continuing operating results as a result of the pending divestiture of the Company's Midlothian cement plant, related cement terminals and Texas ready mixed concrete plants (see Note 2) and associated reclassification of these revenues and income to discontinued operations for all periods presented. Interproduct revenues represent sales from the aggregates product line to the other building materials product line.

Page 24 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
	(Dollars in Millions)
Revenues:
Building Materials business:
Aggregates	$	1,458		$	1,250		$	3,780		$	3,377
Other Building Materials		351			392			744			814
Less: interproduct revenues		(94	)		(82	)		(216	)		(184	)
Total Building Materials business		1,715			1,560			4,308			4,007
Specialties		131			82			309			243
Total	$	1,846		$	1,642		$	4,617		$	4,250

Gross profit (loss):
Building Materials business:
Aggregates	$	531		$	438		$	1,257		$	1,069
Other Building Materials		54			64			75			92
Total Building Materials business		585			502			1,332			1,161
Specialties		34			29			108			84
Corporate		(8	)		(18	)		(18	)		(34	)
Total	$	611		$	513		$	1,422		$	1,211

The above information for 2024 has been reclassified to conform to the current-year presentation. For the three months ended September 30, 2024, the cement and ready mixed concrete product line reported revenues of $296 million and gross profit of $89 million (of which, $247 million and $86 million, respectively, are now classified as discontinued operations) and the asphalt and paving services product line reported revenues of $343 million and gross profit of $61 million. For the nine months ended September 30, 2024, the cement and ready mixed concrete product line reported revenues of $822 million and gross profit of $192 million (of which, $655 million and $177 million, respectively, are now classified as discontinued operations) and the asphalt and paving services product line reported revenues of $647 million and gross profit of $77 million.

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

Future revenues from unsatisfied performance obligations at September 30, 2025 and 2024 were $225 million and $322 million, respectively, where the remaining periods to complete these obligations ranged from one month to 27 months and one month to 21 months, respectively.

Page 25 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Service Revenues. Service revenues were $130 million and $164 million for the three months ended September 30, 2025 and 2024, respectively, and reported in the West Group. Service revenues for the nine months ended September 30, 2025 and 2024 were $267 million and $307 million, respectively. Service revenues include paving services in California through its April 2025 divestiture date and Colorado.

12.

Supplemental Cash Flow Information

Noncash investing and financing activities are as follows:


	Nine Months Ended
	September 30,
	2025			2024
	(Dollars in Millions)
Accrued liabilities for purchases of property, plant and equipment	$	57		$	45
Right-of-use assets obtained in exchange for new operating lease liabilities	$	59		$	53
Right-of-use assets obtained in exchange for new finance lease liabilities	$	66		$	14
Remeasurement of finance lease right-of-use assets	$	50		$	27
Remeasurement of operating lease right-of-use assets	$	(1	)	$	6

Supplemental disclosures of cash flow information are as follows:


	Nine Months Ended
	September 30,
	2025		2024
	(Dollars in Millions)
Cash paid for interest, net of capitalized amount	$	149	$	118
Cash paid for income taxes, net of refunds	$	162	$	385

13.

Other Operating (Expense) Income, Net

Other operating income, net, is comprised generally of gains and losses on divestitures and the sale of assets; asset and portfolio rationalization charges; recoveries and losses related to certain customer accounts receivable; recoveries and losses on the resolution of contingency accruals; rental, royalty and services income; and accretion expense and depreciation expense related to asset retirement obligations. For the nine months ended September 30, 2024, other operating income, net, included a $1.3 billion pretax gain on the divestiture of the South Texas cement business and certain of its related ready mixed concrete operations, which was partially offset by a $50 million pretax, noncash asset and portfolio rationalization charge.

The noncash asset and portfolio rationalization charge for the nine months ended September 30, 2024 relates to the Company's decision to discontinue usage of certain long-haul distribution facilities to transport aggregates products into Colorado as the Albert Frei & Sons, Inc. acquisition completed in January 2024 provides more economical, local aggregates supply. This charge, which is reported in the West Group, reflects the Company's evaluation of the recoverability of certain long-lived assets, including property, plant and equipment and operating lease right-of-use assets, for the cessation of these railroad operations.

Page 26 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

OVERVIEW

Martin Marietta Materials, Inc. (the Company or Martin Marietta) is a natural resource-based building materials company. As of September 30, 2025, the Company supplies aggregates (crushed stone, sand and gravel) through its network of approximately 390 quarries, mines and distribution yards in 28 states, Canada and The Bahamas. Martin Marietta also provides other building materials, namely, cement, ready mixed concrete, asphalt and paving services, in certain vertically-integrated structured markets where the Company has a leading aggregates position. The Company's Midlothian cement plant, related cement terminals and Texas ready mixed concrete plants are classified as assets held for sale as of September 30, 2025, and their associated financial results are reported as discontinued operations for all periods presented (see Note 2 to the unaudited consolidated financial statements).

The Company’s Building Materials business includes two reportable segments: East Group and West Group.


BUILDING MATERIALS BUSINESS
Reportable Segments	East Group	West Group
Operating Locations	Alabama, Florida, Georgia, Indiana, Iowa, Kansas, Kentucky, Maryland, Minnesota, Missouri, Nebraska, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Virginia, West Virginia, Nova Scotia and The Bahamas	Arizona, Arkansas, California, Colorado, Louisiana, Oklahoma, Texas, Utah, Washington and Wyoming

Products and Services	Aggregates and Asphalt	Aggregates, Cement, Ready Mixed Concrete, Asphalt and Paving Services

Facility Types	Quarries, Mines, Asphalt Plants and Distribution Facilities	Quarries, Cement Plant, Asphalt Plants, Ready Mixed Concrete Plants and Distribution Facilities

Modes of Transportation	Truck, Railcar, Ship and Barge	Truck and Railcar

The Building Materials business is significantly affected by weather patterns, seasonal changes and other climate-related conditions. Production and shipment levels for aggregates, cement, ready mixed concrete and asphalt materials correlate with general construction activity levels, most of which occur in the spring, summer and fall. Thus, production and shipment levels vary by quarter. Excessive rainfall, drought, wildfire and extreme hot and cold temperatures can also jeopardize production, shipments and profitability in all markets served by the Company. Due to the potentially significant impact of weather on the Company’s operations, current-period results are not necessarily indicative of expected performance for other interim periods or the full year.

Page 27 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

The Company's Specialties business (formerly known as the Magnesia Specialties business), which represents a separate reportable segment, has manufacturing facilities in Michigan, Ohio, Nevada, North Carolina, Indiana and Pennsylvania. The Specialties business produces high-purity magnesia-based products used in a wide range of environmental, industrial, agricultural and specialty applications, as well as dolomitic lime, which is primarily used as a fluxing agent in domestic steel production and as a key raw material in the Company's magnesia-based products. Dolomitic lime is also used in various other end use applications including soil stabilization.

CRITICAL ACCOUNTING POLICIES

The Company outlined its critical accounting policies in its Annual Report on Form 10-K for the year ended December 31, 2024. There were no changes to the Company’s critical accounting policies during the nine months ended September 30, 2025.

RESULTS OF OPERATIONS

All financial and operating results included in this section are for continuing operations and comparisons are versus the prior-year third quarter or prior year-to-date period, unless otherwise noted.

Quarter Ended September 30, 2025

The following tables present revenues and gross profit (loss) for the Company and its reportable segments by product line for the three months ended September 30, 2025 and 2024. Gross profit (loss) is also presented as a percentage of revenues of the Company, the relevant segment or the product line, as applicable.

Effective September 30, 2025, the Company combined the cement and ready mixed concrete and the asphalt and paving services product lines (hereinafter, other building materials). See Note 2 to the unaudited consolidated financial statements for further details on the reclassification.

Page 28 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)


	Three Months Ended September 30,
	2025			2024
	Amount			Amount
	(Dollars in Millions)
Revenues:
Building Materials business:
East Group
Aggregates	$	891		$	772
Other Building Materials		75			91
Less: Interproduct revenues		(13	)		(14	)
East Group Total		953			849
West Group
Aggregates		567			478
Other Building Materials		276			301
Less: Interproduct revenues		(81	)		(68	)
West Group Total		762			711
Total Building Materials business		1,715			1,560
Specialties		131			82
Total	$	1,846		$	1,642


	Three Months Ended September 30,
	2025				2024
	Amount			% of Revenues	Amount			% of Revenues
	(Dollars in Millions)
Gross profit (loss):
Building Materials business:
Aggregates	$	531		36%	$	438		35%
Other Building Materials		54		15%		64		17%
Total Building Materials business		585		34%		502		32%
Specialties		34		26%		29		35%
Corporate		(8	)			(18	)
Total	$	611		33%	$	513		31%

Building Materials Business

Third-quarter aggregates shipments increased 8.0% to 57.9 million tons, reflecting a broad volume recovery across the Company's footprint supported by more normalized weather throughout the Southeast and Texas and a comparable 2024 period negatively impacted by hurricane activity. Pricing momentum continued as average selling price (ASP) increased 8.0% to $23.24 per ton.

