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 June 30, 2025

OR

☐ 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.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

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 August 4, 2025
Common Stock, $0.01 par value	60,306,003

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2025

	Page
Part I. Financial Information:
Item 1. Financial Statements
Consolidated Balance Sheets – June 30, 2025 and December 31, 2024		3
Consolidated Statements of Earnings and Comprehensive Earnings – Three and Six Months Ended June 30, 2025 and 2024		4
Consolidated Statements of Cash Flows – Six Months Ended June 30, 2025 and 2024		5
Consolidated Statements of Total Equity – Three and Six Months Ended June 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		24
Item 3. Quantitative and Qualitative Disclosures About Market Risk		36
Item 4. Controls and Procedures		36
Part II. Other Information:
Item 1. Legal Proceedings		37
Item 1A. Risk Factors		37
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		37
Item 4. Mine Safety Disclosures		37
Item 5. Other Information		37
Item 6. Exhibits		38
Signatures		39

Page 2 of 33

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

(UNAUDITED) CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2025			2024
	(In Millions, Except Share and Par Value Data)
ASSETS
Current Assets:
Cash and cash equivalents	$	225		$	670
Restricted cash		11			—
Accounts receivable, net		904			678
Inventories, net		1,155			1,115
Other current assets		98			79
Total Current Assets		2,393			2,542
Property, plant and equipment		15,354			15,086
Allowances for depreciation, depletion and amortization		(5,227	)		(4,977	)
Net property, plant and equipment		10,127			10,109
Goodwill		3,777			3,767
Other intangibles, net		713			730
Operating lease right-of-use assets, net		379			376
Other noncurrent assets		681			646
Total Assets	$	18,070		$	18,170
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable	$	336		$	375
Accrued salaries, benefits and payroll taxes		62			73
Accrued income taxes		156			102
Accrued other taxes		65			50
Accrued interest		39			45
Current maturities of long-term debt		125			125
Current operating lease liabilities		62			56
Other current liabilities		174			190
Total Current Liabilities		1,019			1,016
Long-term debt		5,291			5,288
Deferred income taxes, net		1,178			1,169
Noncurrent operating lease liabilities		331			335
Noncurrent asset retirement obligations		344			423
Other noncurrent liabilities		541			483
Total Liabilities		8,704			8,714
Commitments and contingent liabilities - Note 9		—			—
Equity:
Common stock, par value $0.01 per share (60,305,739 shares and 61,126,646 shares    outstanding at June 30, 2025 and December 31, 2024, respectively)		1			1
Preferred stock, par value $0.01 per share		—			—
Additional paid-in capital		3,562			3,550
Accumulated other comprehensive loss		(9	)		(13	)
Retained earnings		5,809			5,915
Total Shareholders' Equity		9,363			9,453
Noncontrolling interests		3			3
Total Equity		9,366			9,456
Total Liabilities and Equity	$	18,070		$	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						Six Months Ended
	June 30,						June 30,
	2025			2024			2025			2024
	(In Millions, Except Per Share Data)
Revenues	$	1,811		$	1,764		$	3,164		$	3,015
Cost of revenues		1,267			1,247			2,285			2,225
Gross Profit		544			517			879			790
Selling, general and administrative expenses		109			117			239			236
Acquisition, divestiture and integration expenses		2			21			4			41
Other operating income, net		(25	)		(19	)		(16	)		(1,306	)
Earnings from Operations		458			398			652			1,819
Interest expense		57			40			114			80
Other nonoperating income, net		(10	)		(14	)		(20	)		(46	)
Earnings before income tax expense		411			372			558			1,785
Income tax expense		83			78			114			445
Consolidated net earnings		328			294			444			1,340
Less: Net earnings attributable to noncontrolling interests		—			—			—			1
Net Earnings Attributable to Martin Marietta	$	328		$	294		$	444		$	1,339
Consolidated Comprehensive Earnings (See Note 1):
Consolidated comprehensive earnings attributable to    Martin Marietta	$	331		$	295		$	448		$	1,340
Comprehensive earnings attributable to noncontrolling    interests		—			—			—			1
	$	331		$	295		$	448		$	1,341
Net Earnings Attributable to Martin Marietta
Per Common Share:
Basic attributable to common shareholders	$	5.44		$	4.77		$	7.33		$	21.72
Diluted attributable to common shareholders	$	5.43		$	4.76		$	7.31		$	21.66
Weighted-Average Common Shares Outstanding:
Basic		60.3			61.5			60.6			61.6
Diluted		60.4			61.6			60.7			61.8

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

	Six Months Ended
	June 30,
	2025			2024
	(Dollars in Millions)
Cash Flows from Operating Activities:
Consolidated net earnings	$	444		$	1,340
Adjustments to reconcile consolidated net earnings to net cash    provided by operating activities:
Depreciation, depletion and amortization		321			272
Stock-based compensation expense		37			33
Gain on divestitures and sales of assets		(15	)		(1,336	)
Deferred income taxes, net		9			(90	)
Noncash asset and portfolio rationalization charge		—			50
Other items, net		(6	)		(5	)
Changes in operating assets and liabilities, net of effects of    acquisitions and divestitures:
Accounts receivable, net		(226	)		(151	)
Inventories, net		(42	)		(63	)
Accounts payable		48			40
Other assets and liabilities, net		35			83
Net Cash Provided by Operating Activities		605			173
Cash Flows from Investing Activities:
Additions to property, plant and equipment		(412	)		(339	)
Acquisitions, net of cash acquired		—			(2,538	)
Proceeds from divestitures and sales of assets		18			2,121
Investments in limited liability companies		(44	)		—
Other investing activities, net		(14	)		(10	)
Net Cash Used for Investing Activities		(452	)		(766	)
Cash Flows from Financing Activities:
Payments on finance lease obligations		(12	)		(10	)
Dividends paid		(97	)		(92	)
Repurchases of common stock		(450	)		(450	)
Shares withheld for employees’ income tax obligations		(29	)		(28	)
Other financing activities, net		1			—
Net Cash Used for Financing Activities		(587	)		(580	)
Net Decrease in Cash and Cash Equivalents		(434	)		(1,173	)
Cash, Cash Equivalents and Restricted Cash, beginning of period		670			1,282
Cash, Cash Equivalents and Restricted Cash, end of period	$	236		$	109

