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Martin Marietta Materials, Inc. (the Company or Martin Marietta) is a leading natural resource-based building materials company. 10-K, Item 1
45 paragraphs in Risk Factors of the 10-K filed Feb 19, 2026 with nothing like them in the 10-K filed Feb 21, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 23 Materials companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
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 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 letting 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 projects 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.
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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. If federal defense budgets are reduced, appropriations are delayed, base realignments occur or military construction and related projects are deferred or canceled, construction activity on or near affected installations may slow, resulting in lower shipments and increased pricing pressure in the surrounding local markets. Similarly, energy-sector cyclicality can materially impact construction demand, particularly in Texas and other energy-intensive regions.
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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;
•Excess industry capacity in a local market, new market entrants, imports or long-haul supply;
•Product and geographic mix shifting towards lower-value stone, shorter haul lengths or smaller jobs;
•Contract structures that limit or delay price adjustments, particularly when input costs remain elevated;
•Inability to pass through increases in delivered costs on a timely or complete basis, resulting in price-cost spread compression.
There is no assurance that market prices will stabilize or improve when demand recovers. Prolonged or widespread price declines, especially if accompanied by reduced shipments, could lower 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 not meeting financial covenants.
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fourth quarters, which are subject to the impacts of winter weather, are generally the least profitable, but can be more profitable if the impact of winter weather is less severe. Our operations in coastal markets near the Atlantic Ocean and Gulf Coast and in The Bahamas are exposed to hurricanes and tropical storms, while our California operations face risks from Pacific storms, wildfires, mudslides and water use restrictions during periods of severe drought. The physical impacts described above may be exacerbated by the effects of climate change over time.
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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. Suitable targets may be scarce and sellers may prefer structures or terms that increase complexity or risk. 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.
Proposed acquisitions are subject to risks and uncertainties before closing. Our diligence may not identify all risks, including environmental liabilities, geologic or reserve quality, title, 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 prohibited. Required divestitures or other remedies can reduce expected benefits. 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. Volatile debt and equity market conditions, interest-rate movements, and changes in our credit ratings can affect the availability and cost of financing.
We may finance transactions with cash, debt, equity or a combination of such consideration. Using our common stock – whether as acquisition consideration or for related capital raises – can dilute existing shareholders and cause the price of our stock to decline, and market volatility between signing and closing can affect the value delivered to sellers or the economics of the transaction. Debt financing increases interest expense and financial leverage and may reduce flexibility under our debt covenants and capital-allocation priorities. Joint ventures and minority investments can involve governance constraints, differing strategic objectives or disputes that limit our ability to direct operations or realize benefits.
Integrating acquired businesses may be more difficult, costly, or time-consuming than expected, and we may not realize anticipated benefits.
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achieve the level of synergies, cost savings or operating efficiencies we forecast from the acquisition. Integration requires the alignment of cultures, safety and operating practices, internal controls, information technology and cybersecurity, procurement, logistics networks, and sales and pricing processes. We may not realize our expected cost or revenue strategies due to customer or supplier reactions, regulatory or permitting limits, or market changes.
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•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 can disrupt operations, increase costs, or expose us to cyber incidents;
•challenges transferring, renewing, or aligning permits, licenses, mineral or water rights, leases, easements, and other approvals;
•site-specific environmental, geologic, or title conditions may limit operating plans or increase capital and operating costs;
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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.
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If we are unable to complete transactions on acceptable terms in a timely manner , or realize expected benefits, our business, financial condition, and results of operations could be adversely affected.
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Failure to comply with applicable laws, regulations, permits, or orders, or adverse changes in those requirements or their enforcement, could result in fines, penalties, operational restrictions, mandated capital projects, denial or revocation of
permits, reputational damage, and increased costs, any of which could adversely affect our business, financial condition, and results of operations.
Litigation and other legal proceedings are inherent in our operations and could result in significant costs or liabilities.
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States where we operate may adopt additional or more stringent requirements, such as market-based emissions programs, mandated use of alternative fuels, or climate-disclosure regimes which could add measurement, verification / assurance, reporting, and compliance costs and increase potential enforcement exposure.