Aggregates gross profit increased 21% from the prior-year quarter to $531 million and gross margin expanded 142 basis points to 36%, as strong pricing gains and increased shipments more than offset cost increases.

Page 29 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

Other Building Materials revenues decreased 10% to $351 million while gross profit decreased 17% to $54 million due to reduced asphalt revenues, driven by lower shipments and pricing, as well as a decrease in paving revenues, reflecting the divestiture of the California paving operations in April 2025.

Aggregates End-Use Markets

Aggregates shipments to the infrastructure market increased 10% from large highway projects in Texas and the Southeast. The infrastructure market accounted for 39% of third-quarter aggregates shipments.

Aggregates shipments to the nonresidential market increased 13%, reflecting robust data center activity as well as an inflection in warehouse projects principally in Texas and the Southeast. The nonresidential market represented 35% of third-quarter aggregates shipments.

Aggregates shipments to the residential market decreased 3%, driven by continued general softness in single-family housing resulting from affordability headwinds. The residential market accounted for 21% of third-quarter aggregates shipments.

The ChemRock/Rail market accounted for the remaining 5% of third-quarter aggregates shipments.

Specialties Business

Specialties achieved third-quarter revenues of $131 million and gross profit increased 20% to $34 million. Performance was driven by strong organic performance, underscored by higher pricing, increased shipments across all product lines and effective cost management, as well as contributions from the Premier Magnesia, LLC acquisition as of its July 25, 2025 closing date. These results also reflect the $5 million headwind of selling acquired inventory after its markup to fair value as part of acquisition accounting.

Selling, General and Administrative Expenses

Consolidated SG&A for the third quarter of 2025 was 6.0% of revenues compared with 6.1% in the prior-year quarter.

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

Net earnings from continuing operations attributable to Martin Marietta were $361 million, or $5.97 per diluted share, in 2025 compared with $297 million, or $4.84 per diluted share, in 2024.

Discontinued Operations

The Company's Midlothian cement plant, related cement terminals and Texas ready mixed concrete plants are reported as discontinued operations. The collective businesses generated earnings, net of income tax expense, of $53 million, or $0.88 per diluted share, in 2025 compared with $66 million, or $1.07 per diluted share, in 2024.

Page 30 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

Nine Months Ended September 30, 2025

The following tables present revenues and gross profit (loss) for the Company and its reportable segments by product line for continuing operations for the nine months ended September 30, 2025 and 2024. Gross profit (loss) is also presented as a percentage of revenues of the Company or the relevant segment or product line, as applicable.


	Nine Months Ended September 30,
	2025			2024
	Amount			Amount
	(Dollars in Millions)
Revenues:
Building Materials business:
East Group
Aggregates	$	2,325		$	2,084
Other Building Materials		115			137
Less: Interproduct revenues		(21	)		(23	)
East Group Total		2,419			2,198
West Group
Aggregates		1,455			1,293
Other Building Materials		629			677
Less: Interproduct revenues		(195	)		(161	)
West Group Total		1,889			1,809
Total Building Materials business		4,308			4,007
Specialties		309			243
Total	$	4,617		$	4,250


	Nine Months Ended September 30,
	2025				2024
	Amount			% of Revenues	Amount			% of Revenues
	(Dollars in Millions)
Gross profit (loss):
Building Materials business:
Aggregates	$	1,257		33%	$	1,069		32%
Other Building Materials		75		10%		92		11%
Total Building Materials business		1,332		31%		1,161		29%
Specialties		108		35%		84		35%
Corporate		(18	)			(34	)
Total	$	1,422		31%	$	1,211		29%

Page 31 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

Building Materials Business

Year-to-date aggregates shipments increased 4.4% to 149.6 million tons, reflecting contributions from operations acquired in 2024, increased infrastructure and data center activity and a hurricane-impacted comparable period in 2024. Aggregates average selling price of $23.37 per ton increased 7.5% due to continued realization of the cumulative effects of 2024 and 2025 price increases. Aggregates gross profit improved 18% to $1.3 billion, driven by organic pricing growth in excess of cost increases and acquisition contributions.

Other building materials revenues decreased 9% to $744 million, primarily attributable to the February 2024 divestiture of the Company's South Texas cement business and certain of its related ready mixed concrete operations (the Divestiture; see Note 2 to the unaudited consolidated financial statements). Gross profit decreased 19% to $75 million, compared with the prior-year period, reflecting lower asphalt and ready mixed concrete revenues and higher paving costs.

Aggregates End-Use Markets

Aggregates shipments to the infrastructure market increased 5%, reflecting hurricane relief efforts in the Southeast and an increase in large projects. The infrastructure market accounted for 37% of year-to-date aggregates shipments.

Aggregates shipments to the nonresidential market increased 6%, reflecting contributions from increased data and distribution center and warehouse shipments. The nonresidential market represented 35% of year-to-date aggregates shipments.

Aggregates shipments to the residential market were flat. The Company continues to experience demand softness in single-family housing within most markets; however, demographic trends and undersupply, particularly in key Sunbelt markets, remain intact. The residential market accounted for 23% of year-to-date aggregates shipments.

The ChemRock/Rail market accounted for the remaining 5% of year-to-date aggregates shipments.

Specialties Business

Specialties year-to-date revenues of $309 million increased 27% and gross profit increased 28% to $108 million, reflecting strong organic pricing improvement and continued cost discipline as well as contributions from the Premier Magnesia, LLC acquisition as of its July 25, 2025 closing date. These results also reflect the third quarter 2025 $5 million headwind of selling acquired inventory after its markup to fair value as part of acquisition accounting.

Selling, General and Administrative Expenses

Consolidated SG&A for the nine months ended September 30, 2025 was 7.4% of revenues compared with 7.7% in the prior-year period.

Other Operating Income, Net

For the nine months ended September 30, consolidated other operating income, net, was $23 million in 2025 and $1.3 billion in 2024. The 2024 amount included a $1.3 billion pretax gain on the Divestiture, which was partially offset by a $50 million pretax, noncash asset and portfolio rationalization charge (the Rationalization Charge; see Note 13 to the unaudited consolidated financial statements).

Page 32 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

Income Taxes

For the nine months ended September 30, 2025 and 2024, the effective income tax rates for continuing operations were 20.0% and 24.3%, respectively. The higher 2024 effective income tax rate versus 2025 was driven by the Divestiture, which reflected the write-off of certain nondeductible goodwill and was treated as a discrete tax event.

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

For the nine months ended September 30, net earnings from continuing operations attributable to Martin Marietta were $757 million, or $12.49 per diluted share, in 2025 compared with $1.6 billion, or $25.44 per diluted share, in 2024. The prior year included an after-tax gain of $976 million, or $15.83 per diluted share, on the Divestiture, an after-tax loss of $37 million, or $0.61 per diluted share, for the Rationalization Charge, an after-tax charge of $15 million, or $0.23 per diluted share, for the impact of selling acquired inventory after its markup to fair value as part of acquisition accounting and after-tax acquisition, divestiture and integration expenses of $31 million, or $0.50 per diluted share, related to the acquisition of 20 active aggregates operations in Alabama, South Carolina, South Florida, Tennessee, and Virginia from affiliates of Blue Water Industries LLC and the Divestiture.

Discontinued Operations

The Company's Midlothian cement plant, related cement terminals and Texas ready mixed concrete plants are reported as discontinued operations. The collective businesses generated earnings, net of income tax expense, of $101 million, or $1.66 per diluted share, in 2025 compared with $133 million, or $2.16 per diluted share, in 2024.

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 (the Inventory Markup); nonrecurring gain on divestiture; and noncash 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 EBTIDA 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 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. Since all Adjusted EBITDA measures exclude some, but not all, items that affect net earnings and may vary among companies, the Adjusted EBITDA measures as presented by the Company may not be comparable with similarly titled measures of other companies.