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 March 31, 2025		60,278,790		$	1	$	3,563		$	(12	)	$	5,529		$	9,081		$	3	$	9,084
Consolidated net earnings		—			—		—			—			328			328			—		328
Other comprehensive earnings,    net of tax		—			—		—			3			—			3			—		3
Dividends declared ($0.79 per common share)		—			—		—			—			(48	)		(48	)		—		(48	)
Issuances of common stock for    stock award plans		26,949			—		—			—			—			—			—		—
Shares withheld for employees'    income tax obligations		—			—		(7	)		—			—			(7	)		—		(7	)
Stock-based compensation    expense		—			—		6			—			—			6			—		6
Balance at June 30, 2025		60,305,739		$	1	$	3,562		$	(9	)	$	5,809		$	9,363		$	3	$	9,366
Balance at December 31, 2024		61,126,646		$	1	$	3,550		$	(13	)	$	5,915		$	9,453		$	3	$	9,456
Consolidated net earnings		—			—		—			—			444			444			—		444
Other comprehensive earnings,    net of tax		—			—		—			4			—			4			—		4
Dividends declared ($1.58 per common share)		—			—		—			—			(96	)		(96	)		—		(96	)
Issuances of common stock for    stock award plans		89,924			—		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		—			—		37			—			—			37			—		37
Balance at June 30, 2025		60,305,739		$	1	$	3,562		$	(9	)	$	5,809		$	9,363		$	3	$	9,366

(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 March 31, 2024		61,639,965		$	1	$	3,512		$	(49	)	$	5,411		$	8,875		$	2		$	8,877
Consolidated net earnings		—			—		—			—			294			294			—			294
Other comprehensive earnings,    net of tax		—			—		—			1			—			1			—			1
Dividends declared ($0.74 per common share)		—			—		—			—			(46	)		(46	)		—			(46	)
Issuances of common stock for stock    award plans		7,245			—		—			—			—			—			—			—
Shares withheld for employees'    income tax obligations		—			—		(1	)		—			—			(1	)		—			(1	)
Repurchases of common stock		(530,157	)		—		—			—			(303	)		(303	)		—			(303	)
Stock-based compensation expense		—			—		18			—			—			18			—			18
Balance at June 30, 2024		61,117,053		$	1	$	3,529		$	(48	)	$	5,356		$	8,838		$	2		$	8,840
Balance at December 31, 2023		61,821,421		$	1	$	3,519		$	(49	)	$	4,563		$	8,034		$	2		$	8,036
Consolidated net earnings		—			—		—			—			1,339			1,339			1			1,340
Other comprehensive earnings,    net of tax		—			—		—			1			—			1			—			1
Dividends declared ($1.48 per common share)		—			—		—			—			(92	)		(92	)		—			(92	)
Issuances of common stock for stock    award plans		81,390			—		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		—			—		33			—			—			33			—			33
Distributions to owners of    noncontrolling interest		—			—		—			—			—			—			(1	)		(1	)
Balance at June 30, 2024		61,117,053		$	1	$	3,529		$	(48	)	$	5,356		$	8,838		$	2		$	8,840

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 June 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.Significant Accounting Policies

Organization

Martin Marietta Materials, Inc. (the Company or Martin Marietta) is a natural resource-based building materials company. As of June 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 cement and downstream products and services, namely, ready mixed concrete, asphalt and paving services, in vertically-integrated structured markets where the Company also has a leading aggregates position. The Company’s heavy-side building materials are used in infrastructure, nonresidential and residential construction projects. Aggregates are also used in agricultural, utility and environmental applications and as railroad ballast. The aggregates, cement and ready mixed concrete, asphalt and paving 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
Product Lines	Aggregates and Asphalt	Aggregates, Cement and Ready Mixed Concrete, Asphalt and Paving Services

The Company’s Magnesia Specialties business, which represents a separate reportable segment, has manufacturing facilities in Manistee, Michigan, and Woodville, Ohio. The Magnesia Specialties business produces magnesia-based products used in a wide range of industrial, agricultural and environmental 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.

Basis of Presentation and Use of Estimates

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (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 and cash flows for the interim periods. The consolidated results of operations for the three and six months ended June 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

Page 7 of 39

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

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.

Restricted Cash

At June 30, 2025, the Company had restricted cash of $11 million, which was 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. 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:

	June 30,		December 31,
	2025		2024
	(Dollars in Millions)
Cash and cash equivalents	$	225	$	670
Restricted cash		11		—
Total cash, cash equivalents and restricted cash    presented in the consolidated statements of cash flows	$	236	$	670

Consolidated Comprehensive Earnings and Accumulated Other Comprehensive Loss

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.

Consolidated comprehensive earnings attributable to Martin Marietta are as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
	(Dollars in Millions)
Net earnings attributable to Martin Marietta	$	328	$	294	$	444	$	1,339
Other comprehensive earnings, net of tax		3		1		4		1
Consolidated comprehensive earnings    attributable to Martin Marietta	$	331	$	295	$	448	$	1,340

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.

