AddedRisk Factors
Our business depends on construction activity, which is cyclical and sensitive to macroeconomic, funding and operating conditions.
MLMMartin Marietta Materials
Martin Marietta Materials, Inc. (the Company or Martin Marietta) is a leading natural resource-based building materials company. 10-K, Item 1
- Headquarters
- Raleigh, NC
- CEO
- C. Howard Nye
- Next results
- around Feb 10, 2027
10-K 0001193125-26-059193 (2026-02-19) vs 10-K 0000950170-25-024770 (2025-02-21)
| Section | Compared text | Words now | Changed |
|---|---|---|---|
| Risk Factors | Item 1A | 9,308 | 30.4% |
| MD&A | Item 7 | 15,366 | 22.2% |
| Legal Proceedings | Item 3 | 246 | 0.0% |
| Accounting Policies | Item 8 (note not found) | 0 | not compared |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
MD&A 172 words changed in this paragraph; it is 33% similar to last year's version.
The Magnesia Specialties business manufactures magnesia-based chemicals products for industrial, agricultural and environmental applications at its Manistee, Michigan facility. The chemical products business focuses on higher-margin specialty chemicals that can be produced at volumes that support efficient operations. The Magnesia Specialties business also produces and sells dolomitic lime from its Woodville, Ohio facility. facility and manufactures high-purity natural and synthetic magnesia-based products for environmental, industrial, agricultural, construction, consumer and specialty applications at its Manistee, Michigan; Woodville, Ohio; Gabbs, Nevada; Waynesville, North Carolina; Greendale, Indiana; and Aspers, Pennsylvania facilities. These magnesia-based products have varying uses, including flame retardants, wastewater treatment, pulp and paper production and other specialty applications. Dolomitic lime products sold to external customers are primarily used by the domestic steel industry, industry as a fluxing agent, and in construction applications for soil stabilization, while the remaining lime shipments are used internally as a raw material for the manufacturing of chemical synthetic magnesia-based products. On July 25, 2025, the Company acquired Premier Magnesia, LLC (Premier), a privately-owned producer and distributor of magnesia-based products, using cash on hand and credit-facility borrowings. Premier is the largest producer of natural magnesite and magnesium sulfate, or Epsom salt, in the United States. This transaction expands the Company's product offerings to new and existing customers and enhances the Specialties business.
Source: Item 7, 10-K 0001193125-26-059193 vs Item 7, 10-K 0000950170-25-024770
Risk Factors 166 words changed in this paragraph; it is 49% similar to last year's version.
Our challenge is ability to find 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. As communities in many of our geographic Quality deposits that meet customer specifications are increasingly difficult to secure near growing markets have grown, they have settled in due to competing land uses, zoning and around attractive quarrying locations land-use restrictions, and have imposed restrictions on mining. community opposition. We try to meet this challenge by identifying and permitting sites prior to economic expansion, buying more land around our existing quarries to increase our mineral reserves, developing underground mines mines, and expanding a distribution network that transports aggregates products by various methods, including rail and water. While 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 reserves accessible to our distribution network allows us markets, obtain or maintain required permits and approvals, secure necessary property and access rights on acceptable terms, or economically transport materials to transport demand centers, our products longer distances than would normally ability to serve customers and our results of operations could be considered economical, we can give no assurances that we will continue to be successful at this strategy. adversely affected.
Source: Item 1A, 10-K 0001193125-26-059193 vs Item 1A, 10-K 0000950170-25-024770
Every change, by type
Sentences and paragraphs of MLM's Risk Factors and MD&A, 10-K 2026-02-19 against 10-K 2025-02-21. Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
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.
AddedRisk Factors
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.
AddedRisk Factors
Widespread declines in aggregates pricing could adversely affect our business, financial condition, and results of operations.
AddedRisk Factors
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:
AddedRisk Factors
•Reduced demand across residential, nonresidential, or public infrastructure markets;
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•Excess industry capacity in a local market, new market entrants, imports or long-haul supply;
AddedRisk Factors
•Product and geographic mix shifting towards lower-value stone, shorter haul lengths or smaller jobs;
AddedRisk Factors
•Contract structures that limit or delay price adjustments, particularly when input costs remain elevated;
AddedRisk Factors
•Inability to pass through increases in delivered costs on a timely or complete basis, resulting in price-cost spread compression.
AddedRisk Factors
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.
AddedRisk Factors
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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RewordedRisk Factors
Our future growth depends in part on acquiring other businesses in our industry, disciplined acquisitions and strategic investments, and we have the ability to acquire businesses by paying all or in part with may use shares of our common stock. stock as consideration.
RewordedRisk Factors
RewordedRisk Factors
Our collective bargaining agreements for employees of our Magnesia Specialties business at the Woodville, Ohio, Ohio lime plant, the Manistee, Michigan synthetic magnesia plant and the Manistee, Michigan Gabbs, Nevada magnesia chemicals mine and processing plant expire in June 2026 2026, August 2027 and August 2027, June 2028, respectively.