Page 33 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

The following table presents a 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,
	2025		2024		2025		2024
	(Dollars in Millions)
Net earnings from continuing operations attributable to Martin Marietta	$	361	$	297	$	757	$	1,568
Add back (Deduct):
Interest expense, net of interest income		56		38		163		85
Income tax expense for controlling interests		89		77		190		504
Depreciation, depletion and amortization expense and earnings/loss from nonconsolidated equity affiliates		149		133		429		369
Acquisition, divestiture and integration expenses		7		2		7		39
Impact of selling acquired inventory after markup to fair value as part of acquisition accounting		5		—		5		20
Nonrecurring gain on divestiture		—		—		—		(1,331	)
Noncash asset and portfolio rationalization charge		—		—		—		50
Adjustments to net earnings from continuing operations attributable to Martin Marietta		306		250		794		(264	)
Adjusted EBITDA from continuing operations	$	667	$	547	$	1,551	$	1,304

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
	(Dollars in Millions)
Earnings from discontinued operations, net of income tax expense	$	53	$	66	$	101	$	133
Add back:
Income tax expense for discontinued operations		15		18		29		37
Depreciation, depletion and amortization expense from discontinued operations		6		15		42		47
Acquisition, divestiture and integration expenses for discontinued operations		2		—		2		—
Adjustments to earnings from discontinued operations, net of income tax expense		23		33		73		84
Adjusted EBITDA from discontinued operations	$	76	$	99	$	174	$	217

Page 34 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
	(Dollars in Millions)
Consolidated net earnings attributable to Martin Marietta	$	414	$	363	$	858	$	1,701
Add back (Deduct):
Adjustments to net earnings from continuing operations attributable to Martin Marietta		306		250		794		(264	)
Adjustments to earnings from discontinued operations, net of income tax expense		23		33		73		84
Consolidated Adjusted EBITDA	$	743	$	646	$	1,725	$	1,521

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operating activities for the nine months ended September 30, 2025 and 2024 was $1.2 billion and $773 million, respectively. 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. Additionally, 2024 operating cash flow also included higher income tax payments resulting from the taxable gain associated with the Divestiture.

The seasonal nature of construction activity impacts the Company’s interim operating cash flow when compared with the full year. Full-year 2024 net cash provided by operating activities was $1.5 billion.

During the nine months ended September 30, 2025 and 2024, the Company paid $602 million and $622 million, respectively, for additions to property, plant and equipment.

On July 25, 2025, the Company acquired Premier Magnesia, LLC, a privately-owned producer and distributor of magnesia-based products, using cash on hand and credit facility borrowings.

In February 2024, the Company received pretax cash proceeds of $2.1 billion from the Divestiture. On April 5, 2024, the Company used $2.05 billion of cash on hand to fund the acquisition of 20 active aggregates operations in Alabama, South Carolina, South Florida, Tennessee, and Virginia from affiliates of Blue Water Industries LLC.

The Company can repurchase its common stock through open-market purchases pursuant to authority granted by its Board of Directors or through private transactions at such prices and upon such terms as the Chief Executive Officer deems appropriate. During the first nine months of 2025, the Company repurchased 910,831 shares of common stock at an average price of $494.04 and an aggregate cost of $455 million, inclusive of excise taxes. At September 30, 2025, 11.0 million shares of common stock remain under the Company’s repurchase authorization.

Page 35 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

The Company has an $800 million five-year senior unsecured revolving facility (the Revolving Facility), which matures in December 2029. The Revolving Facility requires the Company’s ratio of consolidated net debt-to-consolidated EBITDA, as defined, for the trailing-twelve-month period (the Ratio) to not exceed 3.50 times as of the end of any fiscal quarter, provided that the Company may exclude from the Ratio debt incurred in connection with certain acquisitions during the quarter or the three preceding quarters so long as the Ratio calculated without such exclusion does not exceed 4.00 times. Additionally, if there are no amounts outstanding 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 at September 30, 2025. In the event of a default on the Ratio, the lenders can terminate the Revolving Facility and Trade Receivable Facility and declare any outstanding balances as immediately due.

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, address near-term debt maturities, meet capital expenditures and discretionary investment needs, fund certain acquisition opportunities that may arise, allow for payment of dividends for the foreseeable future and allow the repurchase of shares of the Company’s common stock. At September 30, 2025, there were no amounts outstanding under the Revolving Facility. There was $105 million outstanding under the Trade Receivable Facility, and the Company had $1.1 billion of unused borrowing capacity under its Revolving Facility and Trade Receivable Facility, subject to complying with the related leverage covenant. Historically, the Company has successfully extended the maturity dates of these credit facilities.

TRENDS AND RISKS

The Company outlined the risks associated with its business in its Annual Report on Form 10-K for the year ended December 31, 2024. Management continues to evaluate its exposure to all operating risks on an ongoing basis.

OTHER MATTERS

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 proxy statement for the May 15, 2025 annual meeting of shareholders also contains important information. These and other materials filed with the SEC are accessible through the Company’s website at www.martinmarietta.com and are also available at the SEC’s website at www.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 Form 10-Q 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 differ materially from actual results. These statements, which are forward-looking statements under the Private Securities Litigation Reform Act of 1995, reflect the Company’s expectations or forecasts of future events. You can identify these statements because they do not relate only to historical or current facts and 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. Any, or all of, management’s forward-looking statements herein and in other publications may prove to be incorrect.

Page 36 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

The Company’s outlook is subject to risks and uncertainties and is based on assumptions that the Company believes in good faith are reasonable but which may differ materially from actual results. Factors that the Company currently believes could cause actual results to differ materially from the forward-looking statements in this Form 10-Q include, but are not limited to:

•

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

•

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

•

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

•

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

•

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, Minnesota, Arizona, South Carolina and Iowa;

•

The United States Congress’ inability to reach agreement internally or with the Executive Branch on policy affecting the federal budget;

•

A prolonged Federal government shutdown;

•

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

•

Construction spending levels in the Company's markets;

•

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

•

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

•

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

•

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

•

Volatility in 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;

•

Increased raw materials costs, such as bitumen;

•

Rising costs of repair and supply parts;

•

Construction labor shortages or supply chain challenges;

•

Labor relations risks, such as unionization efforts, work stoppages or strikes (particularly in jurisdictions with evolving labor laws);

•

Workforce demographics-related challenges in recruiting and retaining skilled employees, particularly for physically demanding roles in rural or less-populated areas;

•

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

•

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

•

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;

•

The performance of the overall United States economy;

•

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

•

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

Page 37 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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;

•

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

•

Availability of trucks and licensed drivers for material transport;

•

Availability and cost of construction equipment in the United States;

•

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

•

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;

•

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

•

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

•

Dependence on information technology and automated systems;

•

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

•

Inflation pressures on production and interest costs;

•

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

•

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

•

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;

•

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

•

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

•

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

•

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

•

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

Page 38 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

•

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

•

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

•

Cybersecurity risks;

•

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

•

Potential credit rating downgrades to non-investment grade; and

•

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

Please consider these forward-looking statements considering the risk factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and other periodic SEC filings. All forward-looking statements should be evaluated with these considerations in mind. Other risks and uncertainties not presently known or currently deemed immaterial may also affect the Company’s performance or the accuracy of forward-looking statements. The Company undertakes no obligation to update any such forward-looking statements.

INVESTOR ACCESS TO COMPANY FILINGS

Shareholders may obtain, without charge, a copy of Martin Marietta’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2024, by writing to:

Martin Marietta

Attn: Corporate Secretary

4123 Parklake Avenue

Raleigh, North Carolina 27612

Additionally, Martin Marietta’s Annual Report, press releases and filings with the Securities and Exchange Commission, including Forms 10-K, 10-Q, 8-K and 11-K, can generally be accessed via the Company’s website. Filings with the Securities and Exchange Commission accessed via the website are available through a link with the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. Accordingly, access to such filings is available upon EDGAR placing the related document in its database. Investor relations contact information is as follows:

Telephone: (919) 510-4736

Website address: www.martinmarietta.com

Information included on the Company’s website is not incorporated into, or otherwise creates a part of, this report.

Page 39 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company’s operations are highly dependent upon the interest rate-sensitive construction and steelmaking industries. Consequently, these marketplaces could experience lower levels of economic activity in an environment of rising interest rates.

Management has considered the current economic environment and its potential impact to the Company's business. Demand for aggregates products, particularly in the infrastructure construction market, is affected by federal, state and local budget and deficit issues. Further, delays or cancellations of capital projects in the nonresidential and residential construction markets could occur if companies and consumers are unable to obtain affordable financing for construction projects or if consumer confidence is eroded by economic uncertainty.

