NOTE B: BUSINESS COMBINATIONS, DIVESTITURES, DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE

Business Combinations

Lhoist North America, Inc.

On June 27, 2026, the Company entered into a definitive agreement to acquire Lhoist North America, Inc. (LNA), a subsidiary of Lhoist Group, for $13.5 billion. Consideration will consist of $7.0 billion in cash (subject to customary adjustments) and 10,953,543 newly-issued shares of Martin Marietta common stock, par value $0.01 per share (the Consideration Shares), with a value of $6.5 billion based on the volume-weighted average trading price of Martin Marietta common stock for the 15 trading days ending on June 26, 2026. Following the closing, LNA is expected to hold approximately 15% of the outstanding Martin Marietta common stock based upon the outstanding shares of Martin Marietta common stock as of June 26, 2026. The transaction is expected to be completed in the second half of 2026, subject to regulatory approvals and other customary closing conditions.

LNA is a leading producer of high-calcium lime, dolomitic lime and industrial mineral products, serving a diversified set of end markets through a network of 20 quarries and production facilities and 45 distribution terminals. With more than two billion tons of high-quality limestone reserves and strategic positioning primarily in high-growth Sun Belt metropolitan corridors, this transaction is expected to strengthen the Company's portfolio by expanding its complementary, upstream

Specialties business in lime and other industrial minerals and by enhancing its ability to better serve new and existing customers. The transaction is further expected to enhance the Company's long-term earnings durability, geographic diversification and exposure to attractive industrial and infrastructure-related end markets.

On June 27, 2026, the Company secured a bridge funding commitment to temporarily fund the acquisition, if necessary. The related $26 million fee for the commitment is capitalized as of June 30, 2026 and will be amortized over the bridge funding commitment period. In anticipation of the pending transaction, on July 15, 2026, the Company secured a three-year senior unsecured term loan commitment in the aggregate principal amount of $1.5 billion. No borrowings are expected to be made until the closing of the transaction.

New Frontier Materials LLC.

On May 15, 2026, the Company acquired New Frontier Materials LLC (NFM), a complementary bolt-on aggregates-led business operating in the greater St. Louis metropolitan area. The acquired aggregates assets produce over 8 million tons annually and enhance the Company's existing footprint in its Central Division. The Company has recorded preliminary fair values of the assets acquired and liabilities assumed, which are subject to additional reviews that are not yet complete. Thus, these amounts are subject to change during the measurement period, which extends no longer than one year from the consummation date, and remained open as of June 30, 2026. Specific accounts subject to ongoing purchase accounting adjustments include, but are not limited to, inventories; property, plant and equipment; goodwill and other intangible assets; other assets; and other liabilities. The goodwill generated by the transaction is deductible for income tax purposes. The acquisition is reported in the Company's West Group and is immaterial to other business combination disclosures, including pro-forma results of operations.

QUIKRETE Holdings, Inc.

On February 23, 2026, the Company completed its asset exchange with QUIKRETE Holdings, Inc. (QUIKRETE). Under the terms of the transaction, Martin Marietta acquired aggregates operations producing approximately 20 million tons annually in Virginia, Missouri, Kansas and Vancouver, British Columbia, an asphalt and paving business in Vancouver, British Columbia, and $450 million in cash. In exchange, QUIKRETE acquired the Company’s Midlothian cement plant, related cement distribution terminals, Texas ready mixed concrete assets and certain nonoperating land. The acquired aggregates facilities complement Martin Marietta's existing geographic footprint in its Central Division and allow the Company to expand into new growth platforms in Virginia and the Pacific Northwest.

The Company determined and recorded the preliminary acquisition-date fair values of assets acquired and liabilities assumed, which are subject to additional reviews that are not yet complete. As such, these amounts are subject to change during the measurement period, which extends no longer than one year from the consummation date, and remained open as of June 30, 2026. Notably, during the measurement period, the Company increased the acquisition-date fair value of property, plant and equipment by $71 million, increased other liabilities by $30 million and reduced goodwill by $23 million. Specific accounts subject to ongoing purchase accounting adjustments include, but are not limited to, inventories; property, plant and equipment; intangible assets; other assets; other liabilities; deferred income taxes and goodwill. Of the total goodwill generated by the transaction, $142 million is not deductible and $55 million is deductible for income tax purposes.

Revenues and pretax loss attributable to QUIKRETE included in the Company's consolidated statements of earnings and comprehensive earnings were $130 million and $26 million, respectively, for the three months ended June 30, 2026 and $172 million and $40 million, respectively, for the six months ended June 30, 2026. The pretax loss for the three and six months ended June 30, 2026 includes a charge of $45 million and $67 million, respectively, associated with the sale of acquired inventory after its markup to fair value in purchase accounting.

The following unaudited pro forma financial information summarizes the combined results of the continuing operations for the Company and QUIKRETE as though the companies had been combined as of January 1, 2025. The unaudited pro forma financial information does not purport to project the future financial position or operating results of the combined company. Consistent with the assumed acquisition date of January 1, 2025, the pro forma financial results include $10 million of after-tax acquisition and integration expenses and a $50 million after-tax charge associated with the sale of inventory after its markup to fair value in purchase accounting for the six months ended June 30, 2025.

Premier Magnesia, LLC.

On July 25, 2025, the Company acquired Premier Magnesia, LLC (Premier), a privately-owned producer and distributor of magnesia-based products, using cash on hand and credit facility borrowings. Premier is the largest producer of natural magnesite and magnesium sulfate, or Epsom salt, in the United States, with facilities in Nevada, North Carolina, Indiana and Pennsylvania. This transaction expanded the Company's product offerings to new and existing customers and enhanced the Company's Specialties business. The Company has recorded preliminary fair values of the assets acquired and liabilities assumed, which are subject to additional reviews that are not yet complete. Accordingly, these amounts are subject to change during the measurement period, which extends no longer than one year from the consummation date, and remained open as of June 30, 2026. Specific accounts subject to ongoing purchase accounting adjustments, include but are not limited to, property, plant and equipment; goodwill; and other liabilities. The goodwill generated by the transaction is deductible for income tax purposes. The acquisition is reported in the Company's Specialties reportable segment and is immaterial to other business combination disclosures, including pro-forma results of operations.

Divestitures

On February 23, 2026, the Company divested its Midlothian cement plant, related cement distribution terminals, Texas ready mixed concrete plants 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 operations optimizes its portfolio and product mix and preserves financial flexibility to pursue future pure-play aggregates growth opportunities.

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 six months ended June 30, 2026 and excludes transaction expenses associated with the divestiture.

Discontinued Operations

The associated financial results for the Company's Midlothian cement plant, related cement distribution terminals and Texas ready mixed concrete plants, which are part of the East Group, are reported as discontinued operations on the consolidated statements of earnings and comprehensive earnings through their February 23, 2026 divestiture date.

Assets and Liabilities Held for Sale

Assets and liabilities held for sale at June 30, 2026 include certain nonoperating land. At December 31, 2025, assets and liabilities held for sale also included the Company's Midlothian cement plant, related cement distribution terminals and Texas ready mixed concrete plants, which were subsequently divested in February 2026.