Martin Marietta Materials reports $256 million net income for Q3 2026

Cover page 5 changes

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For the quarterly period ended June September 30, 2026

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Commission File Number: 1-12744 001-12744

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Outstanding as of July 27, 2026

Outstanding as of October 30, 2026

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For the Quarter Ended June September 30, 2026

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Financial statements 4 changes

Consolidated Balance Sheets – June September 30, 2026 and December 31, 2025

Consolidated Statements of Earnings and Comprehensive Earnings – Three and Six Nine Months Ended June September 30, 2026 and 2025

Consolidated Statements of Cash Flows – Six Nine Months Ended June September 30, 2026 and 2025

Consolidated Statements of Total Equity – Three and Six Nine Months Ended June September 30, 2026 and 2025

Exhibits 216 changes

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Common stock par value ($ 0.01 per share ( 60,050,859 par value; 100,000,000 shares authorized; 71,118,061 shares and 60,309,739 shares outstanding at June September 30, 2026 and December 31, 2025, respectively)

Preferred stock ($ 0.01 par value; per share ( 10,000,000 shares authorized; no shares outstanding)

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(Loss) Earnings from discontinued operations, net of income tax (benefit) expense ( 5

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Net Earnings (Loss) Attributable to Martin Marietta

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Basic (loss) earnings per share from discontinued operations ( 0.09

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Diluted (loss) earnings per share from discontinued operations ( 0.09

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Bridge financing commitment fees

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Investments in life insurance contracts, net

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Bridge financing commitment fees

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Cash and Cash Equivalents, beginning of period

Cash and Cash Equivalents, end of period

Net Increase (Decrease) in Cash, and Cash Equivalents and Restricted Cash ( 600

Cash, Cash Equivalents and Restricted Cash, beginning of period

Cash, Cash Equivalents and Restricted Cash, end of period

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Balance at March 31, 2026

Consolidated net earnings

Other comprehensive earnings,

Dividends declared ($ 0.83 per common share)

Issuances of common stock for

Shares withheld for employees'

income tax obligations

Stock-based compensation

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Consolidated net earnings

Other comprehensive loss, net of tax

Dividends declared ($ 0.84 per common share)

Issuances of common stock

Issuances of common stock for stock award plans

Shares withheld for employees' income tax obligations

Stock-based compensation expense

Balance at September 30, 2026

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income tax obligations

Other comprehensive earnings, net of tax

Dividends declared ($ 1.66 2.50 per common share)

Issuances of common stock for

Issuances of common stock for stock award plans

Shares withheld for employees' income tax obligations

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Stock-based compensation expense

Balance at June September 30, 2026

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Balance at March 31, 2025

Balance at June 30, 2025

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Shares withheld for employees'

income tax obligations

Other comprehensive earnings, net of tax

Dividends declared ($ 0.79 0.83 per common share)

Issuances of common stock for stock award plans

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Balance at June September 30, 2025

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income tax obligations

Other comprehensive earnings, net of tax

Dividends declared ($ 1.58 2.41 per common share)

Issuances of common stock for stock award plans

Shares withheld for employees' income tax obligations

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Balance at June September 30, 2025

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Martin Marietta Materials, Inc. (the Company or Martin Marietta) is a natural resource-based building materials company. As of June September 30, 2026, the Company supplies aggregates (crushed stone, sand and gravel) through its network of approximately 500 quarries, mines and distribution yards in 29 states, Canada and The Bahamas. Martin Marietta also provides other building materials, namely, asphalt and paving services and ready mixed concrete, in certain select vertically integrated markets where the Company also has a notable aggregates position.

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BUILDING MATERIALS BUSINESS

In connection with the closing of an asset exchange during the quarter ended March 31, 2026 (see Note B), the Company updated its reportable segments. The Building Materials business includes two reportable segments: East Group (comprised of the East and Southwest divisions) and West Group (comprised of the Central and West divisions). Unless otherwise indicated, All comparative prior-period information presented in the related notes to the financial statements reflect reflects the updated reportable segments.