Demand in the nonresidential and residential construction markets, which combined accounted for 58% of aggregates shipments for the nine months ended September 30, 2025, is affected by interest rates. While the Federal Reserve lowered the benchmark federal funds rate 50 basis points in 2025, the federal funds rate remains above the current rate of inflation resulting in continued restrictive monetary policy.

Aside from these inherent risks from within its operations, the Company’s earnings are also affected by changes in short-term interest rates and changes in enacted tax laws.

Variable-Rate Borrowing Facilities. At September 30, 2025, the Company had an $800 million Revolving Facility and a $400 million Trade Receivable Facility. Borrowings under these facilities bear interest at a variable interest rate. A hypothetical 100-basis-point increase in interest rates on variable-rate borrowings of $105 million, which was the collective outstanding balance at September 30, 2025, would increase interest expense by $1 million on an annual basis.

Pension Expense. The Company’s results of operations are affected by its pension expense. Assumptions that affect pension expense include the discount rate and, for the qualified defined benefit pension plan only, the expected long-term rate of return on assets. Therefore, the Company has interest rate risk associated with these factors. The impact of hypothetical changes in these assumptions on the Company’s annual pension expense is discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Income Tax. Any changes in enacted tax laws, rules or regulatory or judicial interpretations, or any change in the pronouncements relating to accounting for income taxes could materially impact the Company’s effective tax rate, tax payments, cash flow, financial condition and results of operations.

Energy Costs. Energy costs, including diesel fuel, natural gas, electricity, coal and petroleum coke, represent significant production costs of the Company. The Company may be unable to pass along increases in the costs of energy to customers in the form of price increases for the Company’s products. The Specialties business has varying fixed-price agreements for a portion of its 2025 energy requirements. A hypothetical 10% change in the Company’s energy prices in 2025 as compared with 2024, assuming comparable volumes, would change 2025 energy expense for continuing operations by $28 million.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. As of September 30, 2025, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and the operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2025. There were no changes in the Company’s internal control over financial reporting during the most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Page 40 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

See Note 9 Commitments and Contingencies, Legal and Administrative Proceedings to the unaudited consolidated financial statements of this Form 10-Q.

Item 1A. Risk Factors.

Reference is made to Part I. Item 1A. Risk Factors and Forward-Looking Statements of the Martin Marietta Annual Report on Form 10-K for the year ended December 31, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

ISSUER PURCHASES OF EQUITY SECURITIES


					Total Number of Shares		Maximum Number of
					Purchased as Part of		Shares that May Yet
	Total Number of		Average Price		Publicly Announced		be Purchased Under
Period	Shares Purchased		Paid per Share		Plans or Programs		the Plans or Programs
July 1, 2025 - July 31, 2025		—	$	—		—		11,024,507
August 1, 2025 - August 31, 2025		—	$	—		—		11,024,507
September 1, 2025 - September 30, 2025		—	$	—		—		11,024,507
Total		—				—

Reference is made to the Company's press release dated February 10, 2015 for the December 31, 2014 fourth-quarter and full-year results and announcement of the share repurchase program. The Company’s Board of Directors authorized a maximum of 20 million shares to be repurchased under the program. The program does not have an expiration date.

Item 4. Mine Safety Disclosures.

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95 to this Quarterly Report on Form 10-Q.

Item 5. Other Information

During the three months ended September 30, 2025, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Page 41 of 43

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended September 30, 2025

PART II. OTHER INFORMATION

(Continued)

Item 6. Exhibits.


Exhibit No.		Document


31.01		Certification dated November 4, 2025 of Chief Executive Officer pursuant to Securities and Exchange Act of 1934 Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.02		Certification dated November 4, 2025 of Chief Financial Officer pursuant to Securities and Exchange Act of 1934 Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.01		Written Statement dated November 4, 2025 of Chief Executive Officer required by 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.02		Written Statement dated November 4, 2025 of Chief Financial Officer required by 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

95		Mine Safety Disclosures

101.INS		Inline XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Page 42 of 43

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		MARTIN MARIETTA MATERIALS, INC.
		(Registrant)

Date: November 4, 2025	By:	/s/ Michael J. Petro
		Michael J. Petro
		Senior Vice President and Chief Financial Officer
		(Authorized Officer and Principal Financial Officer)

Page 43 of 43

CERTIFICATION PURSUANT TO SECURITIES AND EXCHANGE ACT OF 1934 RULE 13a-14 AS ADOPTED PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002

I, C. Howard Nye, certify that:

I have reviewed this Form 10-Q of Martin Marietta Materials, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the consolidated financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: November 4, 2025	By:	/s/ C. Howard Nye
		C. Howard Nye
		Chair, President and
		Chief Executive Officer

EXHIBIT 31.02

CERTIFICATION PURSUANT TO SECURITIES AND EXCHANGE ACT OF 1934 RULE 13a-14 AS ADOPTED PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002

I, Michael J. Petro, certify that:

I have reviewed this Form 10-Q of Martin Marietta Materials, Inc.;

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: November 4, 2025	By:	/s/ Michael J. Petro
		Michael J. Petro
		Senior Vice President and Chief Financial Officer

Written Statement Pursuant to 18 U.S.C. 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q for the period ended September 30, 2025 (the “Report”) of Martin Marietta Materials, Inc. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, C. Howard Nye, the Chief Executive Officer of the Registrant, certify, to the best of my knowledge, that:

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

     /s/ C. Howard Nye 

    

     C. Howard Nye

    

     Chair, President and

    

        Chief Executive Officer

    

Dated: November 4, 2025

A signed original of this written statement required by Section 906 has been provided to Martin Marietta Materials, Inc. and will be retained by Martin Marietta Materials, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Written Statement Pursuant to 18 U.S.C. 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q for the period ended September 30, 2025 (the “Report”) of Martin Marietta Materials, Inc. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Michael J. Petro, the Chief Financial Officer of the Registrant, certify, to the best of my knowledge, that:

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

     /s/ Michael J. Petro

    

     Michael J. Petro

    

     Senior Vice President and Chief Financial Officer

    

Dated: November 4, 2025

Appendix 1

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

MINE SAFETY DISCLOSURES

The operation of the Company’s domestic aggregates quarries and mines is subject to regulation by the federal Mine Safety and Health Administration (MSHA) under the Federal Mine Safety and Health Act of 1977 (the Mine Act). MSHA inspects the Company’s quarries and mines on a regular basis and issues various citations and orders when it believes a violation has occurred under the Mine Act. Whenever MSHA issues a citation or order, it also generally proposes a civil penalty, or fine, related to the alleged violation. Citations or orders may be contested and appealed and, as part of that process, are often reduced in severity and amount; they are sometimes dismissed.

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), the Company is required to present information regarding certain mining safety and health citations which MSHA has issued with respect to its aggregates mining operations in its periodic reports filed with the Securities and Exchange Commission (SEC). In evaluating this information, consideration should be given to factors such as: (i) the number of citations and orders will vary depending on the size of the quarry or mine and types of operations (i.e., underground or surface), (ii) the number of citations issued will vary from inspector to inspector and location to location, and (iii) citations and orders can be contested and appealed, and in that process, may be reduced in severity and amount, and are sometimes dismissed.

The Company has provided the information below in response to the SEC’s rules and regulations issued under the provisions of the Dodd-Frank Act. The disclosures reflect U.S. mining operations only, as the requirements of the Dodd-Frank Act and the SEC rules and regulations thereunder do not apply to the Company’s quarries and mines operated outside the United States.

The Company presents the following items regarding certain mining safety and health matters for the three months ended September 30, 2025:

•

Total number of violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard under section 104 of the Mine Act for which the Company has received a citation from MSHA (hereinafter, “Section 104 S&S Citations”). If MSHA determines that a violation of a mandatory health or safety standard is likely to result in a reasonably serious injury or illness under the unique circumstance contributed to by the violation, MSHA will classify the violation as a “significant and substantial” violation (commonly referred to as an S&S violation). MSHA inspectors will classify each citation or order written as an S&S violation or not.

•

Total number of orders issued under section 104(b) of the Mine Act (hereinafter, “Section 104(b) Orders”). These orders are issued for situations in which MSHA determines a previous violation covered by a Section 104(a) citation has not been totally abated within the prescribed time period, so a further order is needed to require the mine operator to immediately withdraw all persons (except authorized persons) from the affected area of a quarry or mine.