Page 8 of 39

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

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 June 30, 2025
Balance at beginning of period	$	(8	)	$	(4	)	$	(12	)
Other comprehensive earnings before reclassifications,    net of tax		—			2			2
Amounts reclassified from accumulated other    comprehensive loss, net of tax		1			—			1
Other comprehensive earnings, net of tax		1			2			3
Balance at end of period	$	(7	)	$	(2	)	$	(9	)
	Three Months Ended June 30, 2024
Balance at beginning of period	$	(47	)	$	(2	)	$	(49	)
Amounts reclassified from accumulated other    comprehensive loss, net of tax		1			—			1
Other comprehensive earnings, net of tax		1			—			1
Balance at end of period	$	(46	)	$	(2	)	$	(48	)

	(Dollars in Millions)
	Pension and Postretirement Benefit Plans			Foreign Currency			Accumulated Other Comprehensive Loss
	Six Months Ended June 30, 2025
Balance at beginning of period	$	(9	)	$	(4	)	$	(13	)
Other comprehensive earnings before reclassifications,    net of tax		—			2			2
Amounts reclassified from accumulated other    comprehensive loss, net of tax		2			—			2
Other comprehensive earnings, net of tax		2			2			4
Balance at end of period	$	(7	)	$	(2	)	$	(9	)
	Six Months Ended June 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		2			—			2
Other comprehensive earnings (loss), net of tax		2			(1	)		1
Balance at end of period	$	(46	)	$	(2	)	$	(48	)

Page 9 of 39

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

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

	Pension and Postretirement Benefit Plans
	Three Months Ended				Six Months Ended
	June 30,				June 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	)
Balance at end of period	$	40	$	53	$	40		$	53

Reclassifications out of accumulated other comprehensive loss are as follows:

	Three Months Ended					Six Months Ended						Affected line items in the consolidated
	June 30,					June 30,						statements of earnings
	2025		2024			2025			2024			and comprehensive earnings
	(Dollars in Millions)
Pension and postretirement    benefit plans
Amortization of prior service    cost	$	1	$	2		$	3		$	3		Other nonoperating income, net
Tax effect		—		(1	)		(1	)		(1	)	Income tax expense
Total	$	1	$	1		$	2		$	2

Earnings per Common Share

The numerator for basic and diluted earnings per common share is net earnings attributable to Martin Marietta. The denominator for basic earnings per common share is the weighted-average number of common shares outstanding during the period. Diluted earnings per common share is computed assuming that the weighted-average number of common shares is increased by the conversion, using the treasury stock method, of awards to be issued to employees and nonemployee members of the Company’s Board of Directors under certain stock-based compensation arrangements if the conversion is dilutive.

The following table reconciles the denominator for basic and diluted earnings per common share:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
	(In Millions)
Basic weighted-average common shares outstanding		60.3		61.5		60.6		61.6
Effect of dilutive employee and director awards		0.1		0.1		0.1		0.2
Diluted weighted-average common shares outstanding		60.4		61.6		60.7		61.8

Page 10 of 39

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

New Accounting Pronouncements

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.

Reclassifications

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.

2.Business Combinations and Divestitures

Business Combinations

Revenues and pretax earnings attributable to operations acquired in the first six months of 2024 (as subsequently described) included in the Company's consolidated statements of earnings and comprehensive earnings were $83 million and $11 million, respectively, for the three months ended June 30, 2024, and $97 million and $12 million, respectively, for the six months ended June 30, 2024. The pretax earnings for both the quarter and year-to-date periods ended June 30, 2024 include 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.

Page 11 of 39

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

The Company determined the acquisition-date fair values of assets acquired and liabilities assumed. As of June 30, 2025, 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.

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		Six Months Ended
	June 30, 2024
	(Dollars in Millions)
Revenues	$	1,764	$	3,067
Net earnings from continuing operations    attributable to Martin Marietta	$	324	$	1,373

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. The Company has recorded preliminary fair values of the assets acquired and liabilities assumed, which are subject to additional

Page 12 of 39

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

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 June 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 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 June 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.

Divestitures

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 six months ended June 30, 2024 and is exclusive of transaction expenses incurred due to the divestiture. The divested operations and the gain on divestiture were reported in the West Group.

Subsequent Events

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 Magnesia Specialties business. The Company is in the process of determining the acquisition-date fair values of assets acquired and liabilities assumed.

On August 3, 2025, the Company entered into a definitive agreement with Quikrete Holdings, Inc. (Quikrete) for the exchange of certain assets. Under the terms of the agreement, Martin Marietta will receive aggregates operations producing approximately 20 million tons annually in Virginia, Missouri, Kansas and Vancouver, British Columbia, as well as $450 million of cash. In exchange, Quikrete will receive the Company’s Midlothian cement plant, related cement terminals and North Texas ready mixed concrete assets. The transaction is expected to close in the first quarter of 2026, subject to regulatory approvals and other customary closing conditions.

Page 13 of 39

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

3.Goodwill

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

	East		West
	Group		Group		Total
	(Dollars in Millions)
Balance at January 1, 2025	$	1,031	$	2,736	$	3,767
Adjustments to purchase price allocations		—		10		10
Balance at June 30, 2025	$	1,031	$	2,746	$	3,777

4.Inventories, Net

	June 30,			December 31,
	2025			2024
	(Dollars in Millions)
Finished products	$	1,395		$	1,327
Products in process		27			24
Raw materials		88			65
Supplies and expendable parts		165			162
Total inventories		1,675			1,578
Less: allowances		(520	)		(463	)
Inventories, net	$	1,155		$	1,115

5.Debt

	June 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		228			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
Total debt		5,416			5,413
Less: current maturities		(125	)		(125	)
Long-term debt	$	5,291		$	5,288

Page 14 of 39

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

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 June 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 June 30, 2025 and December 31, 2024, the Company had $3 million of outstanding letters of credit issued under the Revolving Facility.

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 June 30, 2025.

The Company, through a wholly-owned special-purpose subsidiary, has a $400 million trade receivable securitization facility (the Trade Receivable Facility) that matures on September 17, 2025. 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 0.8%. 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 $500 million. There were no borrowings outstanding under the Trade Receivable Facility as of June 30, 2025 and December 31, 2024.

6.Financial Instruments

The Company’s financial instruments include temporary cash investments, restricted cash, accounts receivable, accounts payable, 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 June 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.

Page 15 of 39

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

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 $5.4 billion and $4.9 billion, respectively, at June 30, 2025 and $5.4 billion and $4.8 billion, respectively, at December 31, 2024. 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.