The Company also operates a Specialties business, which represents a separate reportable segment. The Specialties business produces high-calcium lime, dolomitic lime and industrial mineral products, serving a diverse range of end markets, including domestic steel manufacturing, infrastructure, heavy nonresidential construction, glass manufacturing, and environmental solutions. The Specialties business also produces high-purity natural and synthetic magnesia-based products, including magnesium sulfate, magnesium oxide and magnesium hydroxide, used in environmental, industrial, agricultural, construction, consumer and specialty applications.

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Products and Services

Aggregates, Asphalt and Paving Services,

and Ready Mixed Concrete

The Company also operates a Specialties business, which represents a separate reportable segment. The Specialties business produces high-purity natural and synthetic magnesia-based products, including magnesium sulfate, magnesium oxide and magnesium hydroxide, used in environmental, industrial, agricultural, construction, consumer and specialty applications. The Specialties business also produces dolomitic lime, which is sold primarily to external customers for use in steel production and soil stabilization, and is used internally as raw material feedstock in synthetic magnesia production. Specialties' production facilities are located in Michigan, Ohio, Nevada, North Carolina, Indiana and Pennsylvania.

Arizona, California, Colorado, Illinois, Indiana, Iowa, Kansas, Kentucky, Minnesota, Missouri, Ohio, Nebraska, Ohio, Tennessee, Utah, Washington, West Virginia, Wyoming and British Columbia

Alabama, Arizona, California, Colorado, Florida, Illinois, Indiana, Kentucky, Louisiana, Michigan, Missouri, Nevada, New Mexico, North Carolina, Ohio, Oregon, Pennsylvania, South Carolina, Tennessee, Texas, Utah, Virginia, West Virginia, British Columbia and Jamaica and Ready Mixed Concrete

Lime, Dolomitic Lime, and Limestone Products, Industrial Minerals and Magnesia-based Products

Quarries and Distribution Facilities

Quarries, Mines, Asphalt Plants, Ready Mixed Concrete Plants and Distribution Facilities

Quarries, Mines, Lime Plants, Industrial Minerals and Magnesia Production Facilities and Distribution Facilities (UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the instructions to 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, 2025. In the opinion of management, the interim consolidated financial information provided herein reflects all adjustments, consisting of normal recurring accruals, necessary for a fair statement of the results of operations, financial position and cash flows for the interim periods. The consolidated results of operations for the three and six nine months ended June September 30, 2026 are not necessarily indicative of the results expected for other interim periods or the full year. The consolidated balance sheet at December 31, 2025 has been derived from the audited consolidated financial statements at that date but does not include all of the information and notes required by GAAP for complete financial statements. These consolidated financial (UNAUDITED) NOTES TO statements should be read in conjunction with the audited consolidated financial statements (Continued) and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

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At June September 30, 2026 , the Company has had restricted cash of $ 8 12 million, which is invested in an account designated for the purchase of like-kind exchange replacement assets under Section 1031 of the Internal Revenue Code and related IRS procedures (Section 1031). The Company is restricted from utilizing the cash for purposes other than the purchase of qualified assets for a designated period (generally 180 days) from receipt of the proceeds from the sale of the exchanged assets. Any unused cash at the end of the 180 days designated period is transferred to unrestricted accounts of the Company and used for general corporate purposes. There was no restricted cash at December 31, 2025.

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(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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Other comprehensive (loss) earnings, net of tax

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(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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Three Months Ended June September 30, 2026

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Other comprehensive earnings loss before reclassifications, net of tax ( 8

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Three Months Ended June September 30, 2025

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Other comprehensive earnings loss before reclassifications,

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Other comprehensive earnings (loss), net of tax

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(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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Six Months Ended June 30, 2026

Nine Months Ended September 30, 2026

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and 136 more changes in the filing

MD&A 32 changes

• Transportation availability and investment in rail infrastructure impacting the movement of materials especially to the Company's Texas, Southeast and Gulf Coast markets, the movement of essential dolomitic lime to the Company's Specialties plant in Manistee, Michigan and its customers and the movement of magnesite from its Specialties' Gabbs, Nevada facility to processing plants in North Carolina, Indiana and Pennsylvania and the Company's customers;

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

• Availability of trucks and licensed drivers for material transport;