•

Total number of citations and orders for unwarrantable failure of the mine operator to comply with mandatory health or safety standards under Section 104(d) of the Mine Act (hereinafter, “Section 104(d) Citations and Orders”). These violations are similar to those described above, but the standard is that the violation could significantly and substantially contribute to the cause and effect of a safety

Appendix 1

or health hazard, but the conditions do not cause imminent danger, and the MSHA inspector finds that the violation is caused by an unwarranted failure of the operator to comply with the health and safety standards.

•

Total number of flagrant violations under section 110(b)(2) of the Mine Act (hereinafter, “Section 110(b)(2) Violations”). These violations are penalty violations issued if MSHA determines that violations are “flagrant”, for which civil penalties may be assessed. A “flagrant” violation means a reckless or repeated failure to make reasonable efforts to eliminate a known violation of a mandatory health or safety standard that substantially and proximately caused, or reasonably could have been expected to cause, death or serious bodily injury.

•

Total number of imminent danger orders issued under section 107(a) of the Mine Act (hereinafter, “Section 107(a) Orders”). These orders are issued for situations in which MSHA determines an imminent danger exists in the quarry or mine and results in orders of immediate withdrawal of all persons (except certain authorized persons) from the area of the quarry or mine affected by its condition until the imminent danger and the underlying conditions causing the imminent danger no longer exist.

•

Total dollar value of proposed assessments from MSHA under the Mine Act. These are the amounts of proposed assessments issued by MSHA with each citation or order for the time period covered by the reports. Penalties are assessed by MSHA according to a formula that considers a number of factors, including the mine operator’s history, size, negligence, gravity of the violation, good faith in trying to correct the violation promptly, and the effect of the penalty on the operator’s ability to continue in business.

•

Total number of mining-related fatalities. Mines subject to the Mine Act are required to report all fatalities occurring at their facilities unless the fatality is determined to be “non-chargeable” to the mining industry. The final rules of the SEC require disclosure of mining-related fatalities at mines subject to the Mine Act. Only fatalities determined by MSHA not to be mining-related may be excluded.

•

Receipt of written notice from MSHA of a pattern (or a potential to have such a pattern) of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of other mine health or safety hazards under Section 104(e) of the Mine Act. If MSHA determines that a mine has a “pattern” of these types of violations, or the potential to have such a pattern, MSHA is required to notify the mine operator of the existence of such a thing.

•

Legal actions before the Federal Mine Safety and Health Review Commissions pending as of the last day of period.

•

Legal actions before the Federal Mine Safety and Health Review Commissions initiated during period.

•

Legal actions before the Federal Mine Safety and Health Review Commissions resolved during period.

The Federal Mine Safety and Health Review Commission (the Commission) is an independent adjudicative agency that provides administrative trial and appellate review of legal disputes arising under the Mine Act. The cases may involve, among other questions, challenges by operators to citations, orders and

Appendix 1

penalties they have received from MSHA, or complaints of discrimination by miners under Section 105 of the Mine Act. Appendix 1 shows, for each of the Company’s quarries and mines identified, as of September 30, 2025, the number of legal actions pending before the Commission, along with the number of legal actions initiated before the Commission during the quarter as well as resolved during the quarter. In addition, Appendix 1 includes a footnote to the column for legal actions before the Commission pending as of the last day of the period, which footnote breaks down that total number of legal actions pending by categories according to the type of proceeding in accordance with various categories established by the Procedural Rules of the Commission.

Appendix 1 attached.

Appendix 1


Location	MSHA ID	Section 104 S&S Citations (#)	Section 104(b) Orders (#)	Section 104(d) Citations and Orders (#)	Section 110(b)(2) Violations (#)	Section 107(a) Orders (#)	Total Dollar Value of MSHA Assessment/ $Proposed		Total Number of Mining Related Fatalities (#)	Received Notice of Pattern of Violation Under Section 104(e) (yes/no)	Received Notice of Potential to have Pattern under Section 104(e) (yes/no)	Legal Actions Pending as of Last Day of Period (#)*	Legal Actions Instituted During Period (#)	Legal Actions Resolved During Period (#)
Abingdon Quarry	4400003	0	0	0	0	0	$	0	0	no	no	0	0	0
Alexander Quarry	3101636	0	0	0	0	0	$	0	0	no	no	0	0	0
Allsboro Quarry	0102014	0	0	0	0	0	$	0	0	no	no	0	0	0
Amelia Quarry	4407372	0	0	0	0	0	$	0	0	no	no	0	0	0
American Stone	3100189	0	0	0	0	0	$	165	0	no	no	0	0	0
Anderson Creek Quarry	4402963	0	0	0	0	0	$	0	0	no	no	0	0	0
Appling Quarry	0901083	0	0	0	0	0	$	0	0	no	no	0	0	0
Arrowood Quarry	3100059	1	0	0	0	0	$	151	0	no	no	0	0	1
Asheboro Quarry	3100066	0	0	0	0	0	$	0	0	no	no	0	0	0
Auburn Al Quarry	0100006	0	0	0	0	0	$	0	0	no	no	0	0	0
Auburn GA Quarry	0900436	0	0	0	0	0	$	0	0	no	no	0	0	0
Augusta GA Quarry	0900065	0	0	0	0	0	$	0	0	no	no	0	0	0
Bakers Quarry	3100071	0	0	0	0	0	$	0	0	no	no	0	0	0
Ball Ground Quarry	0900955	0	0	0	0	0	$	0	0	no	no	0	0	0
Belgrade Quarry	3100064	0	0	0	0	0	$	0	0	no	no	0	0	0
Benson Quarry	3101979	0	0	0	0	0	$	0	0	no	no	0	0	0
Berkeley Quarry	3800072	0	0	0	0	0	$	0	0	no	no	0	0	0
Bessemer City Quarry	3101105	0	0	0	0	0	$	0	0	no	no	0	0	0
Bonds Quarry	3101963	0	0	0	0	0	$	0	0	no	no	0	0	0
Boonesboro Quarry	1800024	0	0	0	0	0	$	0	0	no	no	0	0	0
Burlington Quarry	3100042	0	0	0	0	0	$	0	0	no	no	0	0	0
Caldwell Quarry	3101869	0	0	0	0	0	$	0	0	no	no	0	0	0
Calhoun Quarry	4003395	0	0	0	0	0	$	0	0	no	no	0	0	0
Calhoun Sand	3800716	0	0	0	0	0	$	0	0	no	no	0	0	0
Castle Hayne Quarry	3100063	0	0	0	0	0	$	0	0	no	no	0	0	0
Cayce	3800016	0	0	0	0	0	$	1,383	0	no	no	0	0	0

Appendix 1


Central Rock Quarry	3100050	0	0	0	0	0	$	0	0	no	no	0	0	0
Charlotte Portable Plant 1	3102341	0	0	0	0	0	$	0	0	no	no	0	0	0
Charlotte Quarry	3100057	0	0	0	0	0	$	0	0	no	no	0	0	0
Chattanooga Quarry	4003159	0	0	0	0	0	$	0	0	no	no	0	0	0
Churchville Quarry	1800012	0	0	0	0	0	$	0	0	no	no	0	0	0
Clarks Quarry	3102009	0	0	0	0	0	$	0	0	no	no	0	0	0
Coy Stone Plant	4002465	0	0	0	0	0	$	0	0	no	no	0	0	0
Cumberland Quarry (Kentucky)	1500037	0	0	0	0	0	$	0	0	no	no	0	0	0
Cumming Quarry	0900460	0	0	0	0	0	$	0	0	no	no	0	0	0
Denver Quarry	3101971	0	0	0	0	0	$	0	0	no	no	0	0	0
Doswell Quarry VA	4400045	0	0	0	0	0	$	0	0	no	no	0	0	0
Douglasville Quarry	0900024	0	0	0	0	0	$	0	0	no	no	0	0	0
East Alamance Quarry	3102021	0	0	0	0	0	$	0	0	no	no	0	0	0
Edgefield Quarry	3800738	0	0	0	0	0	$	0	0	no	no	0	0	0
Edmund Sand	3800662	0	0	0	0	0	$	0	0	no	no	0	0	0
Elizabethton Quarry	4003075	0	0	0	0	0	$	0	0	no	no	0	0	0
Forks of The River Quarry	4001610	0	0	0	0	0	$	0	0	no	no	0	0	0
Fort Myers Quarry	0801203	0	0	0	0	0	$	0	0	no	no	0	0	0
Fountain Quarry	3100065	0	0	0	0	0	$	0	0	no	no	0	0	0
Franklin Quarry	3102130	0	0	0	0	0	$	0	0	no	no	0	0	0
Frederick Quarry	1800013	0	0	0	0	0	$	0	0	no	no	0	0	0
Fuquay Quarry	3102055	0	0	0	0	0	$	0	0	no	no	0	0	0
Garner Quarry	3100072	0	0	0	0	0	$	0	0	no	no	0	0	0
Georgetown II Quarry	3800525	0	0	0	0	0	$	0	0	no	no	0	0	0
Grasselli Quarry	4003131	0	0	0	0	0	$	0	0	no	no	0	0	0
Greenback Quarry	4002488	0	0	0	0	0	$	0	0	no	no	0	0	0
Greensboro Portable Plt	3102336	1	0	0	0	0	$	151	0	no	no	0	0	0
Harlan Quarry	1500071	0	0	0	0	0	$	0	0	no	no	0	0	0
Hickory Quarry	3100043	0	0	0	0	0	$	0	0	no	no	0	0	0
Homer Quarry	0900958	0	0	0	0	0	$	151	0	no	no	0	0	0
Huntsville Quarry	0102660	0	0	0	0	0	$	0	0	no	no	0	0	0
I-75 Quarry	4001247	0	0	0	0	0	$	0	0	no	no	0	0	1
Jamestown Quarry	3100051	0	0	0	0	0	$	0	0	no	no	0	0	0
Jefferson Quarry	0901106	0	0	0	0	0	$	0	0	no	no	0	0	0
Junction City Quarry	0901029	0	0	0	0	0	$	0	0	no	no	0	0	0

