.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL

STATEMENTS

On June 27, 2026, Martin Marietta Materials, Inc. (“Martin Marietta”) and LNA Holding SRL (“LNA Holding”) entered into a securities sale agreement (the “SSA”) pursuant to which Martin Marietta will acquire all of the outstanding equity interests in Lhoist North America, Inc. (“Lhoist”), a wholly owned subsidiary of LNA Holding (the “Transaction”). In accordance with the SSA, the consideration payable by Martin Marietta to LNA Holding is approximately $13.5 billion, consisting of (i) $7.0 billion of cash, subject to certain adjustments, and (ii) 10,953,543 shares of newly-issued Martin Marietta common stock, with a value of approximately $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. The Transaction is expected to close in the third quarter of 2026, subject to customary closing conditions.

In connection with the Transaction, Martin Marietta obtained a bridge loan commitment of up to $7.0 billion to temporarily fund the Transaction, if necessary. On July 15, 2026, Martin Marietta obtained a three-year unsecured term loan commitment in the aggregate principal amount of $1.5 billion to replace a part of such bridge loan commitment. These unaudited pro forma condensed combined financial statements (the “pro forma financial statements”) assume that Martin Marietta will obtain an additional $5.5 billion of permanent senior unsecured debt to replace the remaining bridge loan commitments prior to the closing of the Transaction.

Prior to the Transaction, Martin Marietta completed three separate transactions that are included in the pro forma financial statements:

 

•

the acquisition of Premier Magnesia, LLC (“Premier”) on July 25, 2025;

 

•

an asset exchange with QUIKRETE Holdings, Inc. (“QUIKRETE”) on February 23, 2026; and

 

•

the acquisition of New Frontier Materials, LLC (“New Frontier” and, together with Premier and QUIKRETE, the “Other Acquisitions”) on May 15, 2026.

The pro forma financial statements have been derived from the historical consolidated financial statements of Martin Marietta, Premier, the operations acquired from QUIKRETE, New Frontier, and Lhoist.

The unaudited pro forma condensed combined statements of earnings (the “pro forma statements of earnings”) for the six months ended June 30, 2026 and for the year ended December 31, 2025, give effect to the Other Acquisitions, the Transaction and the related financings as if they were consummated on January 1, 2025. The unaudited pro forma condensed combined balance sheet (the “pro forma balance sheet”) as of June 30, 2026, gives effect to the Transaction and the related financings as if it was consummated on June 30, 2026. Assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes, which should be read in connection with the pro forma financial statements.

In accordance with Accounting Standards Codification (ASC) Topic 805, Business Combinations, the Transaction is being accounted for under the acquisition method with Martin Marietta as the acquirer. The purchase price has been allocated to the preliminary estimated fair values of the assets acquired and liabilities assumed from Lhoist using fair value concepts defined in ASC Topic 820, Fair Value Measurement. Fair value is defined as the price that would be received to sell an asset or paid to transfer

a liability in an orderly transaction between market participants as of the measurement date, which, in this case, is the closing date of the Transaction. The preliminary Transaction consideration and unaudited pro forma adjustments are subject to further adjustments as additional information becomes available and as additional analyses are performed, and such further adjustments may be material.

The pro forma financial statements should be read in conjunction with:

 

•

the accompanying notes to the pro forma financial statements;

 

•

the historical audited consolidated financial statements of Martin Marietta as of and for the year ended December 31, 2025, included in Martin Marietta’s Form 10-K filed with the SEC on February 19, 2026;

 

•

the historical unaudited condensed consolidated interim financial statements of Martin Marietta as of and for the quarter and six months ended June 30, 2026, included in Martin Marietta’s Form 10-Q filed with the SEC on July 30, 2026;

 

•

the historical audited consolidated financial statements of Lhoist as of and for the years ended December 31, 2025 and 2024, included in ; and

 

•

the historical unaudited condensed consolidated interim financial statements of Lhoist as of June 30, 2026 and for the six months ended June 30, 2026 and 2025, included in .2.

The pro forma financial statements have been presented for illustrative purposes only and do not reflect the impact of anticipated synergies expected to be realized from the Transaction and the Other Acquisitions. Therefore, the pro forma financial statements are not indicative of the results of operations and financial position that would have been achieved had the pro forma events taken place on the dates indicated, or the future consolidated results of operations or financial position of the combined company. The following information is only for the limited purpose of presenting what the results of operations and financial position of the combined businesses of Martin Marietta, Premier, operations acquired from QUIKRETE, New Frontier, and Lhoist might have looked like had the Other Acquisitions and the Transaction taken place at an earlier date and should not be relied on for any other purpose. All financial data included in the pro forma financial statements is presented in millions of U.S. Dollars and has been prepared on the basis of U.S. GAAP and Martin Marietta’s presentation and accounting policies.