RewordedRisk Factors
If economic conditions and construction spending decline significantly in one or more areas, particularly in our Building Materials business’ top ten revenue-generating states of Texas, North Carolina, Colorado, California, Georgia, Florida, Minnesota, Arizona, South Carolina and Iowa, states, our shipments profitability will decrease. could be adversely affected.
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Our Building Materials business depends on the availability of identifying, acquiring, permitting and developing quality aggregates reserves or deposits within an economic haul radius and our ability to mine them economically. and transport those reserves.
RewordedRisk Factors
Our cement plant and our Magnesia Woodville, Ohio and Manistee, Michigan Specialties plants are strictly regulated with respect to GHG emissions and hold Title V Permits under USEPA regulations, and each (other than the Manistee Michigan facility) is our cement plant and Woodville plant are also subject to the U.S.
RewordedRisk Factors
Rising interest rates could also result in disruptions in the credit markets, which could affect our business, as described in greater detail under "Disruptions in the credit markets could affect our business" risk factor. business.
RewordedRisk Factors
Changes in legal requirements laws, regulations, and governmental policies concerning enforcement practices, including zoning, land use, the environment, health and safety and other areas of the law, safety, as well as litigation relating to these matters, affect our businesses.
RewordedRisk Factors
Our Building Materials business is seasonal and subject sensitive to the weather, which weather and climate-related conditions that can significantly impact operations. disrupt operations, shipments and demand.
RewordedRisk Factors
Our challenge is ability to find 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.
RewordedRisk Factors
However, in connection with the integration of any other business that we acquire, there is a risk that we will not be able to achieve such integration in a successful manner 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 forecast from the acquisition.
Quiet changesRisk Factors
Based on our history, we believe we would will be successful in this integration process.
Quiet changesRisk Factors
AddedMD&A
On August 3, 2025, the Company entered into a definitive agreement with Quikrete Holding, Inc. (QUIKRETE) for the exchange of certain assets. The pending disposal of the Company's cement plant, related cement terminals and Texas ready mixed concrete plants meets the criteria for held for sale and the associated financial results of these operations are reported as discontinued operations for all periods presented (see Note B to the consolidated financial statements). The Company has recast all comparative prior-period financial information presented in Management's Discussion and Analysis of Financial Condition and Results of Operations, unless otherwise noted, to reflect this presentation.
AddedMD&A
The Company operates a Specialties business (formerly known as the Magnesia Specialties business) which 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 a raw material input in synthetic magnesia production. The July 2025 acquisition of Premier Magnesia expanded the Company’s product portfolio and enhanced its domestic magnesia mineral reserves and processing capabilities. Specialties’ production facilities are located in Michigan, Ohio, Nevada, North Carolina, Indiana and Pennsylvania, and products are shipped to customers domestically and worldwide.
AddedMD&A
The nonresidential construction market accounted for 36% of the Company’s aggregates shipments in 2025. Heavy nonresidential construction demand remained steady in 2025 across key geographies due to rapid expansion in data centers, a recovery in warehousing and distribution, and early-stage momentum in energy and advanced manufacturing. The Company expects 2026 demand in these nonresidential segments to remain strong.
AddedMD&A
Additionally, the Company may implement multiple price increases throughout the year, as appropriate, on a market-by-market basis. Pricing is determined locally and is influenced by each market’s supply-and-demand dynamics. For further information on pricing, see the discussion in the Financial Overview section.
AddedMD&A
The Specialties business produces and sells dolomitic lime from its Woodville, Ohio facility and manufactures high-purity natural and synthetic magnesia-based products for environmental, industrial, agricultural, construction, consumer and specialty applications at its Manistee, Michigan; Woodville, Ohio; Gabbs, Nevada; Waynesville, North Carolina; Greendale, Indiana; and Aspers, Pennsylvania facilities. These magnesia-based products have varying uses, including flame retardants, wastewater treatment, pulp and paper production and other specialty applications. Dolomitic lime products sold to external customers are primarily used by the domestic steel industry as a fluxing agent, and in construction applications for soil stabilization, while the remaining lime shipments are used internally as a raw material for the manufacturing of synthetic magnesia-based products. On July 25, 2025, the Company acquired Premier Magnesia, LLC (Premier), a privately-owned producer and distributor of magnesia-based products, using cash on hand and credit-facility borrowings. Premier is the largest producer of natural magnesite and magnesium sulfate, or Epsom salt, in the United States. This transaction expands the Company's product offerings to new and existing customers and enhances the Specialties business.
AddedMD&A
SG&A expenses for 2025, 2024 and 2023 were 7.2%, 7.6% and 7.3% of revenues, respectively.
AddedMD&A
Interest expense was $230 million in 2025, $169 million in 2024 and $165 million in 2023. The 2025 increase in expense reflects interest on the $1.5 billion of publicly traded bonds issued in November 2024.
AddedMD&A
Adjusted EBITDA from Continuing Operations, Adjusted EBITDA from Discontinued Operations and Consolidated Adjusted EBITDA
AddedMD&A
Adjusted EBITDA from discontinued operations includes the adjustments described above for discontinued operations only. Consolidated Adjusted EBITDA includes the adjustments described above for both continuing and discontinued operations.