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

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

• Geopolitical risks affecting costs, supply chain, oil and gas prices, including conflict zones such as Iran, Russia- Ukraine, Israel-Middle East and potential China-Taiwan tensions;

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

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

• Dependence on information technology and automated systems;

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

• Inflation pressures on production and interest costs;

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

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

• Risks related to the Company's pending LNA transaction (the "LNA Transaction"), including the timing of consummation of the transaction; the ability to satisfy closing conditions, transaction costs or that the closing of the transaction does not occur; the risk that any regulatory approval required to complete the transaction is not obtained, or is obtained subject to conditions that are not anticipated or that the Company is not obligated to accept; the diversion of management time on transaction-related issues; global economic conditions, adverse industry conditions; the risk that the Securities Sale Agreement may be terminated, including in circumstances that would require the Company to pay a termination fee; the Company's ability to obtain the financing on favorable terms or at all and the resulting increase in the Company's indebtedness and potential effects on the Company's credit ratings; the issuance of newly-issued shares of Martin Marietta common stock as consideration payable at the closing of the LNA Transaction and the resulting dilution to the Company's existing shareholders; and potential business uncertainty, including changes to existing business relationships during the pendency of the transaction that could affect financial performance, integration challenges, market conditions, and the impact of the transaction on the Company's stakeholders;

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

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

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

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

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

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

• Cybersecurity risks;

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

• Potential credit rating downgrades to non-investment grade; and

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

You should also review the risk factors included herein and other periodic SEC filings. All forward-looking statements should be evaluated with these considerations in mind. Other risks and uncertainties not presently known or currently

The Company can repurchase its common stock through open-market purchases pursuant to authority granted by its Board of Directors or through private transactions at such prices and upon such terms as the Chief Executive Officer deems appropriate. During the first nine months of 2026, the Company repurchased 325,455 shares of common stock at an average price of $614.52 for an aggregate cost of $200 million. At September 30, 2026, 10.7 million shares of common stock remain available under the Company's repurchase authorization.

On August 14, 2026, the Company issued an aggregate of $5.5 billion of senior notes (see Note E to the unaudited consolidated financial statements). The Company used the net proceeds, together with borrowings under a $1.5 billion senior unsecured term loan facility described below, to pay the cash consideration for its acquisition of LNA.

On July 15, 2026, the Company entered into a Term Credit Agreement with JPMorgan Chase Bank, N.A. (JPMCB), as administrative agent, and certain financial institutions, as lenders (the Term Credit Agreement), which provides for a three-year senior unsecured term loan facility in an aggregate principal amount of $1.5 billion (the Term Facility). At September 30, 2026, $1.5 billion was outstanding on the Term Facility, which matures on August 19, 2029.

On August 18, 2026, the Company entered into a Credit Agreement with JPMCB, as administrative agent, and certain financial institutions, as lenders (the Credit Agreement), which provides for a $1.5 billion five-year senior unsecured revolving facility (the Revolving Facility) with a maturity date of August 18, 2031. The Revolving Facility replaces the Company's predecessor Credit Agreement. At September 30, 2026, $170 million was outstanding on the Revolving Facility. Available borrowings under the Revolving Facility are reduced by any outstanding letters of credit issued by the Company under the Revolving Facility. At September 30, 2026 and December 31, 2025, the Company had $3 million of outstanding letters of credit issued under the Revolving Facility and the predecessor Credit Agreement, respectively.

On September 15, 2026, the Company amended its Trade Receivable Facility to decrease the facility limit from $600 million to $500 million and extended the maturity to September 15, 2027. Subject to certain conditions, including lenders providing the requisite commitments, the Trade Receivable Facility may be increased to an amount not to exceed $700 million. The Trade Receivable Facility contains a cross-default provision with the Company's other debt agreements. At September 30, 2026, $420 million was outstanding on the Trade Receivable Facility.

