Martin Marietta Materials MLM · USD

Note O: Segments As of December 31, 2025, the Building Materials business is comprised of four divisions that represent individual operating segments. These operating segments are consolidated into two reportable segments, the East Group and the West Group, for financial reporting purposes, as they meet the aggregation criteria. The Specialties business represents an individual operating and reportable segment. The accounting policies used for segment reporting are the same as those described in Note A.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 include 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 include mainly repairs and maintenance, contract services, supplies and royalties. Corporate loss from operations primarily includes depreciation and amortization of corporate assets; expenses for corporate administrative functions; acquisition, divestiture and integration expenses; and other nonrecurring income and expenses not attributable to operations of the Company's other operating segments. Earnings from operations for the West Group included an asset and portfolio rationalization charge of $21 million (see note R) in 2025; a $1.3 billion gain and $16 million of transaction expenses in 2024 and $6 million of transaction expenses in 2023 on the divestiture of the South Texas cement business and certain of its related ready mixed concrete operations (see Note B); and an asset and portfolio rationalization charge of $50 million (see Note R) in 2024.

Note P: Revenues and Gross Profit The following tables, which are reconciled to consolidated amounts and reflect continuing operations only, provide revenues and gross profit (loss) by line of business: Building Materials (further divided by product line) and Specialties. Interproduct revenues represent sales from the aggregates product line to the other building materials product line. years ended December 31(in millions)Revenues 2025 2024 2023 Building Materials business: Aggregates $ 5,004 $ 4,514 $ 4,302 Other Building Materials 992 1,078 1,479 Less: interproduct revenues (287 ) (250 ) (245 ) Total Building Materials business 5,709 5,342 5,536 Specialties 441 320 315 Total $ 6,150 $ 5,662 $ 5,851 years ended December 31(in millions)Gross profit (loss) 2025 2024 2023 Building Materials business: Aggregates $ 1,677 $ 1,449 $ 1,378 Other Building Materials 98 119 267 Total Building Materials business 1,775 1,568 1,645 Specialties 137 107 97 Corporate (23 ) (39 ) 3 Total $ 1,889 $ 1,636 $ 1,745 Effective September 30, 2025, the Company combined the cement and ready mixed concrete and the asphalt and paving services product lines (hereinafter, other building materials). This change was driven by the reduced significance of each of these product lines relative to revenues from continuing operations and earnings from continuing operations as a result of the pending divestiture of the Company's Midlothian cement plant, related cement terminals and Texas ready mixed concrete plants (see Note B) and associated reclassification of these revenues and earnings to discontinued operations for all periods presented. The above information for 2024 and 2023 has been reclassified to conform to current-year presentation. For the year ended December 31, 2024, the cement and ready mixed concrete product line reported revenues of $1.1 billion and gross profit of $260 million (of which, $874 million and $242 million, respectively, are classified as discontinued operations) and the asphalt and paving services product line reported revenues of $869 million and gross profit of $101 million. For the year ended December 31, 2023, the cement and ready mixed concrete product line reported revenues of $1.5 billion and gross profit of $436 million (of which, $1.0 billion and $276 million, respectively, are classified as discontinued operations) and the asphalt and paving services product line reported revenues of $887 million and gross profit of $109 million.