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Sustained high or rising interest may reduce construction demand, increase our financing costs, and adversely affect our results of operations and financial condition.
Similar paragraph at 1 of 23 other Materials companies: STLDRead in the 10-K ↗
resulting in continued restrictive monetary policy. Sustained high interest rates may affect our business in an adverse manner. The residential construction market accounted for 22% of our 2025 aggregates shipments. Higher mortgage rates and reduced affordability can dampen new residential construction. Higher borrowing costs and return thresholds can delay or cancel private nonresidential projects. Elevated municipal and state borrowing costs can affect the timing and scope of infrastructure lettings. Any of these dynamics can lower volumes and pressure pricing in the local markets we serve.
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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.
Similar paragraph at 1 of 23 other Materials companies: SHWOur effective tax rate is influenced by many factors, including changes in federal, state and local laws and regulations, administrative guidance and court decisions. Because 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:
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•the write-off of nondeductible goodwill resulting from divestitures or impairments;
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investors and other stakeholders. Failure to meet these commitments could result in reputational harm to our 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.
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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.
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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.
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Our business requires significant and sustained capital investment; delays, cost increases, or underperformance on capital projects, or constraints on funding, could adversely affect our operations, competitiveness, and financial results.
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Credit-market stress and tighter financing conditions could reduce construction demand, slow customer payments, constrain our liquidity, and increase our cost of capital.
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Our ready-mixed concrete, asphalt and paving operations present additional risks to our business.
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Volatility or shortages in fuel, energy and raw materials can increase costs, disrupt operations, and adversely affect our results.
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Even where supply is available, our delivered costs can rise due to logistics constraints. Limited availability or higher rates for trucks and licensed drivers, rail service and cars, port capacity, or pipeline interruptions can delay deliveries, reduce operating days, or force us to source from higher-cost alternatives. Utility interruptions or curtailments (electricity, natural gas, or water) can further constrain output or alter our product and geographic mix, particularly at energy-intensive facilities.
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We depend on information technology; cybersecurity, data-protection, and systems-reliability risks — including at our third party vendors — could disrupt operations, compromise data, increase costs, or otherwise adversely affect our business and results.
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80 paragraphs in the 10-Q filed Nov 4, 2026 with nothing like them in the 10-Q filed Jul 30, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
The ASU will affect the Company's expense disclosures beginning with the financial statements included in the 2027 Annual Report on Form 10-K, but will have no impact on its results of operations, cash flows or financial condition. Reclassifications Certain reclassifications have been made in the Company's financial statements for prior periods to conform to the current-year presentation. The reclassifications had no impact on the Company’s previously reported results of operations, financial condition or cash flows.
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NOTE B: BUSINESS COMBINATIONS, DIVESTITURES, DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE
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On August 21, 2026, the Company completed its business combination with Lhoist North America, Inc. (LNA), a wholly-owned direct subsidiary of LNA Holding SRL (LNA Holding), for total consideration of approximately $12.9 billion. Consideration consisted of $7.0 billion in cash, which was financed using proceeds from the issuance of publicly traded debt and term loan borrowings (see Note E), and 10,953,543 newly issued shares of Martin Marietta common stock, par value $0.01 per share, with a value of $5.9 billion based on the closing price of Martin Marietta common stock on August 21, 2026. Following the closing, LNA Holding held approximately 15% of the outstanding Martin Marietta common stock as of September 30, 2026.
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The following is a summary of the preliminary fair values of the assets acquired and liabilities assumed from LNA as of August 21, 2026: (in millions) ─────────────────────────────────────────────────────── Assets: Cash $50 Receivables 222 Inventories 151 Property, plant and equipment 1 4,792 Intangible assets, other than goodwill 5,969 Other assets 59 Total assets 11,243 Liabilities: Deferred income taxes 2,344 Other liabilities 408 Total liabilities 2,752 Net identifiable assets acquired 8,491 Goodwill 4,396 Total consideration $12,887 1 Includes mineral reserves of $3.2 billion.
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acquisition is reported in the Company's West Group and is immaterial to other business combination disclosures, including pro forma results of operations.