AddedMD&A
years ended December 31 2025 2024 2023 (in millions) Cash Provided by Operating Activities: Continuing operations $ 1,598 $ 1,227 $ 1,307 Discontinued operations 187 232 221 $ 1,785 $ 1,459 $ 1,528 Cash (Used for) Provided by Investing Activities: Continuing operations $ (1,507) $ (2,326) $ 185 Discontinued operations (81) (118) 274 $ (1,588) $ (2,444) $ 459 Cash (Used for) Provided by Financing Activities: Continuing operations $ (794) $ 379 $ (1,058) Discontinued operations (6) (6) (6) $ (800) $ 373 $ (1,064)
AddedMD&A
Long-term debt was $5.3 billion at December 31, 2025, and was predominately in the form of publicly-issued long-term notes.
AddedMD&A
•The impact of the Administration on the availability and timing of federal and state infrastructure investment;
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The decrease in Building Materials business gross profit in 2024 compared with 2023 was primarily attributable due to the Divestiture February 2024 divestiture of the South Texas cement plant and related ready mixed concrete operations (the Divestiture) as well as the $20 million Inventory Markup charge (the Inventory Markup) associated with the BWI Southeast acquisition, partially offset by pricing gains across all product lines and lower energy costs. April 2024 acquisition of 20 active aggregates operations from affiliates of Blue Water Industries LLC (BWI Southeast).
RewordedMD&A
Interest expense, net of interest income 220 128 119 Income tax expense for controlling interests 600 293 236 549 234 Depreciation, depletion and amortization expense and 581 500 449 earnings/loss from 564 505 nonconsolidated equity affiliates Acquisition, divestiture and integration expenses 12 40 12 Impact of selling acquired inventory after markup to fair value 5 20 — as part of 20 — acquisition accounting Nonrecurring gain on divestiture — (1,331) — Noncash asset Asset and portfolio rationalization charge charges 21 50 — Consolidated Adjustments to net earnings from continuing operations 1,075 (44) 814 attributable to Martin Marietta Adjusted EBITDA from continuing operations $ 2,066 2,065 $ 2,128 1,771 $ 1,805
RewordedMD&A
The Revolving Facility requires the Company’s ratio of consolidated net debt-to-consolidated EBITDA, as defined, for the trailing-twelve months (the Ratio) to not exceed 3.50x as of the end of any fiscal quarter, provided that the Company may exclude from the Ratio certain debt incurred in connection with certain qualifying acquisitions during the current quarter (or or the three preceding quarters) so long as quarters, provided that the Ratio calculated without such exclusion does not exceed 4.00x.
RewordedMD&A
Aggregates 1,939 1,727 1,709 Cement and ready mixed concrete 1,083 1,518 Asphalt and paving services 685 688 Other Building Materials 836 894 1,280 Less: interproduct revenues (260) (220) (216) West Group Total 3,275 3,699 2,515 2,401 2,773 Total Building Materials business 6,216 6,462 Magnesia 5,709 5,342 5,536 Specialties 441 320 315 Total $ 6,536 6,150 $ 6,777 5,662 $ 5,851
RewordedMD&A
The Revolving Facility requires the Company’s ratio of consolidated net debt-to-consolidated EBITDA, as defined, for the trailing-twelve months (the Ratio) to not exceed 3.50x as of the end of any fiscal quarter, provided that the Company may exclude from the Ratio debt incurred in connection with certain acquisitions during the quarter (or the three preceding quarters) so long as the Ratio calculated without such exclusion does not exceed 4.00x. quarter.
RewordedMD&A
(the Company or Martin Marietta) is a natural resource-based building materials company, with 2024 2025 revenues of $6.5 $6.2 billion and 2024 2025 net earnings from continuing operations attributable to Martin Marietta of $2.0 billion, inclusive of a $976 million after-tax nonrecurring gain on the divestiture of the Company's South Texas cement plant and related ready mixed concrete operations (the Divestiture). $990 million.
RewordedMD&A
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According to the United States Census Bureau, for the year twelve months ended December October 31, 2024, 2025, the most recent data available, seasonally-adjusted national single-family housing starts decreased 3% 8% to approximately 1.1 0.9 million units compared with 2023 and seasonally-adjusted national single-family housing permits decreased 3% versus 2023. 2024.
RewordedMD&A
Materials pricing for construction projects is generally typically based on terms committing to agreements that guarantee the availability of specified products of products, in stated quantities, at agreed-upon prices for a stated quantity at an agreed-upon price during a definitive defined period.
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Regardless of cycle, the economic environment, the Company sets a priority of investing prioritizes capital to investments that ensure safe, environmentally sound responsible, and efficient operations, as well as to provide allow delivery of the highest quality of customer service service, and establish a strong foundation for future growth.
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The Company completed a finishing capacity expansion project at the Midlothian plant in August 2024, which will provide provided 0.45 million tons of incremental annual cement production capacity.
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However, during periods of heightened significant or rapid increases in production costs, multi-year infrastructure contract pricing may provide only nominal pricing growth.
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The Company’s consolidated operating results and certain operating results as a percentage of revenues are as follows:
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Pursuant to authority granted by its Board of Directors, the Company can may repurchase up to 20 million shares of common stock.
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