Note N: Commitments and Contingencies Legal and Administrative Proceedings. The Company is engaged in certain legal and administrative proceedings incidental to its normal business activities. In the opinion of management and counsel, based upon currently available facts, the likelihood is remote that the ultimate outcome of any litigation and other proceedings, including those pertaining to environmental matters (see Note A), relating to the Company and its subsidiaries, will have a material adverse effect on the overall results of the Company’s operations, its cash flows or its financial position. Asset Retirement Obligations. The Company incurs reclamation and teardown costs as part of its mining and production processes. Estimated future obligations are discounted to their present value and accreted to their projected future obligations via charges to operating expenses. Additionally, the fixed assets recorded concurrently with the liabilities are depreciated over the period until retirement activities are expected to occur. Total accretion and depreciation expenses for 2025, 2024 and 2023 were $20 million, $27 million and $16 million, respectively, and are included in Other operating income, net, in the consolidated statements of earnings. The following shows the changes in asset retirement obligations: years ended December 31(in millions) 2025 2024 2023 Balance at beginning of year $ 429 $ 397 $ 380 Accretion expense 11 11 11 Liabilities incurred and liabilities assumed in business combinations 2 12 34 Liabilities settled (8 ) (2 ) (28 ) Revisions in estimated cash flows (81 ) 9 (13 ) Liabilities reclassified from assets held for sale — 2 13 Balance at end of year $ 353 $ 429 $ 397 Other Environmental Matters. The Company’s operations are subject to and affected by federal, state and local laws and regulations relating to the environment, health and safety, and other regulatory matters. Certain of the Company’s operations may, from time to time, involve the use of substances that are classified as toxic or hazardous within the meaning of these laws and regulations. Environmental operating permits are, or may be, required for certain of the Company’s operations, and such permits are subject to modification, renewal and revocation. The Company regularly monitors and reviews its operations, procedures and policies for compliance with these laws and regulations.

Note G: Debt December 31 (in millions) 2025 2024 7% Debentures, due 2025 $ — $ 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 739 738 6.25% Senior Notes, due 2037 229 228 4.250% Senior Notes, due 2047 591 591 3.200% Senior Notes, due 2051 851 851 5.500% Senior Notes, due 2054 727 726 Trade Receivable Facility, interest rate of 4.57% at December 31, 2025 30 — Total debt 5,323 5,413 Less: current maturities (30 ) (125 ) Long-term debt $ 5,293 $ 5,288 On December 1, 2025, the Company used available liquidity to repay the $125 million of 7% Debentures at maturity.On November 4, 2024, the Company issued $750 million aggregate principal amount of 5.150% Senior Notes due 2034 (the 5.150% Senior Notes due 2034) and $750 million aggregate principal amount of 5.500% Senior Notes due 2054 (the 5.500% Senior Notes due 2054). A portion of the net proceeds of the 5.150% Senior Notes due 2034 and 5.500% Senior Notes due 2054 were used for the repayment of all borrowings outstanding under the Company’s short-term borrowing facilities. The remaining net proceeds were used for general corporate purposes, including acquisitions, land purchases and other capital needs. The Company’s 3.450% Senior Notes due 2027, 3.500% Senior Notes due 2027, 2.500% Senior Notes due 2030, 2.400% Senior Notes due 2031, 5.150% Senior Notes due 2034, 6.25% Senior Notes due 2037, 4.250% Senior Notes due 2047, 3.200% Senior Notes due 2051 and 5.500% Senior Notes due 2054 (collectively, the Senior Notes) are senior unsecured obligations of the Company, ranking equal in right of payment with the Company’s existing and future unsubordinated indebtedness. The Senior Notes, with the exception of the 6.25% Senior Notes due 2037, are redeemable prior to their respective par call dates, as defined, at a make-whole redemption price, and at a price equal to 100% of the principal amount after their respective par call dates and prior to their respective maturity dates. The 6.25% Senior Notes due 2037 are redeemable in whole at any time or in part from time to time at a make-whole redemption price.