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On February 23, 2026, the Company divested its Midlothian cement plant, related cement distribution terminals, Texas ready mixed concrete assets and certain nonoperating land as part of the QUIKRETE asset exchange. The divestiture of the Company's sole cement business and remaining Texas ready mixed concrete assets optimized its portfolio and product mix.
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The transaction resulted in an after-tax gain of $1.4 billion, which is included in earnings from discontinued operations, net of income tax expense, in the Company's consolidated statement of earnings and comprehensive earnings for the nine months ended September 30, 2026 and excludes transaction expenses associated with the divestiture.
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Senior Notes On August 14, 2026, the Company issued an aggregate principal amount of $5.5 billion of senior notes (collectively, the August 2026 Senior Notes). The Company used the net proceeds, together with borrowings under a $1.5 billion senior
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unsecured term loan facility described below, to pay the cash consideration for the business combination with LNA (see Note B).
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The August 2026 Senior Notes are carried net of original issue discount, which is being amortized by the effective interest method over the life of the issue. The principal amount, effective interest rate and maturity dates for each of the tranches are as follows:
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(in millions) Rate ─────────────────────────────────────────────────────────────────────────────── 4.850% Senior Notes $750 5.00% August 15, 2029 5.200% Senior Notes $1,250 5.35% January 30, 2032 5.400% Senior Notes $1,000 5.54% January 30, 2034 5.625% Senior Notes $1,500 5.76% August 15, 2036 6.375% Senior Notes $1,000 6.46% August 15, 2056 The August 2026 Senior Notes are senior unsecured obligations of the Company and rank equal in right of payment with the Company’s existing and future senior indebtedness and rank senior in right of payment to the Company’s future subordinated indebtedness. The August 2026 Senior Notes of each series are redeemable at the Company's option, in whole or in part, prior to their respective par call dates, as defined, at a make-whole redemption price, and, on or after their respective par call dates and prior to their respective maturity dates, at a price equal to 100% of the principal amount. In either case, accrued and unpaid interest to, but excluding, the applicable redemption date is also payable. Upon a change-of-control repurchase event, the Company would be required to make an offer to repurchase all outstanding August 2026 Senior Notes at a repurchase price equal to 101% of the principal amount of the August 2026 Senior Notes, plus any accrued and unpaid interest. Credit Facilities The Company's credit facilities contain the following provisions: Term Revolving Trade Receivable Facility Facility Facility* Facility limit $1.5 billion $1.5 billion $500 million Lenders Syndicate of banks Syndicate of banks Syndicate of banks Maturity date August 19, 2029 August 18, 2031 September 15, 2027 ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── * Borrowings limited to lesser of facility limit or borrowing base, as defined On July 15, 2026, the Company entered into a Term Credit Agreement with JPMorgan Chase Bank, N.A. (JPMCB), as administrative agent, and certain financial institutions, as lenders (the Term Credit Agreement), which provides for a three-year senior unsecured term loan facility in an aggregate principal amount of $1.5 billion (the Term Facility). The Term Facility matures three years after the date on which it is funded. On August 18, 2026, the Company entered into a Credit Agreement with JPMCB, as administrative agent, and Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc., PNC Bank, N.A., Truist Bank and Wells Fargo Bank, N.A., as syndication agents, and the issuing lenders party thereto (the Credit Agreement), which provides for a $1.5 billion five-year senior unsecured revolving facility (the Revolving Facility) with a maturity date of August 18, 2031. The Revolving Facility replaces the Company’s predecessor Credit Agreement. Available borrowings under the Revolving Facility are reduced by any outstanding letters of credit issued by the Company under the Revolving Facility. At September 30, 2026 and December 31, 2025, the Company had $3 million of outstanding letters of credit issued under the Revolving Facility and the predecessor Credit Agreement, respectively.
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On September 15, 2026, the Company amended its Trade Receivable Facility to decrease the facility limit from $600 million to $500 million and extended the maturity to September 15, 2027. Subject to certain conditions, including lenders providing the requisite commitments, the Trade Receivable Facility may be increased to an amount not to exceed $700 million. The Trade Receivable Facility contains a cross-default provision to the Company’s other debt agreements.