Appendix 1


Kannapolis Quarry	3100070	0	0	0	0	0	$	0	0	no	no	0	0	0
Kent Sand & Gravel	1800745	1	0	0	0	0	$	398	0	no	no	0	0	0
Kings Mountain Quarry	3100047	0	0	0	0	0	$	0	0	no	no	0	0	0
Lemon Springs Quarry	3101104	0	0	0	0	0	$	0	0	no	no	0	0	0
Lithonia Quarry	0900023	0	0	0	0	0	$	0	0	no	no	0	0	0
Loamy Sand Gravel	3800721	0	0	0	0	0	$	0	0	no	no	0	0	0
Locust Mount Quarry	4000122	0	0	0	0	0	$	0	0	no	no	0	0	0
Maiden Quarry	3102125	0	0	0	0	0	$	0	0	no	no	0	0	0
Mallard Creek Quarry	3102006	0	0	0	0	0	$	0	0	no	no	0	0	0
Matthews Quarry	3102084	0	0	0	0	0	$	0	0	no	no	0	0	0
Maylene Quarry	0100634	0	0	0	0	0	$	302	0	no	no	0	0	0
Medford Quarry	1800035	0	0	0	0	0	$	151	0	no	no	0	0	0
Midlothian Quarry	4403767	0	0	0	0	0	$	0	0	no	no	0	0	0
Midway Quarry	4001169	0	0	0	0	0	$	0	0	no	no	0	0	0
Misc Greensboro District	00B8611	0	0	0	0	0	$	0	0	no	no	0	0	0
Monterey Sand	4000798	0	0	0	0	0	$	0	0	no	no	0	0	0
Morgan County	0901126	0	0	0	0	0	$	0	0	no	no	0	0	0
Newton Quarry	0900899	0	0	0	0	0	$	0	0	no	no	0	0	0
North Columbia	3800146	0	0	0	0	0	$	151	0	no	no	0	0	0
North East Quarry	1800417	0	0	0	0	0	$	0	0	no	no	0	0	0
O'Neal Plant Co 19	0103076	0	0	0	0	0	$	0	0	no	no	0	0	0
Old Charleston Sand	3800702	0	0	0	0	0	$	0	0	no	no	0	0	0
Onslow Quarry	3102120	0	0	0	0	0	$	0	0	no	no	0	0	0
Palmetto Sand Company	3800710	0	0	0	0	0	$	0	0	no	no	0	0	0
Paulding Quarry	0901107	0	0	0	0	0	$	151	0	no	no	0	0	0
Perry Quarry	0801083	0	0	0	0	0	$	0	0	no	no	0	0	0
Pinesburg Quarry	1800021	0	0	0	0	0	$	0	0	no	no	0	0	0
Pomona Quarry	3100052	0	0	0	0	0	$	0	0	no	no	0	0	0
Raleigh Durham Quarry	3101941	0	0	0	0	0	$	0	0	no	no	0	0	0
Red Hill Quarry	4400072	0	0	0	0	0	$	0	0	no	no	0	0	0
Red Oak Quarry	0900069	0	0	0	0	0	$	0	0	no	no	0	0	0
Reidsville Quarry	3100068	0	0	0	0	0	$	0	0	no	no	0	0	0
Riverbend Quarry	4003224	0	0	0	0	0	$	0	0	no	no	0	0	0
Rock Hill Quarry	3800026	0	0	0	0	0	$	0	0	no	no	0	0	0
Rocky Point Quarry	3101956	0	0	0	0	0	$	0	0	no	no	0	0	0

Appendix 1


Ruby Quarry	0900074	0	0	0	0	0	$	0	0	no	no	0	0	0
Salem Sand	3800758	0	0	0	0	0	$	0	0	no	no	0	0	0
Salem Stone	3102038	0	0	0	0	0	$	0	0	no	no	0	0	0
Salisbury Pink Quarry (Carolina Quarry)	31-00017	0	0	0	0	0	$	0	0	no	no	0	0	0
SDI Quarry	0801336	0	0	0	0	0	$	0	0	no	no	0	0	0
Six Mile Quarry	0901144	0	0	0	0	0	$	0	0	no	no	0	0	0
St. Marys Sand Company	0901199	0	0	0	0	0	$	193	0	no	no	0	0	0
Statesville Quarry	3100055	0	0	0	0	0	$	0	0	no	no	0	0	0
Texas Quarry	1800009	0	0	0	0	0	$	0	0	no	no	0	0	0
Thomasville Quarry	3101475	0	0	0	0	0	$	0	0	no	no	0	0	0
Tri Cities Airport Quarry	4001657	0	0	0	0	0	$	0	0	no	no	0	0	0
Tyrone Quarry	0900306	0	0	0	0	0	$	0	0	no	no	0	0	0
Unicoi	4002075	0	0	0	0	0	$	0	0	no	no	0	0	0
Vance Quarry Co 19	0103022	0	0	0	0	0	$	0	0	no	no	0	0	0
Warfordsburg Quarry	3600168	0	0	0	0	0	$	0	0	no	no	0	0	0
Warrenton Quarry	0900580	0	0	0	0	0	$	0	0	no	no	0	0	0
Watauga Quarry	4000124	0	0	0	0	0	$	0	0	no	no	0	0	0
Wilmington Sand	3101308	0	0	0	0	0	$	0	0	no	no	0	0	0
Wilson Quarry	3102230	0	0	0	0	0	$	0	0	no	no	0	0	0
Woodleaf Quarry	3100069	0	0	0	0	0	$	0	0	no	no	0	0	0
(45) North Indianapolis SURFACE	1200002	1	0	0	0	0	$	0	0	no	no	2	0	0
Alden Portable Plant #2	1302033	0	0	0	0	0	$	0	0	no	no	0	0	0
Alden Portable Sand	1302037	0	0	0	0	0	$	0	0	no	no	0	0	0
Alden Quarry	1300228	0	0	0	0	0	$	0	0	no	no	0	0	0
Ames Mine	1300014	1	0	0	0	0	$	871	0	no	no	0	0	0
Apple Grove S G	3301676	0	0	0	0	0	$	0	0	no	no	0	0	0
Belmont Sand	1201911	0	0	0	0	0	$	0	0	no	no	0	0	0
Bowling Green North Quarry	1500065	0	0	0	0	0	$	0	0	no	no	0	0	0
Bowling Green South Quarry	1500025	0	0	0	0	0	$	0	0	no	no	0	0	0
Burning Springs Mine	4608862	0	0	0	0	0	$	0	0	no	no	0	0	0
Carmel Sand	1202124	0	0	0	0	0	$	0	0	no	no	0	0	0
Cedar Rapids Quarry	1300122	0	0	0	0	0	$	0	0	no	no	0	0	0
Cedarville Quarry	3304072	0	0	0	0	0	$	0	0	no	no	0	0	0
Cloverdale Quarry	1201744	0	0	0	0	0	$	0	0	no	no	0	0	0