Note I: Income Taxes The components of the Company’s income tax expense from continuing operations are as follows: years ended December 31 (in millions) 2025 2024 2023 Federal income taxes: Current $ 138 $ 539 $ 209 Deferred 56 (60 ) (9 ) Total federal income taxes 194 479 200 State income taxes: Current 31 77 37 Deferred 8 (6 ) (3 ) Total state income taxes 39 71 34 Foreign income taxes: Current 2 — — Deferred 1 — — Total current foreign income taxes 3 — — Income tax expense $ 236 $ 550 $ 234 The domestic and foreign components of pretax earnings from continuing operations for the years ended December 31, 2025, 2024 and 2023 are as follows: years ended December 31 (in millions) 2025 2024 2023 Domestic $ 1,207 $ 2,353 $ 1,218 Foreign 19 13 8 Earnings from continuing operations before income tax expense $ 1,226 $ 2,366 $ 1,226 The Company’s effective income tax rate on continuing operations varied from the statutory United States income tax rate due to the following tax differences: years ended December 31 2025 2024 2023 (in millions, except percentages) Amount Percent Amount Percent Amount Percent U.S. federal statutory tax rate $ 258 21.0 % $ 497 21.0 % $ 257 21.0 % State and local income taxes, net of federal income tax effect (a) 30 2.4 57 2.4 27 2.2 Foreign tax effects (1 ) (0.1 ) (2 ) (0.1 ) (5 ) (0.4 ) Tax credits: Railroad maintenance credits (13 ) (1.0 ) (10 ) (0.4 ) (9 ) (0.7 ) Other (6 ) (0.5 ) (10 ) (0.4 ) (6 ) (0.5 ) Nontaxable or nondeductible items: Goodwill write-off for divestiture — — 48 2.0 — — Other 6 0.5 5 0.2 2 0.2 Other adjustments: Effects of statutory depletion (38 ) (3.1 ) (35 ) (1.5 ) (32 ) (2.7 ) Effective income tax rate $ 236 19.2 % $ 550 23.2 % $ 234 19.1 % a) State taxes in California, Minnesota, Colorado, Texas, Georgia, and Florida made up the majority (greater than 50 percent) of the tax effect in this category in 2025; state taxes in California, Texas, and Colorado made up the majority of the tax effect in this category in 2024; and state taxes in Texas, California, Colorado, and Minnesota made up the majority of the tax effect in this category in 2023.The effect of changes in tax laws or rates enacted in the current period and changes in valuation allowances are immaterial.

Note K: Stock-Based Compensation On May 19, 2016, the Company’s shareholders approved the Martin Marietta Amended and Restated Stock-Based Award Plan. The Martin Marietta Materials, Inc. Stock-Based Award Plan, as amended from time to time, along with the Amended Omnibus Securities Award Plan, originally approved in 1994 (collectively, the Plans), are still effective for awards made prior to 2017. The Company has been authorized by the Board of Directors to repurchase shares of the Company’s common stock for issuance under the stock-based award plans (see Note M). The Company grants restricted stock awards under the Plans to a group of executive officers, key personnel and nonemployee members of the Board of Directors. The vesting of certain restricted stock awards is based on certain performance criteria over a specified period of time. The number of shares may be increased to the maximum or reduced to the minimum threshold based on the results of those criteria. In addition, certain awards are granted to individuals to encourage retention and motivate key employees. These awards generally vest if the employee is continuously employed over a specified period of time and require no payment from the employee. Awards granted to nonemployee members of the Board of Directors vest immediately. The fair value of stock-based award grants is expensed over the vesting period. Awards to employees eligible for retirement prior to the award becoming fully vested are expensed over the period through the date that the employee first becomes eligible to retire and is no longer required to provide service to earn the award. Awards granted to nonemployee members of the Board of Directors are expensed immediately.Additionally, an incentive compensation stock plan has been adopted under the Plans whereby certain participants may elect to use up to 50% of their annual incentive compensation to acquire units representing shares of the Company’s common stock at a 20% discount to the market value on the date of the incentive compensation award. Participants receive unrestricted shares of common stock in an amount equal to their respective units generally at the end of a 34-month period of additional employment from the date of award or at retirement beginning at age 62. All rights of ownership of the common stock convey to the participants upon the issuance of their respective shares at the end of the ownership-vesting period.