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The significant expense categories shown below align with the segment-level information regularly provided to the CODM. Other costs of revenues for each reportable segment mainly include raw materials, repairs and maintenance, contract services, supplies and royalties.
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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.
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The following tables display selected financial data for the Company’s reportable segments and reflect continuing operations only. Revenues, as presented on the consolidated statements of earnings and comprehensive earnings, reflect the elimination of intersegment revenues, which represent sales from one segment to another segment and are immaterial. Income tax expense is not allocated to the Company's reportable segments.
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operations before income tax expense 1 External freight expense is a pass-through for East and West Groups
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Reportable Segments East Group West Group Specialties Operating Locations Alabama, Arkansas, Florida, Georgia, Louisiana, Maryland, North Carolina, Oklahoma, Pennsylvania, South Carolina, Tennessee, Texas, Virginia, Arizona, California, Colorado, Illinois, Indiana, Iowa, Kansas, Kentucky, Minnesota, 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
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Nova Scotia and The Bahamas Missouri, Nebraska, Ohio, Tennessee, Utah, Washington, West Virginia, Wyoming and British Columbia Products and Services Aggregates Aggregates, Lime, Dolomitic Lime and Limestone Products, Industrial Minerals and Magnesia-based Products
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Third-quarter results reflected strong contributions from recent acquisitions, partially offset by inflationary cost pressures and softer market demand across the Company’s heritage operations. Acquired operations contributed to record quarterly revenues, while acquisition-related mix reduced reported aggregates ASP relative to the prior-year period.
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Other Building Materials revenues increased 14% to $399 million. Gross profit increased 17% to $63 million, benefiting from acquisition contributions and strong performance from the California asphalt business.
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Specialties delivered record third-quarter revenues and gross profit of $362 million and $88 million, respectively, reflecting strong organic performance and contributions from LNA. Organic Specialties revenues and gross profit increased 11% and 6%, respectively.
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The Company incurred acquisition, divestiture and integration expenses of $84 million in the third quarter of 2026, primarily related to the LNA Transaction.
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Interest expense for the third quarter of 2026 was $138 million compared with $59 million in the prior-year quarter. The increase reflects interest expense related to the $5.5 billion of publicly traded debt and $1.5 billion term loan facility borrowings the Company secured in August 2026 to finance cash consideration for the LNA Transaction. Additionally, 2026 includes $27 million of expense related to a bridge funding commitment fee that was amortized as interest expense, as the bridge facility was not used.
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The Company incurred acquisition, divestiture and integration expenses of $107 million during the nine months ended September 30, 2026, primarily related to the LNA Transaction and QUIKRETE asset exchange.
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Interest expense for the nine months ended September 30, 2026 was $254 million compared with $172 million in the prior year-to-date period. The increase reflects interest expense on the $5.5 billion of publicly traded debt and $1.5 billion term loan facility borrowings the Company secured in August 2026 to finance the cash consideration for the LNA Transaction. Additionally, 2026 includes $27 million for a bridge funding commitment fee that was amortized as interest expense, as the financing was not used.
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On August 21, 2026, the Company completed the LNA Transaction for total consideration of $12.9 billion, consisting of $7.0 billion in cash and the issuance of Martin Marietta common stock valued at $5.9 billion.
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In 2026, the Company entered into a $1.5 billion three-year senior unsecured term loan facility and issued $5.5 billion in aggregate principal amount of senior unsecured notes across five tranches to fund the cash consideration for the LNA Transaction.
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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.
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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.
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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.