The Credit Agreement and Term Credit Agreement require the Company's ratio of consolidated net debt-to-consolidated earnings before interest, taxes, depreciation, depletion and amortization, as defined, for the trailing twelve months (the Leverage Ratio) to not exceed (a) 4.75x for the first three quarters after closing the LNA Transaction, which occurred on August 21, 2026; (b) 4.25x for the next succeeding three quarters; and (c) 3.75x thereafter, provided further that the Company may exclude from the Leverage Ratio debt incurred in connection with certain acquisitions for a period of four quarters so long as the Leverage Ratio calculated without such exclusion does not exceed 4.25x. Additionally, if there are no amounts outstanding under the Revolving Facility and the Trade Receivable Facility, consolidated debt, as defined, is reduced in an amount equal to the lesser of $500 million or the sum of the Company's unrestricted cash and cash equivalents, for purposes of the covenant calculation. The Company was in compliance with the Leverage Ratio at September 30, 2026. In the event of a default under the Leverage Ratio, the lenders can terminate the Term Facility, 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 remain sufficient to provide the capital resources necessary to support anticipated operating needs, cover debt service requirements, meet capital expenditures and discretionary investment needs, fund certain acquisition opportunities that may arise, allow for payment of dividends for the

Market risk 4 changes

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Demand in the nonresidential and residential construction markets is affected by interest rates. While unchanged Since December 31, 2025, the benchmark Federal Reserve has raised the target federal funds rate 25 basis points, and it remains above the current rate of inflation, resulting in reflecting continued restrictive monetary policy.

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Variable-Rate Borrowing Facilities. At June September 30, 2026, the Company had an $800 million has a $1.5 billion Term Facility, a $1.5 billion Revolving Facility and a $600 $500 million Trade Receivable Facility. Borrowings under these facilities are prepayable and bear interest at a variable interest rate. rates. A hypothetical 100-basis-point increase in interest rates on variable-rate borrowings of $655 million, $2.1 billion, the combined outstanding balance at June September 30, 2026, would increase interest expense by $7 $21 million on an annual basis.

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Energy Costs. Energy costs, including diesel fuel, natural gas, electricity, coal, and petroleum coke and electricity, represent significant production costs. The Company may be unable to pass along increases in the costs of energy to customers in the form of price increases for the Company's products. The Specialties business has varying fixed-price agreements for a portion of its 2026 energy requirements. A hypothetical 10% change in Additionally, the Company's energy prices Company has commodity derivatives to reduce exposure to changes in 2026 fuel and natural gas prices for a portion of its expected usage. As compared with 2025, assuming comparable volumes, would change of September 30, 2026, energy expense the fair values of the derivatives and the income impact for continuing operations by $29 million. the three- and nine-month periods ended September 30, 2026 were not material.

Energy expense for continuing operations for the nine months ended September 30, 2026 increased 47% compared with the prior-year period, due to acquisitions and higher prices for diesel, natural gas and electricity in 2026 amid continued disruptions and volatility in global energy markets. Future energy prices cannot be reliably predicted. A hypothetical increase of 47% in the Company's energy prices would increase full-year 2026 energy expense for continuing operations by $134 million as compared with 2025. Further, the full-year 2026 impact on such expense, and accordingly on total profitability and margins would be greater when also considering the energy consumed by operations acquired during the year.

Controls and procedures 1 change

Evaluation of Disclosure Controls and Procedures. As of June September 30, 2026, 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, to assess the effectiveness of the design and the operation of the Company's disclosure controls and procedures. Based on that evaluation, management concluded that the Company's disclosure controls and procedures were effective as of June September 30, 2026. 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.

Risk factors 18 changes

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Investors are also cautioned that it is not possible to predict or identify all such factors. Consequently, the reader should not consider these risk factors to be a complete statement of all potential risks or uncertainties. Other factors besides those set forth herein may adversely affect the Company and may be material. The Company has listed the known material risks it considers relevant in evaluating the Company and its operations. The forward-looking statements in this document are intended to be subject to the safe harbor protection provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are made as of the date hereof based on management's current expectations, and the Company does not undertake any obligation to update such statements, whether as a result of new information, future events, or otherwise, other than as required by law.

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Industry Risk Factors

Our business depends on construction activity, which is cyclical and sensitive to macroeconomic, funding and operating conditions.