7.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 were 20.5% and 25.0% for the six months ended June 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 six months ended June 30, 2025, the Company's annualized effective tax rate includes the proportional amortization of these investments of $46 million, offset by $42 million of tax credits and $8 million of other tax benefits. The proportional amortization and related tax credits and benefits for the six months ended June 30, 2024 were immaterial.

As of June 30, 2025, the Company has committed to equity contributions of $45 million for tax equity investments related to RETC projects. These commitments, which are expected to be paid in 2025, are recorded in Other current liabilities on the consolidated balance sheet. On July 1, 2025, the Company entered into an agreement to invest an additional $45 million for RETC projects by the end of 2025.

The Internal Revenue Service has provided certain disaster tax relief for North Carolina businesses affected by Hurricanes Debby and Helene, which allows 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 will be due September 25, 2025. The Company had deferred income tax payments of $150 million under this provision as of June 30, 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 will result in a reclassification between current taxes payable and deferred tax liabilities which will be reflected in the period ending September 30, 2025.

Page 16 of 39

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

8.Pension Benefits

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
	(Dollars in Millions)
Service cost	$	9		$	10		$	18		$	19
Interest cost		14			15			29			28
Expected return on assets		(20	)		(21	)		(41	)		(39	)
Amortization of:
Prior service cost		1			2			3			3
Actuarial loss		—			—			1			—
Net periodic benefit cost	$	4		$	6		$	10		$	11

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.

9.Commitments and Contingencies

Legal and Administrative Proceedings

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

Letters of Credit

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 June 30, 2025, the Company was contingently liable for $32 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 Magnesia Specialties business represents an individual operating and reportable segment.

Page 17 of 39

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

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.

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. Income tax expense is not allocated to the Company's reportable segments.

Earnings from operations for the West Group for the six months ended June 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).

	Three Months Ended June 30, 2025
	(Dollars in Millions)
	East Group			West Group			Magnesia Specialties		Total Reportable Segments			Corporate			Total
Segment Revenues	$	868		$	853		$	90	$	1,811		$	—		$	1,811
Less:
Labor and benefits expense		108			105			10		223			—			223
Raw materials expense		21			112			5		138			—			138
Depreciation, depletion and amortization   expense		80			73			4		157			1			158
Energy expense		38			37			8		83			—			83
External freight expense		32			60			9		101			—			101
Other costs of revenues		285			253			18		556			8			564
Selling, general and administrative expenses		40			49			5		94			15			109
Acquisition, divestiture and integration   expenses		—			—			—		—			2			2
Other operating income, net		(2	)		(1	)		—		(3	)		(22	)		(25	)
Segment Earnings (Loss) from Operations	$	266		$	165		$	31	$	462		$	(4	)	$	458
Interest expense																57
Other nonoperating income, net																(10	)
Consolidated earnings before income tax expense															$	411

Page 18 of 39

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

	Three Months Ended June 30, 2024
	(Dollars in Millions)
	East Group			West Group		Magnesia Specialties			Total Reportable Segments			Corporate			Total
Segment Revenues	$	823		$	860	$	81		$	1,764		$	—		$	1,764
Less:
Labor and benefits expense		103			102		9			214			—			214
Raw materials expense		23			129		5			157			—			157
Depreciation, depletion and amortization   expense		65			64		4			133			1			134
Energy expense		40			37		8			85			—			85
External freight expense		32			58		8			98			—			98
Other costs of revenues		277			252		20			549			10			559
Selling, general and administrative expenses		35			46		5			86			31			117
Acquisition, divestiture and integration   expenses		—			1		—			1			20			21
Other operating income, net		(1	)		—		(3	)		(4	)		(15	)		(19	)
Segment Earnings (Loss) from Operations	$	249		$	171	$	25		$	445		$	(47	)	$	398
Interest expense																40
Other nonoperating income, net																(14	)
Consolidated earnings before income tax expense															$	372

	Six Months Ended June 30, 2025
	(Dollars in Millions)
	East Group			West Group		Magnesia Specialties		Total Reportable Segments		Corporate			Total
Segment Revenues	$	1,466		$	1,520	$	178	$	3,164	$	—		$	3,164
Less:
Labor and benefits expense		200			200		21		421		—			421
Raw materials expense		22			188		10		220		—			220
Depreciation, depletion and amortization   expense		152			140		8		300		2			302
Energy expense		69			69		17		155		—			155
External freight expense		51			111		17		179		—			179
Other costs of revenues		475			494		31		1,000		8			1,008
Selling, general and administrative expenses		81			101		10		192		47			239
Acquisition, divestiture and integration   expenses		—			—		—		—		4			4
Other operating (income) expense, net		(2	)		3		—		1		(17	)		(16	)
Segment Earnings (Loss) from Operations	$	418		$	214	$	64	$	696	$	(44	)	$	652
Interest expense														114
Other nonoperating income, net														(20	)
Consolidated earnings before income    tax expense													$	558

Page 19 of 39

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

	Six Months Ended June 30, 2024
	(Dollars in Millions)
	East Group			West Group			Magnesia Specialties			Total Reportable Segments			Corporate			Total
Segment Revenues	$	1,349		$	1,505		$	161		$	3,015		$	—		$	3,015
Less:
Labor and benefits expense		192			201			19			412			—			412
Raw materials expense		23			208			10			241			—			241
Depreciation, depletion and amortization   expense		114			127			7			248			2			250
Energy expense		71			71			16			158			—			158
External freight expense		52			103			15			170			—			170
Other costs of revenues		454			488			38			980			14			994
Selling, general and administrative expenses		69			95			10			174			62			236
Acquisition, divestiture and integration   expenses		—			16			—			16			25			41
Other operating income, net		(4	)		(1,274	)		(2	)		(1,280	)		(26	)		(1,306	)
Segment Earnings (Loss) from Operations	$	378		$	1,470		$	48		$	1,896		$	(77	)	$	1,819
Interest expense																	80
Other nonoperating income, net																	(46	)
Consolidated earnings before income tax expense																$	1,785

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.