Note L: Leases The Company has leases, primarily for equipment, railcars, fleet vehicles, office space, land, information technology equipment and software. The Company’s leases have remaining lease terms, inclusive of options to renew that the Company is reasonably certain to exercise, ranging from less than one year to 46 years. Some of the Company's leases include options to terminate the leases within one year. Certain of the Company’s lease agreements include payments based upon variable rates, including, but not limited to, hours used, tonnage processed and factors related to indices. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The components of lease cost are as follows: years ended December 31 (in millions) 2025 2024 2023 Operating lease cost $ 79 $ 74 $ 72 Finance lease cost: Amortization of right-of-use assets 21 20 15 Interest on lease liabilities 10 6 4 Variable lease cost 18 14 18 Short-term lease cost 50 46 44 Total lease cost $ 178 $ 160 $ 153 The Company has royalty agreements that are prescriptively excluded from the scope of ASC 842 and generally require royalty payments based on tons produced, tons sold or total sales dollars and also contain minimum payments. Royalty expense was $104 million, $92 million and $86 million for the years ended December 31, 2025, 2024 and 2023, respectively.The balance sheet classifications of operating and finance leases are as follows: December 31 (in millions) 2025 2024 Operating leases: Operating lease right-of-use assets $ 367 $ 366 Current operating lease liabilities $ 62 $ 55 Noncurrent operating lease liabilities 320 327 Total operating lease liabilities $ 382 $ 382 Finance leases: Property, plant and equipment $ 368 $ 253 Accumulated depreciation (79 ) (58 ) Property, plant and equipment, net $ 289 $ 195 Other current liabilities $ 15 $ 13 Other noncurrent liabilities 287 190 Total finance lease liabilities $ 302 $ 203 The incremental borrowing rate ranged from 0.004% to 6.0% for the years ended December 31, 2025 and 2024. Weighted-average remaining lease terms and discount rates are as follows: December 31 2025 2024 Weighted-average remaining lease terms (years): Operating leases 10.2 11.1 Finance leases 22.0 18.7 Weighted-average discount rates: Operating leases 4.5% 4.6% Finance leases 3.9% 3.

Note B: Business Combinations, Divestitures, Discontinued Operations and Assets and Liabilities Held for Sale Business CombinationsPremier Magnesia, LLC. On July 25, 2025, the Company acquired Premier Magnesia, LLC (Premier), a privately-owned producer and distributor of magnesia-based products, using cash on hand and credit-facility borrowings. Premier is the largest producer of natural magnesite and magnesium sulfate, or Epsom salt, in the United States, with facilities in Nevada, North Carolina, Indiana and Pennsylvania. This transaction expands the Company's product offerings to new and existing customers and enhances the Company's Specialties business. The Company has recorded preliminary fair values of the assets acquired and liabilities assumed, which are subject to additional reviews that are not yet complete. Thus, these amounts are subject to change during the measurement period, which extends no longer than one year from the consummation date, and remains open as of December 31, 2025. Specific accounts subject to ongoing purchase accounting adjustments, include, but are not limited to, property, plant and equipment; goodwill; and other liabilities. The goodwill generated by the transaction is deductible for income tax purposes. The acquisition is reported in the Company's Specialties reportable segment and is immaterial for other business combination disclosures, including pro-forma results of operations.QUIKRETE Holdings, Inc. On August 3, 2025, the Company entered into a definitive agreement with Quikrete Holdings, Inc. (QUIKRETE) for the exchange of certain assets. Under the agreement, Martin Marietta will receive aggregates facilities producing approximately 20 million tons annually in Virginia, Missouri, Kansas and Vancouver, British Columbia, as well as cash proceeds. In exchange, QUIKRETE will receive the Company’s Midlothian cement plant, related cement distribution terminals, Texas ready mixed concrete assets and certain nonoperating land. The aggregates facilities to be acquired will complement Martin Marietta’s existing geographic footprint in its Central Division and allow the Company to expand into new growth platforms in the target markets of Virginia and the Pacific Northwest.