Demand for our construction materials is inherently cyclical and may decline or become more volatile due to economic and political uncertainty, elevated interest rates and inflation, reduced housing affordability, lower private nonresidential (Continued)

investment, or tightening credit conditions that delay, downsize, or cancel projects. Our products are used in public infrastructure projects, which include the construction, maintenance and improvement of highways, streets, roads, bridges, schools and similar projects. Public infrastructure activity depends on federal, state, and local budgets and bid schedules. Changes in fuel-tax or other alternative financing, prolonged federal budget disputes or government shutdowns or other factors can reduce, defer, cap, suspend, or reprioritize transportation spending. The level and timing of federal, state or local transportation or infrastructure or public project funding, including any issues arising from such budgets, particularly in our Building Materials business' top ten revenue-generating states of Texas, North Carolina, Colorado, California, Georgia, Florida, South Carolina, Arizona, Iowa and Minnesota, can have an adverse impact on our business and construction projects that we supply.

Because our businesses depend on construction spending, which can be cyclical, our profits are sensitive to national, regional and local economic conditions and the intensity of the underlying spending on aggregates. Construction spending is affected by economic conditions, changes in interest rates, inflation, employment levels, demographic and population shifts, and changes in construction budgets by federal, state and local governments. Further, delays or cancellations of projects in the nonresidential and residential construction markets, which together accounted for 58% of aggregates shipments in 2025, could occur if companies and consumers are unable to obtain financing for construction projects or if consumer confidence is adversely affected by economic uncertainty.

In addition, reductions in defense spending and declines in energy-related construction could lower demand in certain markets and adversely affect our business. A portion of our aggregates and downstream shipments is tied to construction activity funded by, or adjacent to, U.S. Department of Defense installations and to private energy-related projects. Reductions in defense spending and energy-sector cyclicality can materially impact construction demand, particularly in Texas and other energy-intensive regions.

While our business operations cover a wide geographic area, our earnings depend on the strength of the local economies in which we operate due to the high cost to transport our products relative to their selling price. If economic conditions and construction spending decline significantly in one or more areas, particularly in our Building Materials business' top ten revenue-generating states, our profitability could be adversely affected.

Widespread declines in aggregates pricing could adversely affect our business, financial condition, and results of operations.

Aggregates pricing is set locally and is sensitive to supply-demand conditions within each market. A broad decline in construction activity or shifts in project timing can reduce shipment volumes and intensify price competition. Lower volumes can also negatively impact fixed-cost absorption and prompt competitors or customers to seek price concessions, leading to further pricing pressure. Pricing could deteriorate due to one or more of the following, alone or in combination:

• Reduced demand across residential, nonresidential, or public infrastructure markets;

• Delays or deferrals in the release of projects for bidding;

• Excess industry capacity in a local market, new market entrants, imports or long-haul supply;

• Product and geographic mix shifts toward lower-value stone, shorter haul lengths or smaller projects;

• Changes in specifications that reduce value differentiation;

• Contract structures that limit or delay price adjustments, particularly when input costs remain elevated;

• Inability to pass through cash increases, resulting in price-cost spread compression.

Prolonged or widespread price declines, especially if accompanied by reduced shipments, could decrease margins and cash flows, reduce returns on invested capital, negatively affect the carrying value of long-lived assets or goodwill, limit capital available for growth and increase the risk of noncompliance with our net debt-to-consolidated EBITDA ratio under our five-year senior unsecured revolving facility.

Other information 59 changes

Rising interest rates could also result in disruptions in the credit markets, which could affect our business.

Changes in tax laws, interpretations, enforcement practices, and our business mix could increase our effective income tax rate, reduce deferred tax assets, or otherwise adversely affect our results of operations and cash flows.

Our effective tax rate is influenced by many factors, including changes in federal, state and local laws and regulations, administrative guidance and court decisions. Since tax rules are complex and change over time our effective tax rate and cash taxes may be volatile and difficult to predict and may be influenced by the following factors among others:

• governmental authorities increasing tax rates or eliminating deductions, particularly the depletion deduction;

• the mix of earnings from depletable versus non-depletable businesses;

• the jurisdictions in which earnings are taxed;

• changes in the valuation of our deferred tax assets and liabilities;

• adjustments to estimated taxes upon finalization of various tax returns;

• changes in the availability of tax credits;

• changes in stock-based compensation deductions;

• the write-off of nondeductible goodwill resulting from divestitures or impairments;

• tax audits, examinations or litigation and the resolution of issues with various tax authorities;

• other changes in tax laws; and

• the interpretation of tax laws and/or administrative practices.