	June 30,		December 31,
	2025		2024
Assets employed:	(Dollars in Millions)
East Group	$	8,711	$	8,452
West Group		7,965		7,941
Magnesia Specialties		291		269
Total reportable segments		16,967		16,662
Corporate		1,103		1,508
Total	$	18,070	$	18,170

	Six Months Ended
	June 30,
	2025		2024
Total property additions, including the impact of acquisitions:	(Dollars in Millions)
East Group	$	192	$	2,063
West Group		117		605
Magnesia Specialties		16		16
Total reportable segments		325		2,684
Corporate		11		8
Total	$	336	$	2,692

Page 20 of 39

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

	Six Months Ended
	June 30,
	2025		2024
Property additions through business combinations:	(Dollars in Millions)
East Group	$	—	$	1,961
West Group		—		472
Total reportable segments		—		2,433
Corporate		—		—
Total	$	—	$	2,433

11.Revenues and Gross Profit

The following tables, which are reconciled to consolidated amounts, provide revenues and gross profit (loss) by line of business: Building Materials (further divided by product line) and Magnesia Specialties. Interproduct revenues represent sales from the aggregates product line to the cement and ready mixed concrete and asphalt and paving product lines.

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2025			2024			2025			2024
	(Dollars in Millions)
Revenues:
Building Materials business:
Aggregates	$	1,320		$	1,242		$	2,322		$	2,127
Cement and ready mixed concrete		245			261			477			526
Asphalt and paving services		228			245			308			303
Less: interproduct revenues		(72	)		(65	)		(121	)		(102	)
Total Building Materials business		1,721			1,683			2,986			2,854
Magnesia Specialties		90			81			178			161
Total	$	1,811		$	1,764		$	3,164		$	3,015
Gross profit (loss):
Building Materials business:
Aggregates	$	430		$	392		$	726		$	632
Cement and ready mixed concrete		54			72			78			103
Asphalt and paving services		33			37			11			15
Total Building Materials business		517			501			815			750
Magnesia Specialties		36			27			74			56
Corporate		(9	)		(11	)		(10	)		(16	)
Total	$	544		$	517		$	879		$	790

Page 21 of 39

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

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 June 30, 2025 and 2024 were $252 million and $377 million, respectively, where the remaining periods to complete these obligations ranged from one month to 30 months and one month to 18 months, respectively.

Service Revenues. Service revenues were $102 million and $117 million for the three months ended June 30, 2025 and 2024, respectively, and reported in the West Group. Service revenues for the six months ended June 30, 2025 and 2024 were $137 million and $143 million, respectively. Service revenues include paving services located in California through its April 2025 divestiture date and Colorado.

12.Supplemental Cash Flow Information

Noncash investing and financing activities are as follows:

	Six Months Ended
	June 30,
	2025			2024
	(Dollars in Millions)
Accrued liabilities for purchases of property, plant and equipment	$	61		$	49
Right-of-use assets obtained in exchange for new    operating lease liabilities	$	42		$	43
Right-of-use assets obtained in exchange for    new finance lease liabilities	$	16		$	9
Remeasurement of finance lease right-of-use assets	$	50		$	25
Remeasurement of operating lease right-of-use assets	$	(1	)	$	3
Accrued benefits on life insurance contracts	$	5		$	—

Supplemental disclosures of cash flow information are as follows:

	Six Months Ended
	June 30,
	2025		2024
	(Dollars in Millions)
Cash paid for interest, net of capitalized amount	$	115	$	76
Cash paid for income taxes, net of refunds	$	32	$	374

Page 22 of 39

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2025

(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

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 six months ended June 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 six months ended June 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 23 of 39

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 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 June 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 cement and downstream products, namely, ready mixed concrete, asphalt and paving services, in certain vertically-integrated structured markets where the Company has a leading aggregates position. The Company’s heavy-side building materials are used in infrastructure, nonresidential and residential construction projects. Aggregates are also used in agricultural, utility and environmental applications and as railroad ballast. The aggregates, cement and ready mixed concrete and asphalt and paving 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
Product Lines	Aggregates and Asphalt	Aggregates, Cement and 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.

The Company has a Magnesia Specialties business with manufacturing facilities in Manistee, Michigan, and Woodville, Ohio. The Magnesia Specialties business produces magnesia-based products used in a wide range of industrial, agricultural and environmental 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.

Page 24 of 39

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2025

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

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 six months ended June 30, 2025.

RESULTS OF OPERATIONS

Earnings 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, 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 calculation, acquisition, divestiture and integration expenses and the Inventory Markup only for transactions with consideration of $2.0 billion or more and expected acquisition, divestiture and integration expenses of at least $15 million.

Adjusted EBITDA is not defined by accounting principles generally accepted in the United States (GAAP) and, as such, should not be construed as an alternative to net earnings attributable to Martin Marietta, earnings from operations or operating cash flow. Since Adjusted EBITDA excludes some, but not all, items that affect net earnings and may vary among companies, Adjusted EBITDA as presented by the Company may not be comparable with similarly titled measures of other companies.

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

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
	(Dollars in Millions)
Net earnings attributable to Martin Marietta	$	328	$	294	$	444	$	1,339
Add back (Deduct):
Interest expense, net of interest income		56		33		107		47
Income tax expense for controlling interests		83		78		114		445
Depreciation, depletion and amortization expense    and earnings/loss from nonconsolidated equity    affiliates		163		140		317		268
Acquisition, divestiture and integration expenses		—		19		—		37
Impact of selling acquired inventory after markup to    fair value as part of acquisition accounting		—		20		—		20
Nonrecurring gain on divestiture		—		—		—		(1,331	)
Noncash asset and portfolio rationalization charge		—		—		—		50
Adjusted EBITDA	$	630	$	584	$	982	$	875

Page 25 of 39

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2025

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

Quarter Ended June 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 June 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 the case may be.