Appendix 1


Des Moines Portable	1300150	0	0	0	0	0	$	0	0	no	no	0	0	0
Des Moines Portable #2 Primary	1300932	0	0	0	0	0	$	0	0	no	no	0	0	0
DES MOINES PORTABLE SAND	1302504	0	0	0	0	0	$	0	0	no	no	0	0	0
Dubois Quarry	2501046	0	0	0	0	0	$	0	0	no	no	0	0	0
Durham Mine	1301225	0	0	0	0	0	$	245	0	no	no	0	0	0
E Town Sand Gravel	3304279	0	0	0	0	0	$	0	0	no	no	0	0	0
Earlham Grading Crew	1301778	0	0	0	0	0	$	0	0	no	no	0	0	0
Earlham Quarry	1302123	0	0	0	0	0	$	302	0	no	no	0	0	0
Elk River Wash Plant	2101218	0	0	0	0	0	$	0	0	no	no	0	0	0
Fairfield Sand & Gravel	3301396	0	0	0	0	0	$	0	0	no	no	0	0	0
Ferguson Quarry	1300124	1	0	0	0	0	$	464	0	no	no	0	0	0
Fort Calhoun Mine UG	2501300	0	0	0	0	0	$	0	0	no	no	0	0	0
Fort Dodge Mine	1300032	1	0	0	0	0	$	1,738	0	no	no	0	0	0
Greenwood Quarry New	2300141	0	0	0	0	0	$	0	0	no	no	0	0	0
Hartford Quarry	1500095	0	0	0	0	0	$	0	0	no	no	0	0	0
Iowa Grading Plant 854	1302126	0	0	0	0	0	$	0	0	no	no	0	0	0
Iowa Grading 2	1302316	0	0	0	0	0	$	0	0	no	no	0	0	0
Johnson County Sand & Gravel	1202506	0	0	0	0	0	$	0	0	no	no	0	0	0
Kentucky Ave Mine	1201762	2	0	0	0	0	$	0	0	no	no	0	0	0
Kokomo Mine UG	1202105	0	0	0	0	0	$	0	0	no	no	0	0	0
Kokomo Sand	1202203	0	0	0	0	0	$	0	0	no	no	0	0	0
Kokomo Stone (Surface)	1200142	0	0	0	0	0	$	0	0	no	no	0	0	0
Lebanon Quarry	4003012	0	0	0	0	0	$	0	0	no	no	0	0	0
Linn County Sand	1302208	0	0	0	0	0	$	0	0	no	no	0	0	0
Malcom Mine	1300112	0	0	0	0	0	$	0	0	no	no	0	0	0
Midwest Division OH	00A2354	0	0	0	0	0	$	0	0	no	no	0	0	0
MN Portable # 1	2101112	0	0	0	0	0	$	0	0	no	no	0	0	0
MN Portable # 2	2101593	0	0	0	0	0	$	0	0	no	no	0	0	0
MN Portable # 3	2103147	0	0	0	0	0	$	0	0	no	no	0	0	0
MN Portable # 4	2103287	0	0	0	0	0	$	0	0	no	no	0	0	0
MN Portable # 5	2101110	0	0	0	0	0	$	0	0	no	no	0	0	0
MN Portable # 6	2103120	0	0	0	0	0	$	151	0	no	no	0	0	0
MN Portable # 7	2103355	0	0	0	0	0	$	0	0	no	no	0	0	0
MN Portable # 8	2101843	0	0	0	0	0	$	0	0	no	no	0	0	0
MN Reclamation	2103690	0	0	0	0	0	$	0	0	no	no	0	0	0

Appendix 1


Moore Quarry	1302188	0	0	0	0	0	$	0	0	no	no	0	0	0
Murfreesboro Quarry	4000053	0	0	0	0	0	$	0	0	no	no	0	0	0
New Miami Plant	3304383	0	0	0	0	0	$	0	0	no	no	0	0	0
Noblesville Sand	1201994	0	0	0	0	0	$	0	0	no	no	0	0	0
Noblesville Stone	1202176	0	0	0	0	0	$	0	0	no	no	0	0	1
North Indianapolis Quarry	1201993	2	0	0	0	0	$	1,510	0	no	no	0	0	0
North Valley Sand	2501271	0	0	0	0	0	$	0	0	no	no	0	0	0
Ohio District Portable	3304793	0	0	0	0	0	$	0	0	no	no	0	0	0
Ottawa Quarry New	1401590	0	0	0	0	0	$	302	0	no	no	0	0	0
Pedersen Quarry	1302192	0	0	0	0	0	$	0	0	no	no	0	0	0
Perkinsville Sand and Gravel	1202378	0	0	0	0	0	$	0	0	no	no	0	0	1
Petersburg Ky Gravel	1516895	0	0	0	0	0	$	0	0	no	no	0	0	0
Phillipsburg Quarry	3300006	0	0	0	0	0	$	0	0	no	no	0	0	0
Portland Quarry (Alden Portable Wash)	1302122	0	0	0	0	0	$	0	0	no	no	0	0	0
Putnam Quarry	1202242	0	0	0	0	0	$	0	0	no	no	0	0	0
Raccoon River Sand	1302315	0	0	0	0	0	$	0	0	no	no	0	0	0
Randolph Mine	2302308	0	0	0	0	0	$	0	0	no	no	0	0	0
Reasnor Sand	1300814	0	0	0	0	0	$	0	0	no	no	0	0	0
Saylorville Sand	1302290	0	0	0	0	0	$	0	0	no	no	0	0	0
Shamrock SG	3304011	0	0	0	0	0	$	0	0	no	no	0	0	0
Smyrna Quarry	4002940	0	0	0	0	0	$	0	0	no	no	0	0	0
Spring Valley Cook Rd SG	3304534	0	0	0	0	0	$	0	0	no	no	0	0	0
St Cloud Quarry	2100081	0	0	0	0	0	$	0	0	no	no	0	0	0
Stamper Mine	2302232	0	0	0	0	0	$	0	0	no	no	1	0	0
Stones River Quarry	4003415	0	0	0	0	0	$	0	0	no	no	0	0	0
Sully Mine	1300063	0	0	0	0	0	$	0	0	no	no	0	0	0
Sunflower Qy Co 61	1401556	0	0	0	0	0	$	151	0	no	no	0	0	0
Troy Gravel	3301678	0	0	0	0	0	$	0	0	no	no	0	0	0
Walterloo Sand	2501314	0	0	0	0	0	$	0	0	no	no	0	0	0
Waverly Sand	1202038	0	0	0	0	0	$	0	0	no	no	0	0	0
Weeping Water Mine	2500998	0	0	0	0	0	$	0	0	no	no	0	0	0
West Center Sand	2501231	0	0	0	0	0	$	0	0	no	no	0	0	0
Xenia Gravel	3301393	0	0	0	0	0	$	0	0	no	no	0	0	0
Yellow Medicine Quarry	2100033	0	0	0	0	0	$	0	0	no	no	0	0	0