Any significant increase in our future effective income tax rate could reduce our net earnings and free cash flow for future periods.

Investor and stakeholder focus on climate change and sustainability matters and any related reporting obligations may increase our costs and impact our businesses.

Investors, other stakeholders, and U.S. and international regulators are often focused on climate change and sustainability matters. For example, new and proposed laws, regulations and investor and proxy advisory guidelines relating to and requiring disclosure of such matters, including those relating to sustainability, emissions, supply chain, and human capital management, are under consideration or being adopted, or may be proposed in the future. These requirements have resulted in and may continue to result in our need to make additional investments and implement new practices and reporting processes, all entailing management attention and additional compliance risk. We have announced certain sustainability-related goals, targets, or ambitions, including GHG-reduction objectives. Any failure or perceived failure to achieve or accurately report on our current or future sustainability-related commitments, including our GHG reduction and net zero ambition and targets, and any differences between our commitments and those of any companies to which we are compared, could harm our reputation, adversely affect our ability to effectively compete (including as a result of disclosure of proprietary information regarding our plants or changes in our ability to raise capital), adversely affect our recruitment and retention efforts or expose us to potential legal liability.

Achieving these outcomes may depend on factors outside our control, such as the pace of technology development and deployment, grid decarbonization, the availability and cost of renewable energy or lower-carbon inputs. While we are committed to pursuing our sustainability objectives, there is no assurance that we will achieve any of our sustainability goals or commitments, that low- or non-carbon-based energy sources and technologies required to meet long-term emissions reductions in some of the sectors in which we operate will be available at scale in the United States on an economically feasible basis or that we or our suppliers can meet sustainability, emissions reductions and other standards that are required by current or future laws or established as investment criteria, voting guidelines or activism triggers by our investors and other stakeholders. Failure to meet these commitments could result in reputational harm to our (Continued)

Company and changes regarding climate risk management and practices may result in higher regulatory and compliance risks and costs.

Public health events including outbreaks of disease, epidemics, or pandemics, or fears of such an event and related governmental, societal and market responses could adversely affect our operations, demand for our products, costs, and financial results.

Our businesses could be negatively impacted by the widespread outbreak of an illness or other communicable disease, or any other public health crisis that results in economic and trade disruptions. Public health threats can negatively impact economic activity, consumer confidence and discretionary spending, and overall market conditions and these conditions could have an impact on our Company. Further, outbreaks of illnesses could negatively affect the health of our employees, employee productivity, customer purchasing patterns and fulfillment of purchase orders, availability of supplies, pricing for raw materials and the ability to transport materials via the Company's distribution network. We actively monitor public health situations as part of our health and safety measures to comply with federal, state and local mandates and to protect the health and safety of our employees. We may take further actions that alter our business operations, including any that may be required by federal, state or local authorities or that we determine are in the best interests of our employees, customers, suppliers, vendors, communities and other stakeholders as we adapt to public health events from time to time.

Labor disputes could disrupt operations of our businesses.

Labor unions represented 20% of the hourly employees of our Building Materials business and 59% of the hourly employees of our Specialties business as of June 30, 2026. Our collective bargaining agreements for employees of our Specialties business at the Manistee, Michigan synthetic magnesia plant, the Gabbs, Nevada magnesia mine and processing plant and the Woodville, Ohio lime plant expire in August 2027 and June 2028 and June 2030, respectively.

Disputes with our trade unions, or the inability to renew our labor agreements, could lead to work stoppages or other actions that could disrupt our businesses, raise costs and reduce revenues and earnings from the affected locations.

Labor actions by our suppliers, contractors, railroads, ports, trucking firms, or other logistics providers may interrupt inbound materials or outbound deliveries, increase delivered costs, or require us to source alternatives. Tight labor markets, especially for skilled trades and licensed commercial drivers, can constrain operating days, raise turnover and training costs, and delay maintenance or capital projects.