	Three Months Ended June 30,
	2025			2024
	Amount			Amount
	(Dollars in Millions)
Revenues:
Building Materials business:
East Group
Aggregates	$	836		$	785
Asphalt		40			46
Less: Interproduct revenues		(8	)		(8	)
East Group Total		868			823
West Group
Aggregates		484			457
Cement and ready mixed concrete		245			261
Asphalt and paving services		188			199
Less: Interproduct revenues		(64	)		(57	)
West Group Total		853			860
Total Building Materials business		1,721			1,683
Total Magnesia Specialties		90			81
Total	$	1,811		$	1,764

	Three Months Ended June 30,
	2025				2024
	Amount			% of Revenues	Amount			% of Revenues
	(Dollars in Millions)
Gross profit (loss):
Building Materials business:
Aggregates	$	430		33%	$	392		32%
Cement and ready mixed concrete		54		22%		72		28%
Asphalt and paving services		33		15%		37		15%
Total Building Materials business		517		30%		501		30%
Magnesia Specialties		36		40%		27		34%
Corporate		(9	)			(11	)
Total	$	544		30%	$	517		29%

Page 26 of 39

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2025

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

Building Materials Business

The following table presents shipment data for the Building Materials business:

	Three Months Ended June 30,
	2025		2024		% Change
	(In Millions)
Aggregates tons		52.7		53.0		(0.6	)%
Cement tons		0.5		0.5		(11.5	)%
Ready Mixed Concrete cubic yards		1.2		1.2		(1.2	)%
Asphalt tons		2.3		2.5		(6.6	)%

Second-quarter aggregates shipments decreased 0.6% to 52.7 million tons as wet weather in May 2025 and continued residential market softness across Southeast, Southwest and Midwest markets more than offset contributions from acquisitions. Pricing momentum continued as average selling price (ASP) increased 7.4% to $23.21 per ton.

Aggregates gross profit increased 9% from the prior-year quarter to $430 million and gross margin expanded 94 basis points to 33%, driven by organic pricing growth in excess of cost increases. Aggregates gross profit per ton increased 10% to $8.16. 2024 aggregates gross profit included a $20 million Inventory Markup charge associated with the Blue Water Industries LLC acquisition (the BWI Southeast acquisition; see Note 2 to the unaudited consolidated financial statements).

Cement and ready mixed concrete revenues decreased 6% to $245 million compared with the prior-year quarter due primarily to slower residential demand. Gross profit decreased 25% to $54 million due to higher ready mix raw material costs.

Asphalt and paving revenues decreased 7% from the prior-year quarter to $228 million, driven by lower asphalt shipments in Colorado and Minnesota and the sale of the California paving business in April 2025. Gross profit decreased 8% to $33 million due to reduced operating leverage stemming from lower shipments.

Aggregates End-Use Markets

Aggregates shipments to the infrastructure market increased 1% quarter-over-quarter as volumes to several highway and Hurricane Helene relief projects were offset by inclement weather in several of the Company's key markets. The infrastructure market accounted for 37% of second-quarter aggregates shipments.

Aggregates shipments to the nonresidential market were flat, reflecting contributions from distribution and data centers in the Southeast and Southwest, offset by delayed project starts in Texas. The nonresidential market represented 35% of second-quarter aggregates shipments.

Aggregates shipments to the residential market decreased 4%, driven by continued general softness in single-family housing resulting from affordability headwinds. The residential market accounted for 23% of second-quarter aggregates shipments.

The ChemRock/Rail market accounted for the remaining 5% of second-quarter aggregates shipments. Volumes to this end use market were flat quarter-over-quarter.

Page 27 of 39

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2025

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

Magnesia Specialties Business

Magnesia Specialties second-quarter revenues of $90 million increased 12% while gross profit increased 32% to $36 million, and gross margin improved 605 basis points to 40% due to higher prices, improved lime shipments and operational reliability and efficiency gains.

Consolidated Operating Results

Consolidated SG&A for the second quarter of 2025 was 6.0% of revenues compared with 6.7% in the prior-year quarter resulting from lower stock compensation expense.

Net earnings attributable to Martin Marietta were $328 million, or $5.43 per diluted share, in 2025 compared with $294 million, or $4.76 per diluted share, in 2024. 2024 included an after-tax charge of $15 million, or $0.24 per diluted share, for the Inventory Markup and an after-tax charge of $16 million, or $0.26 per diluted share, for acquisition and integration expenses related to the BWI Southeast acquisition.

Six Months Ended June 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 six months ended June 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 the case may be.

	Six Months Ended June 30,
	2025			2024
	Amount			Amount
	(Dollars in Millions)
Revenues:
Building Materials business:
East Group
Aggregates	$	1,434		$	1,312
Asphalt		40			45
Less: Interproduct revenues		(8	)		(8	)
East Group Total		1,466			1,349
West Group
Aggregates		888			815
Cement and ready mixed concrete		477			526
Asphalt and paving services		268			258
Less: Interproduct revenues		(113	)		(94	)
West Group Total		1,520			1,505
Total Building Materials business		2,986			2,854
Total Magnesia Specialties		178			161
Total	$	3,164		$	3,015

Page 28 of 39

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2025

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

	Six Months Ended June 30,
	2025				2024
	Amount			% of Revenues	Amount			% of Revenues
	(Dollars in Millions)
Gross profit (loss):
Building Materials business:
Aggregates	$	726		31%	$	632		30%
Cement and ready mixed concrete		78		16%		103		20%
Asphalt and paving services		11		4%		15		5%
Total Building Materials business		815		27%		750		26%
Magnesia Specialties		74		42%		56		35%
Corporate		(10	)			(16	)
Total	$	879		28%	$	790		26%

Building Materials Business

The following table presents shipment data for the Building Materials business:

	Six Months Ended June 30,
	2025		2024		% Change
	(In Millions)
Aggregates tons		91.7		89.6		2.3	%
Cement tons		0.9		1.1		(19.5	)%
Ready Mixed Concrete cubic yards		2.3		2.4		(4.0	)%
Asphalt tons		3.0		3.0		(0.9	)%

Year-to-date aggregates shipments increased 2.3%, due to contributions from acquisitions, partially offset by adverse weather across many Southeast, Southwest and Midwest markets. Aggregates average selling price per ton of $23.45 increased 7.2% due to strong realization of the cumulative effects of 2024 and 2025 price increases. Aggregates gross profit improved 15% to $726 million, driven by organic pricing growth in excess of cost increases and margin-accretive acquisitions.