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The Company's debt ratings and outlooks as of September 30, 2026 are as follows:
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• The Company’s ability to identify, acquire, permit and develop quality aggregates reserves within an economic haul radius;
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• Changes in demand from the steel, mining, construction and infrastructure, water treatment and other industries served by the Company’s Specialties business, and structural declines in demand from coal-fired utility and paper industry customers;
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• Delays, cost overruns or underperformance of kiln modernization, facility expansion and other capital projects;
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• Geopolitical risks and tensions that could affect energy markets, costs, supply chains and global economic conditions;
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• Currency, regulatory and cross-border risks associated with the Company’s operations in Canada, Jamaica and The Bahamas;
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• The Company’s ability to obtain 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;
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• The Company’s substantial indebtedness following the LNA Transaction, and its ability to service, repay or refinance such indebtedness and to reduce leverage to its long-term target ratio within the anticipated timeframe;
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• Sustained high or rising interest rates increasing the Company’s borrowing and refinancing costs;
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• The issuance of newly issued shares of Martin Marietta common stock as consideration for acquisitions and the resulting dilution to the Company’s existing shareholders;
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• Potential business uncertainty, including changes to existing business relationships during the integration of acquisitions that could affect financial performance, integration challenges, market conditions, and the impact of M&A transactions on the Company's stakeholders;
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• The possibility that diligence may not identify previously unknown liabilities of acquired businesses, or that acquisitions or divestitures may not be completed on expected terms or timelines or may be delayed, conditioned or not approved by regulators;
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Organic mix-adjusted ASP represents Organic ASP adjusted to reflect consistent geographic mix between periods and is calculated by comparing Organic ASP for current-period shipments to Organic ASP for shipments in the comparable prior period.
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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.
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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
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Our Specialties business, including the operations acquired in the LNA Transaction, is impacted by changes in demand in the steel, construction and infrastructure, water treatment, glass and other industries.
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Demand for our high-calcium lime, dolomitic lime and industrial mineral products is significantly influenced by the production levels, operating performance and capital spending of customers in a variety of industries, including steel, mining, construction and infrastructure, non-ferrous metals, water treatment, glass, environmental services, agriculture, and pulp and paper, among others.
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A decline in demand or other adverse developments affecting one or more of these industries could reduce demand for our products and negatively affect our sales volumes, revenues and operating margins. Likewise, demand for certain industrial mineral products may be adversely affected by long-term structural changes in the industries they serve. For example, demand from utility customers has declined as electric power generation has shifted away from coal-fired facilities, and demand from the paper industry may be adversely affected by continuing decreases in the consumption of certain paper products.
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Prolonged downturns in one or more of our key end markets could result in lower sales volumes, reduced pricing, lower utilization of our production facilities, asset impairment charges or other adverse effects on our business, financial condition, results of operations and cash flows and increase the risk of noncompliance with our net debt-to-consolidated EBITDA ratio under our five-year senior unsecured revolving facility.
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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.
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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.
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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.
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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.
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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,
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• integration of acquisitions into the Company's internal control over financial reporting;
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• 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
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In addition, higher interest rates increase our cost of borrowing under any variable-rate indebtedness and could increase the cost of refinancing our existing debt as it matures or of incurring new debt to fund capital expenditures, acquisitions, or other corporate purposes, which could reduce our cash flow and adversely affect our results of operations and financial condition.
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The LNA Transaction increased the amount of goodwill and other acquired intangible assets subject to these evaluations. Adverse changes in the performance or outlook of the acquired operations, market conditions, or our ability to realize anticipated benefits could reduce their fair value and result in impairment charges.
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Our operations outside of the United States, including Canada, The Bahamas and Jamaica expose us to currency, regulatory and cross-border risks.
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We have operations in Canada, The Bahamas and Jamaica. The operations outside the United States are affected by fluctuations in currency exchange rates, regulatory requirements, political or economic developments and changes in customer demand. These risks may increase costs, disrupt supply chains, complicate compliance and reporting, or limit our ability to move products, raw materials or capital across borders.
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Our substantial indebtedness following the LNA Transaction could adversely affect our financial condition, operating flexibility, credit profile and ability to pursue our business strategy.
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We funded the cash consideration for the LNA Transaction with approximately $7.0 billion of indebtedness, significantly increasing our leverage and debt service obligations. As a result, a substantial portion of our future cash flows may be required to pay principal and interest on our indebtedness rather than fund working capital, capital expenditures, acquisitions, strategic initiatives, or other general corporate purposes.
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Higher leverage also may make us more vulnerable to adverse economic or industry conditions, including downturns in the construction, industrial, infrastructure or manufacturing markets that affect demand for our products.