Appendix 1


Bennett Sand & Gravel	0500929	0	0	0	0	0	$	0	0	no	no	0	0	0
Clarkdale Sand & Gravel	0202524	0	0	0	0	0	$	0	0	no	no	0	0	0
Clayton	0400159	0	0	0	0	0	$	528	0	no	no	0	0	0
Coolidge Plant 65	0203173	0	0	0	0	0	$	0	0	no	no	0	0	0
Eagle Valley Plant	0404758	0	0	0	0	0	$	0	0	no	no	0	0	0
Granite Canyon Quarry	4800018	2	0	0	0	0	$	1,370	0	no	no	0	0	0
Greeley 35th Sand Gravel	0504613	0	0	0	0	0	$	0	0	no	no	0	0	0
Guernsey Quarry	4800004	0	0	0	0	0	$	0	0	no	no	1	1	0
Hassayampa	0202679	0	0	0	0	0	$	0	0	no	no	0	0	0
Hatchery	0500954	0	0	0	0	0	$	0	0	no	no	0	0	0
Hughson AGG & HMA	0401769	0	0	0	0	0	$	0	0	no	no	0	0	0
Irwindale Plant	0401838	0	0	0	0	0	$	151	0	no	no	0	0	0
Lakeside Vigilante Plant	0402685	0	0	0	0	0	$	0	0	no	no	0	0	0
Maitri Road Sand & Gravel Oper	0404157	0	0	0	0	0	$	0	0	no	no	0	0	0
Merced AGG & HMA	0402841	0	0	0	0	0	$	0	0	no	no	0	0	0
Milford Quarry Utah	4202177	0	0	0	0	0	$	0	0	no	no	0	0	0
Miramar Recycle Plant	0402911	0	0	0	0	0	$	0	0	no	no	0	0	0
Northern Portable Crushing #10	0504531	0	0	0	0	0	$	0	0	no	no	0	0	0
Northern Portable Plant 17	0504735	0	0	0	0	0	$	0	0	no	no	0	0	0
Northern Portable Plant 4	4801565	0	0	0	0	0	$	0	0	no	no	0	0	0
Pacific Quarry	4500844	0	0	0	0	0	$	0	0	no	no	0	0	0
Parkdale Quarry	0504635	0	0	0	0	0	$	0	0	no	no	0	0	0
Parsons Sand Gravel	0503215	0	0	0	0	0	$	0	0	no	no	0	0	0
Penrose Sand and Gravel	0504509	0	0	0	0	0	$	0	0	no	no	0	0	0
Pier 92 Marine Aggregates	0405261	0	0	0	0	0	$	151	0	no	no	0	0	0
Platte Sand and Gravel	0504418	0	0	0	0	0	$	0	0	no	no	0	0	0
Portable Plant 1	0504359	0	0	0	0	0	$	0	0	no	no	0	0	0
Portable Plant 11	0503984	0	0	0	0	0	$	0	0	no	no	0	0	0
Portable Plant 21	0504520	0	0	0	0	0	$	0	0	no	no	0	0	0
Red Canyon Quarry	0504136	0	0	0	0	0	$	0	0	no	no	0	0	0
Rich Sand & Gravel	0504186	0	0	0	0	0	$	0	0	no	no	0	0	0
River Ranch AGG	0202646	0	0	0	0	0	$	0	0	no	no	0	0	0
Riverbend Sand Gravel	0504841	0	0	0	0	0	$	0	0	no	no	1	0	0
Salughterhouse AGG	0402251	0	0	0	0	0	$	0	0	no	no	0	0	0
San Andreas AGG	0400539	0	0	0	0	0	$	0	0	no	no	0	0	0

Appendix 1


Sanger AGG	0405799	0	0	0	0	0	$	0	0	no	no	0	0	0
Santa Margarita Aggregates	0401616	0	0	0	0	0	$	0	0	no	no	0	0	0
Santee Plant	0405564	0	0	0	0	0	$	0	0	no	no	0	0	0
Sisquoc Aggregates	0401959	0	0	0	0	0	$	0	0	no	no	0	0	0
Spec Agg Quarry	0500860	0	0	0	0	0	$	0	0	no	no	0	0	0
Sunol Plant	0401859	0	0	0	0	0	$	0	0	no	no	0	0	0
Taft Sand Gravel	0504526	0	0	0	0	0	$	0	0	no	no	0	0	0
Tidewater Oakland Marine Agg	0403002	0	0	0	0	0	$	0	0	no	no	0	0	0
Walstrum Quarry	0503935	0	0	0	0	0	$	604	0	no	no	0	0	2
Yavapai AGG	0201222	0	0	0	0	0	$	0	0	no	no	0	0	0
51 Sand & Gravel	4105381	0	0	0	0	0	$	0	0	no	no	0	0	0
Beckmann Quarry	4101335	1	0	0	0	0	$	1,208	0	no	no	0	0	0
Bedrock Sand Gravel	4103283	0	0	0	0	0	$	0	0	no	no	0	0	0
Bells Savoy SG	4104019	0	0	0	0	0	$	0	0	no	no	1	1	0
***Black Rock Quarry	0300011	0	0	0	0	0	$	0	0	no	no	1	1	0
Black Spur Quarry	4104159	0	0	0	0	0	$	0	0	no	no	0	0	0
***Bridgeport Stone	4100007	0	0	0	0	0	$	0	0	no	no	1	1	0
Broken Bow SG	3400460	0	0	0	0	0	$	0	0	no	no	0	0	0
Davis Quarry	3401299	0	0	0	0	0	$	0	0	no	no	0	0	0
Garfield SG	4103909	0	0	0	0	0	$	0	0	no	no	0	0	0
Garwood Gravel	4102886	0	0	0	0	0	$	0	0	no	no	0	0	0
GMS	000C335	0	0	0	0	0	$	0	0	no	no	0	0	0
Hatton Quarry	0301614	0	0	0	0	0	$	0	0	no	no	0	0	0
Helotes	4103137	0	0	0	0	0	$	0	0	no	no	0	0	0
Highway 211 Quarry	4103829	0	0	0	0	0	$	0	0	no	no	0	0	0
Hondo	4104708	0	0	0	0	0	$	0	0	no	no	0	0	0
Hugo Quarry	3400061	0	0	0	0	0	$	0	0	no	no	0	0	0
Hunter Stone	4105230	0	0	0	0	0	$	0	0	no	no	0	0	0
Idabel Quarry	3400507	0	0	0	0	0	$	0	0	no	no	0	0	0
Jones Mill Quarry	0301586	0	0	0	0	0	$	698	0	no	no	0	0	0
Liberty Ranch Sand	4105268	0	0	0	0	0	$	0	0	no	no	0	0	3
Medina Rock Rail	4105170	0	0	0	0	0	$	267	0	no	no	0	0	0
Merkel Plant	4103848	0	0	0	0	0	$	0	0	no	no	0	0	0
Midlothian Cement	4100071	0	0	0	0	0	$	0	0	no	no	2	0	1
Mill Creek Limestone	3401859	0	0	0	0	0	$	0	0	no	no	1	1	0

Appendix 1


Mill Creek Quarry	3401285	0	0	0	0	0	$	0	0	no	no	0	0	0
North Austin Quarry	4104380	0	0	0	0	0	$	0	0	no	no	0	0	0
North Bridgeport Quarry (Chico Quarry)	4103360	0	0	0	0	0	$	0	0	no	no	0	0	0
Perryville Aggregates	1601417	0	0	0	0	0	$	0	0	no	no	0	0	0
Poteet Sand	4101342	0	0	0	0	0	$	0	0	no	no	0	0	0
Rio Medina	4103594	0	0	0	0	0	$	0	0	no	no	0	0	0
San Pedro Quarry	4101337	0	0	0	0	0	$	0	0	no	no	0	0	0
Sawyer East Quarry Portable	3401809	0	0	0	0	0	$	0	0	no	no	0	0	0
Sawyer Quarry	3401634	0	0	0	0	0	$	151	0	no	no	0	0	0
Slaton Plant	4101111	0	0	0	0	0	$	0	0	no	no	2	1	0
Smithson Valley Quarry	4104108	0	0	0	0	0	$	0	0	no	no	0	0	0
Snyder Quarry	3401651	0	0	0	0	0	$	0	0	no	no	0	0	0
South Texas Port #2 (Gulf Coast Portable #2 )	4104204	0	0	0	0	0	$	0	0	no	no	0	0	0
Tin Top SG	4102852	0	0	0	0	0	$	0	0	no	no	0	0	0
Vealmoor Plant	4101137	0	0	0	0	0	$	0	0	no	no	1	1	0
Washita Quarry	3402049	0	0	0	0	0	$	0	0	no	no	0	0	0
Webberville	4104363	0	0	0	0	0	$	0	0	no	no	0	0	0
**Gabbs Mining Ops	2600002	0	0	0	0	0	$	0	0	no	no	0	0	0
Woodville - Stone	3300156	0	0	0	0	0	$	0	0	no	no	1	0	0
Geology and Exploration	00B7127	0	0	0	0	0	$	0	0	no	no	0	0	0
Salisbury Shop	00B9338	0	0	0	0	0	$	0	0	no	no	0	0	0
TOTAL		14	0	0	0	0	$	14,209	0			15	7	10

*Of the 15 legal actions pending on September 30, 2025, 13 were contests of citations or orders referenced in Subpart B of CFR Part 2700, which includes contests of citations and orders issued under Section 104 of the Mine Act and contests of imminent danger orders under Section 107 of the Mine Act, one was a contest of proposed penalties referenced in Subpart C of 29 CFR Part 2700, which are administrative proceedings before the Commission challenging a civil penalty that MSHA has proposed for the violation contained in a citation or order, and one was a contest of an order issued under Section 103 (K) of the Mine Act.

**Site acquired by the Company on July 25, 2025 as part of the acquisition of assets from Premier Magnesia, LLC.

***Bridgeport Stone Plant and Black Rock Quarry instituted in Q2 and previously omitted.

Appendix 1