Cement and ready mixed concrete revenues decreased 9% to $477 million, primarily attributable to slower residential demand, weather-driven delays and the February 2024 divestiture of the 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 25% to $78 million, compared with the prior-year period, reflecting lower revenues and higher raw material costs.

Asphalt and paving revenues increased 2% to $308 million. Gross profit decreased 27% to $11 million, compared with the prior-year period, as the combination of lower asphalt shipments and higher raw materials costs more than offset pricing growth.

Aggregates End-Use Markets

Aggregates shipments to the infrastructure market increased 2% as contributions from operations acquired more than offset weather-driven project delays. The infrastructure market accounted for 35% of year-to-date aggregates shipments.

Page 29 of 39

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2025

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

Aggregates shipments to the nonresidential market increased 2%, reflecting contributions from acquired operations and increased data center shipments that more than offset wet weather in many of the Company's markets. The nonresidential market represented 36% of year-to-date aggregates shipments.

Aggregates shipments to the residential market increased 1%, driven by contributions from acquired operations. 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 24% of year-to-date aggregates shipments.

The ChemRock/Rail market accounted for the remaining 5% of year-to-date aggregates shipments. Volumes to this end use market increased 9% year-to-date due to robust agricultural lime and ballast shipments.

Magnesia Specialties Business

Magnesia Specialties year-to-date revenues of $178 million increased 10% and gross profit increased 32% to $74 million, due to improved lime shipments, strong pricing improvement and continued cost discipline.

Consolidated Operating Results

Consolidated SG&A for the six months ended June 30 was 7.6% of revenues compared with 7.8% in the prior-year period.

For the six months ended June 30, consolidated other operating income, net, was $16 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).

For the six months ended June 30, other nonoperating income, net, was $20 million and $46 million in 2025 and 2024, respectively, with the decrease resulting from lower interest income.

For the six months ended June 30, 2025 and 2024, the effective income tax rates were 20.5% and 25.0%, 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.

For the six months ended June 30, net earnings attributable to Martin Marietta were $444 million, or $7.31 per diluted share, in 2025 compared with $1.3 billion, or $21.66 per diluted share, in 2024. 2024 included an after-tax gain of $976 million, or $15.79 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 $0.24 per diluted share, for the Inventory Markup and after-tax acquisition, divestiture and integration expenses of $29 million, or $0.47 per diluted share, related to the BWI Southeast acquisition and the Divestiture.

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operating activities for the six months ended June 30, 2025 and 2024 was $605 million and $173 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, in 2024, operating cash flow reflects deducting the nonrecurring gain on the Divestiture and adding back the noncash Rationalization Charge. 2024 operating cash flow also included higher income tax payments resulting from the taxable gain associated with the Divestiture.

Page 30 of 39

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2025

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

The Internal Revenue Service has provided certain disaster tax relief for North Carolina businesses affected by Hurricanes Debby and Helene, which allows 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 will be due September 25, 2025. The Company deferred income tax payments of $150 million under this provision as of June 30, 2025.

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 six months ended June 30, 2025 and 2024, the Company paid $412 million and $339 million, respectively, for additions to property, plant and equipment.

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 six months of 2025, the Company repurchased 910,831 shares of common stock at an average price of $494.04 and an aggregate cost of $450 million. At June 30, 2025, 11.0 million shares of common stock remain under the Company’s repurchase authorization.

The Company, through a wholly-owned special-purpose subsidiary, has a $400 million trade receivable securitization facility (the Trade Receivable Facility) that matures on September 17, 2025. The Trade Receivable Facility contains a cross-default provision to the Company’s other debt agreements.

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 June 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 June 30, 2025, there were no amounts outstanding under the Trade Receivable Facility or under the Revolving Facility, and the Company had $1.2 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.

Page 31 of 39

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2025

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

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 that have been 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 be materially different from actual results. These statements, which are forward-looking statements under the Private Securities Litigation Reform Act of 1995, provide the investor with the Company’s expectations or forecasts of future events. You can identify these statements by the fact that they do not relate only to historical or current facts. They may use words such as “anticipate,” “may,” “expect,” “should,” “believe,” “project,” “intend,” “will,” and other words of similar meaning in connection with future events or future operating or financial performance. Any, or all of, management’s forward-looking statements herein and in other publications may turn out to be wrong.

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 be materially different 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 ability of the Company to face challenges, including shipment declines resulting from economic and weather events beyond the Company's control;

•a widespread decline in aggregates pricing, including a decline in aggregates shipment volume negatively affecting aggregates price;

•the history of both cement and ready mixed concrete being subject to significant changes in supply, demand and price fluctuations;

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

•the impact of the new Administration on the amount available under and timing of federal and state infrastructure spending;

•the level and timing of federal, state or local transportation or infrastructure or public projects funding and any issues arising from such federal and state budgets, most particularly in Texas, North Carolina, Colorado, California, Georgia, Florida, Minnesota, Arizona, South Carolina and Iowa;

•the United States Congress’ inability to reach agreement among themselves or with the Executive Branch on policy issues that impact the federal budget;

•the ability of states and/or other entities to finance approved projects either with tax revenues or alternative financing structures;

•levels of construction spending in the markets the Company serves;

•a reduction in defense spending and the subsequent impact on construction activity on or near military bases;

Page 32 of 39

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2025

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

•a decline in energy-related construction activity resulting from a sustained period of low global oil prices or changes in oil production patterns or capital spending in response to such a decline, particularly in Texas;

•sustained high mortgage interest rates and other factors that have resulted in a slowdown in private construction in some geographies;

•unfavorable weather conditions, particularly Atlantic Ocean, Pacific Ocean and Gulf Coast storm and hurricane activity, wildfires, the late start to spring or the early onset of winter and the impact of a drought, excessive rainfall or extreme temperatures in the markets served by the Company, any of which can significantly affect production schedules, volumes, product and/or geographic mix and profitability;