If we are unable to maintain stable labor relations, renew agreements on acceptable terms, staff operations adequately, or mitigate third-party labor disruptions, our production, shipments, costs and results of operations could be adversely affected.

We depend on the recruitment and retention of qualified personnel, and our failure to attract and retain such personnel could adversely affect our business, disrupt our operations or increase costs.

Our success depends to a significant degree upon the continued services of, and on our ability to attract and retain, our key personnel and executive officers, including qualified management, technical, marketing and sales, and support personnel. Competition for such personnel is intense, and we may not be successful in attracting or retaining such qualified personnel, which could negatively affect our business.

Our geographically dispersed footprint and the physically demanding nature of many roles can intensify recruiting and retention challenges, particularly in rural or less-populated areas. If we are unable to fill vacancies timely, maintain appropriate crew sizes, or retain key personnel and subject-matter experts, we may experience more frequent equipment downtime, slower maintenance or capital work, reduced operating days, and delays in customer service or project support.

Our ability to sustain and grow the business depends on replacing depleting reserves with quality aggregates deposits that we can mine economically, with appropriate permits, near either growing markets or long-haul transportation corridors that can economically serve applicable markets. Quality deposits that meet customer specifications are increasingly difficult to secure near growing markets due to competing land uses, zoning and land-use restrictions, and community opposition.

Even when deposits are identified, we may be unable to obtain or renew necessary land-use approvals, environmental permits, or other governmental authorizations on acceptable terms or timelines, or at all.

If we are unable to timely replace economically accessible reserves serving our markets, obtain or maintain required permits and approvals, secure necessary property and access rights on acceptable terms, or economically transport materials to demand centers, it could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Increased industry capacity, adverse changes in regional supply and demand dynamics, or competitive pricing pressures could negatively impact operating results in our Specialties business, which includes the operations acquired in the LNA Transaction.

The markets for high-calcium lime, dolomitic lime and industrial mineral products are competitive and are influenced by regional supply and demand dynamics. Competitors may improve operating efficiencies, add distribution capabilities or pursue more aggressive pricing strategies.

To remain competitive and meet anticipated demand, we may invest in kiln modernization projects, facility expansions, reserve development initiatives, acquisitions and other growth opportunities. We may experience delays, cost overruns, permitting challenges or other operational difficulties, and there can be no assurance that anticipated benefits will be realized or that increased production capacity will be absorbed by the markets we serve.

If industry capacity increases more rapidly than demand, if demand growth in our end markets is lower than expected, or if regional supply and demand balances change, competitive pricing pressures may intensify. As a result, we could experience lower sales volumes, lower pricing, reduced plant utilization rates, compressed operating margins and lower returns on invested capital. Any of these developments could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our future growth depends in part on disciplined acquisitions and strategic investments, and we may use shares of our common stock as consideration.

We expect to continue to pursue acquisitions, joint ventures, leaseholds, licenses and other strategic transactions to strengthen our existing locations, expand our operations and enter new geographic markets. The success of this strategy depends on our ability to identify, evaluate, negotiate, finance, close, and integrate opportunities on acceptable terms and timelines. There is no assurance that we will identify opportunities that meet our return thresholds or that, if completed, such transactions will generate expected cash flows or strategic benefits within anticipated time frames.

Our diligence may not identify or fully mitigate all risks, including environmental liabilities, geologic or reserve quality, title, permitting issues, access constraints, water or power availability, legacy tax or legal exposures, labor and workforce issues, or cybersecurity vulnerabilities. Transactions may require antitrust and other regulatory approvals and could be delayed, conditioned, or not obtained. Required divestitures or other regulatory remedies can reduce expected benefits of transactions. Target businesses may depend on permits, licenses, mineral or water rights, easements, leases, or other approvals that must be transferred, renewed, or re-issued; these processes can be uncertain, time-consuming and costly.

We have financed transactions with cash, debt, equity or a combination of such consideration and may do so in the future. The use of debt financing increases our interest expense and financial leverage and may reduce our flexibility under our debt covenants and capital-allocation priorities. See "— Financial, Accounting and Cost Management Risk Factors – Our substantial indebtedness following the LNA Transaction could adversely affect our financial condition, operating flexibility, (Continued)

credit profile and ability to pursue our business strategy."