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There can be no assurance that our current credit ratings will be maintained. Any downgrade, or placement of our ratings on negative outlook or watch status, could increase our borrowing costs, limit our access to the debt capital markets, reduce our financial flexibility and make it more difficult or expensive to refinance existing indebtedness or obtain additional financing, which could materially adversely affect our business, financial condition, results of operations and cash flows.
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Our five-year senior unsecured revolving facility provides that, following the consummation of the LNA Transaction, our maximum Leverage Ratio (as defined in the revolving credit agreement) may not exceed 4.75:1.00 for the first three fiscal quarters ending after the closing date of the LNA Transaction, 4.25:1.00 for the next three succeeding fiscal quarters and 3.75:1.00 thereafter. Our long-term target ratio of net debt to consolidated EBITDA is lower than these maximum levels, and we may not be able to reduce our leverage to our target ratio within our anticipated timeframe, or at all. If we fail to comply with the Leverage Ratio covenant, we could be in default under our revolving credit agreement, which could restrict our ability to borrow and adversely affect our liquidity and financial condition.
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• the inability of our shareholders to call special meetings or act by written consent of less than all shareholders;
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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
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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.
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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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the forms of such notes (incorporated by reference to Exhibits 4.2 through 4.7 to the Martin Marietta Materials, Inc., Current Report on Form 8-K filed on August 14, 2026) (Commission File No. 001-12744).
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10.1 Amendment No. 1 dated as of July 10, 2026 among the Corporation, the Lenders (as defined in the Revolving Credit Agreement) and JPMCB (incorporated by reference to Exhibit 10.1 to the Martin Marietta Materials, Inc., Current Report on Form 8-K filed on July 15, 2026) (Commission File No. 001-12744).
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10.2 Term Credit Agreement dated as of July 15, 2026 among the Corporation, the Lenders (as defined in the Term Credit Agreement) and JPMCB (incorporated by reference to Exhibit 10.2 to the Martin Marietta Materials, Inc., Current Report on Form 8-K filed on July 15, 2026) (Commission File No. 001-12744).
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10.5 Credit Agreement dated as of August 18, 2026, among the Corporation, the Lenders (as defined in the Credit Agreement), the Issuing Lenders (as defined in the Credit Agreement) and JPMCB (incorporated by reference to Exhibit 10.1 to the Martin Marietta Materials, Inc., Current Report on Form 8-K filed on August 18, 2026) (Commission File No. 001-12744).
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10.6 Shareholders Agreement, dated August 21, 2026, by and among Martin Marietta Materials, Inc., LNA Holding SRL and, solely for the purposes of the standstill provisions set forth therein, Financière de Gestions Internationales, a société en commandite par actions organized under the laws of Luxembourg (incorporated by reference to Exhibit 10.1 to the Martin Marietta Materials, Inc., Current Report on Form 8-K filed on August 24, 2026) (Commission File No. 001-12744).
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10.7 Registration Rights Agreement, dated August 21, 2026, by and between Martin Marietta Materials, Inc. and LNA Holding SRL (incorporated by reference to Exhibit 10.2 to the Martin Marietta Materials, Inc., Current Report on Form 8-K filed on August 24, 2026) (Commission File No. 001-12744).
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10.8 Eighteenth Amendment to Credit and Security Agreement, dated as of September 15, 2026, among Martin Marietta Funding LLC, as borrower, Martin Marietta Materials, Inc., as servicer, and Truist Bank, successor by merger to SunTrust Bank, as lender together with the other lenders from time to time party thereto, and Truist Bank, successor by merger to SunTrust Bank, as administrative agent for the lenders (including a conformed copy of the Credit and Security Agreement attached as Exhibit A ...
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*31.01 Certification dated November 4, 2026 of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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*31.02 Certification dated November 4, 2026 of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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† 32.01 Written Statement dated November 4, 2026 of Chief Executive Officer required by 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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† 32.02 Written Statement dated November 4, 2026 of Chief Financial Officer required by 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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Item 1A of the 10-Q filed Nov 4, 2026 against Item 1A of the 10-K filed Feb 19, 2026.
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