•the volatility of fuel and energy costs, particularly diesel fuel, electricity, natural gas and the impact on the cost, or the availability generally, of other consumables, namely steel, explosives, tires and conveyor belts, and with respect to the Company’s Magnesia Specialties business, natural gas;

•continued increases in the cost of other repair and supply parts;

•construction labor shortages and/or supply chain challenges;

•labor relations risks, including unionization efforts, work stoppages or strikes, particularly in jurisdictions with increasing labor advocacy and evolving labor law frameworks;

•workforce demographics-related risks, including difficulty recruiting and retaining skilled employees, particularly for physically demanding roles in rural or less-populated markets;

•unexpected equipment failures, unscheduled maintenance, industrial accident or other prolonged and/or significant disruption to production facilities;

•the resiliency and potential declines of the Company's various construction end-use markets;

•the potential negative impacts of outbreak of diseases, epidemic or pandemic, or similar public health threat, or fear of such event, and its related economic or societal response, including any impact on the Company's suppliers, customers or other business partners as well as on its employees;

•the performance of the United States economy;

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

•future implementation of emissions-based taxes or carbon-pricing schemes and/or more stringent state or federal climate-related regulatory requirements that may materially increase cement operating costs or restrict cement production capacity;

•difficulty in securing timely land use approvals or environmental permits for development, expansion, or ongoing operations in the face of potentially shifting public and regulatory expectations;

•the outcome of environmental or land use-related proceedings, or increased costs associated with regulatory obligations linked to resource extraction, including site reclamation;

•transportation availability or a sustained reduction in capital investment by the railroads, notably the availability of railcars, locomotive power and the condition of rail infrastructure to move trains to supply the Company’s Texas, Southeast and Gulf Coast markets, including the movement of essential dolomitic lime for magnesia chemicals to the Company’s plant in Manistee, Michigan and its customers;

•increased transportation costs, including increases from higher or fluctuating passed-through energy costs or fuel surcharges, and other costs to comply with tightening regulations, as well as higher volumes of rail and water shipments;

•availability of trucks and licensed drivers for transport of the Company’s materials;

•availability and cost of construction equipment in the United States;

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

Page 33 of 39

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2025

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

•potential impact on costs, supply chain, oil and gas prices, or other matters relating to geopolitical conflicts, including the war between Russia and Ukraine, the war in Israel and related conflict in the Middle East and any potential conflict between China and Taiwan;

•trade disputes with one or more nations impacting the U.S. economy, including the impact of tariffs;

•unplanned changes in costs or realignment of customers that introduce volatility to earnings, including that of the Magnesia Specialties business;

•proper functioning of information technology and automated operating systems to manage or support operations;

•risks associated with third-party technology vendors, including exposure to cybersecurity vulnerabilities or service outages due to reliance on external software platforms or IT infrastructure;

•inflation and its effect on both production and interest costs;

•the concentration of customers in construction markets and the increased risk of potential losses on customer receivables;

•the impact of the level of demand in the Company’s end-use markets, production levels and management of production costs on the operating leverage and therefore profitability of the Company;

•risks related to our pending Quikrete transaction, including the ability to obtain regulatory approvals, satisfy closing conditions, transaction costs, integration challenges, market conditions, and the impact of the pending transaction on the Company’s stakeholders;

•the possibility that the expected synergies from acquisitions will not be realized or will not be realized within the expected time period, including achieving anticipated profitability to maintain compliance with the Company’s leverage ratio debt covenants;

•the strategic benefits, outlook, performance and opportunities expected as a result of acquisitions and portfolio optimization will not be realized;

•risks related to executive succession planning, retention and development of leadership talent critical to strategic execution, including potential adverse effects in the event of unexpected transitions or departures;

•changes in tax laws, the interpretation of such laws and/or administrative practices, including acquisitions or divestitures, that would increase the Company’s tax rate;

•violation of the Company’s debt covenants if price and/or volumes return to previous levels of instability;

•cybersecurity risks;

•downward pressure on the Company’s common stock price and its impact on goodwill impairment evaluations;

•the possibility of a reduction of the Company’s credit rating to non-investment grade; and

•other risk factors listed from time to time found in the Company’s filings with the SEC.

You should consider these forward-looking statements in light of risk factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and other periodic filings made with the SEC. All of the Company’s forward-looking statements should be considered in light of these factors. In addition, other risks and uncertainties not presently known to the Company or that the Company considers immaterial could affect the accuracy of its forward-looking statements, or adversely affect or be material to the Company. The Company assumes 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

Page 34 of 39

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2025

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

(Continued)

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 35 of 39

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 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 or escalating costs.

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 60% of aggregates shipments for the six months ended June 30, 2025, is affected by interest rates. While unchanged since December 31, 2024, the target federal funds rate remains above historical levels.

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 June 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. There were no borrowings outstanding on either facility at June 30, 2025. However, any future borrowings under the credit facilities or outstanding variable-rate debt are exposed to interest rate risk.

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 cement product line and Magnesia Specialties business each have varying fixed-price agreements for a portion of their 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 by $32 million.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. As of June 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 June 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 36 of 39

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2025

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

See Note 9 Commitments and Contingencies, Legal and Administrative Proceedings 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
April 1, 2025 - April 30, 2025		—	$	—		—		11,024,507
May 1, 2025 - May 31, 2025		—	$	—		—		11,024,507
June 1, 2025 - June 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 June 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 37 of 39

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2025

PART II. OTHER INFORMATION

(Continued)

Item 6. Exhibits.

Exhibit No.	Document
31.01	Certification dated August 7, 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 August 7, 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 August 7, 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 August 7, 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 38 of 39

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: August 7, 2025	By:	/s/ Michael J. Petro
		Michael J. Petro
		Senior Vice President and Chief Financial Officer
		(Authorized Officer and Principal Financial Officer)

Page 39 of 39