The issuance of shares of our common stock, whether as acquisition consideration or in connection with capital raises, increases the number of shares outstanding and may adversely affect the trading price of our common stock. For example, in connection with the closing of the LNA Transaction on August 21, 2026, we paid aggregate consideration of approximately $12.9 billion, consisting of approximately $7.0 billion in cash, subject to customary adjustments, and approximately $5.9 billion in shares of our common stock. The issuance of these shares diluted our existing shareholders.

Integrating acquired businesses may be more difficult, costly, or time-consuming than expected, and we may not realize anticipated benefits.

We have a successful history of business acquisitions and combinations and of integrating those businesses into our heritage operations. However, in connection with the integration of LNA or any other business that we may acquire, there is a risk that we will not be able to complete integration successfully or on the time schedule we have projected or in a way that will achieve the level of synergies, cost savings or operating efficiencies we expected from the acquisition.

Potential difficulties we may encounter in the integration process include the following:

• inability to successfully combine operations in a manner that permits us to achieve the synergies anticipated to result from the proposed acquisition or business combination, which would result in the anticipated benefits of the acquisition or business combination not being realized partly or wholly in the anticipated time frame or at all;

• inability to retain key employees or align cultures, compensation, safety practices, and operating disciplines, which can impair performance;

• adverse reactions from customers or suppliers, including loss of business, pricing pressure, or renegotiation of terms, as well as change-of-control, consent, or exclusivity provisions that restrict our ability to integrate or rationalize product and customer portfolios;

• dependencies on transition services arrangements and the timely separation and migration of enterprise systems, ERPs, and data;

• delays or defects in information technology integration, cybersecurity controls, or data privacy compliance that can disrupt operations, increase costs, or expose us to cyber incidents;

• challenges transferring, renewing, or aligning permits, licenses, title, mineral or water rights, leases, easements, and other approvals;

• site-specific environmental, geologic, or title conditions that may limit operating plans or increase capital and operating costs;

• creation of uniform standards, procedures, policies and information systems;

• integration of acquisitions into the Company's internal control over financial reporting;

• discovery of previously unknown liabilities and unforeseen increased expenses, delays or regulatory issues associated with integrating the acquired operations;

• changes in the valuation of acquired assets and liabilities, including goodwill and other intangible assets, or adverse changes in the performance or outlook of the acquired business that could result in impairment charges that materially affect our financial results; and

• performance shortfalls because of diversion of management attention caused by integration activities.

Acquisitions and divestitures may not occur on expected terms or timelines, may be more costly or complex than anticipated, and may not deliver expected benefits.

Transaction activity involves execution, regulatory, financing and operational risks that could reduce or delay expected benefits or result in transaction costs, or liabilities, including the following:

Unregistered sales of stock 10 changes

Frazier Quarry Transaction. On September 18, 2026, as partial consideration for the Company's acquisition of The Frazier Quarry, Inc., a pure-play aggregates business located in Harrisonburg, Virginia (the Frazier Quarry Transaction), pursuant to an agreement and plan of merger dated as of June 22, 2026, among the Company, The Frazier Quarry Inc., and the (Continued)

other parties thereto, the Company issued an aggregate of 96,719 shares of its common stock, par value $0.01 per share, to certain of the sellers of the Frazier Quarry (collectively, the Frazier Sellers). The Company did not receive any cash proceeds from the issuance of the shares.

The shares issued to the Frazier Sellers were issued in private transactions exempt from the registration requirements of the Securities Act of 1933, as amended (the Securities Act), in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering. The shares are "restricted securities" within the meaning of Rule 144 under the Securities Act and bear appropriate restrictive legends. No underwriters were involved in the Frazier Quarry Transaction issuance, and no underwriting discounts or commissions were paid.

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April 1, 2026 - April 30, 2026

May 1, 2026 - May 31, 2026

June 1, 2026 - June 30, 2026

July 1, 2026 - July 31, 2026

August 1, 2026 - August 31, 2026

September 1, 2026 - September 30, 2026

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.