MARTIN MARIETTA MATERIALS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2026

 

in millions		Martin Marietta (Historical)				Lhoist North America, Inc. (Historical)				Reclassifications				Note 4				Lhoist North America, Inc. (Reclassified)				Transaction Accounting Adjustments				Note 4				Financing				Note 4				Pro Forma Combined
ASSETS
Current Assets
Cash and cash equivalents		$	112			$	26			$	—							$	26			$	(7,222	)			(k	)		$	7,222				(k	)		$	138
Restricted cash			8				—				—								—				—								—								8
Advances to Affiliate			—				279				—								279				—								—								279
Accounts receivable, net			1,020				224				—								224				—								—								1,244
Inventories			1,169				93				—								93				59				(b	)			—								1,321
Prepaid expenses and other			—				48				(48	)			(a	)			—				—								—								—
Income taxes receivable			—				9				(9	)			(a	)			—				—								—								—
Other current assets			131				—				57				(a	)			57				20				(c	)			—								208
Current assets held for sale			6				—				—								—				—								—								6
Total current assets			2,446				679				—								679				(7,143	)							7,222								3,204
Property, plant and equipment, net			13,101				939				—								939				2,308				(d	)			—								16,348
Goodwill			3,959				107				—								107				5,893				(e	)			—								9,959
Other intangibles, net			565				38				—								38				5,862				(f	)			—								6,465
Operating lease right-of-use assets, net			381				63				—								63				—								—								444
Other noncurrent assets			853				4				—								4				(1	)			(g	)			—								856
TOTAL ASSETS		$	21,305			$	1,830			$	—							$	1,830			$	6,919							$	7,222							$	37,276
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable		$	349			$	85			$	—							$	85			$	83				(c	)		$	—							$	517
Accrued salaries, benefits and payroll taxes			71				—				25				(a	)			25				—								—								96
Accrued income taxes			—				5				(5	)			(a	)			—				—								—								—
Accrued other taxes			50				—				—								—				—								—								50
Accrued expenses			—				87				(87	)			(a	)			—				—								—								—
Current maturities of long-term debt			860				31				—								31				(31	)			(h	)			—								860
Current operating lease liabilities			70				18				—								18				—								—								88
Unpaid commitments to limited liability companies			51				—				—								—				—								—								51
Other current liabilities			288				—				67				(a	)			67				(20	)			(i	)			—								335
Total current liabilities			1,739				226				—								226				32								—								1,997
Long-term debt			5,091				892				—								892				(892	)			(h	)			7,222				(k	)			12,313

 

3

in millions		Martin Marietta (Historical)				Lhoist North America, Inc. (Historical)				Reclassifications				Note 4		Lhoist North America, Inc. (Reclassified)				Transaction Accounting Adjustments				Note 4				Financing				Note 4				Pro Forma Combined
Deferred income taxes, net			1,641				18				—						18				2,021				(b), (d), (f)				—								3,680
Noncurrent operating lease liabilities			324				50				—						50				—								—								374
Other noncurrent liabilities			962				148				—						148				—								—								1,110
Total liabilities			9,757				1,334				—						1,334				1,161								7,222								19,474
Equity
Common stock			1				—				—						—				—								—								1
Preferred stock			—				—				—						—				—								—								—
Additional paid-in capital			3,587				60				—						60				6,257				(j)				—								9,904
Accumulated other comprehensive income			94				3				—						3				(3	)			(j)				—								94
Retained earnings			7,864				433				—						433				(496	)			(c), (j)				—								7,801
Total Shareholders’ equity			11,546				496				—						496				5,758								—								17,800
Non-controlling interest			2				—				—						—				—								—								2
Total equity			11,548				496				—						496				5,758								—								17,802
TOTAL LIABILITIES AND EQUITY		$	21,305			$	1,830			$	—					$	1,830			$	6,919							$	7,222							$	37,276

See accompanying notes to unaudited pro forma condensed combined financial statements.

 

4

MARTIN MARIETTA MATERIALS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2026

 

in millions except per-share amounts		Martin Marietta (Historical)				QUIKRETE (Historical)				QUIKRETE (Adjusted)				Note 3				New Frontier (Historical)				New Frontier (Adjusted)				Note 3				Lhoist (Historical)				Lhoist (Reclassified)				Note 3				Lhoist (Adjusted)				Note 3				Financing				Note 3				Pro Forma Combined
Revenues
Revenues		$	3,309			$	50			$	50							$	61			$	61							$	905			$	905							$	904				(o)			$	—							$	4,324
Cost of revenues			2,504				39				(21	)			(e), (f)				50				47				(j), (k)				486				486								675				(o), (q)				—								3,205
Gross Profit			805				11				71								11				14								419				419								229								—								1,119
Costs and other deductions
Selling, general and administrative expenses			249				3				3								12				12								80				80								80								—								344
Acquisition, divestiture and integration expenses			24				—				—								—				—								—				—								—								—								24
Other operating (income)/expense, net			(1	)			—				—								1				1								—				(1	)			(n	)			—								—								—
Royalty (income)			—				—				—								—				—								(1	)			—				(n	)			—								—								—
Earnings from Operations			533				8				68								(2	)			1								340				340								149								—								751
Other items
Interest (income)			—				(4	)			—				(h	)			—				—								(5	)			—				(n	)			—								—								—
Interest expense			115				—				—								2				—				(l	)			26				26								—				(s	)			209				(x	)			324
Other nonoperating (income)/expense, net			(19	)			—				—								—				—								1				(4	)			(n	)			(4	)							—								(23	)
Earnings from continuing operations before income tax expense			437				12				68								(4	)			1								318				318								153								(209	)							450
Income tax expense (benefit)			101				—				1				(i	)			—				—				(m	)			66				78								38				(u	)			(51	)			(w	)			88
Earnings from continuing operations		$	336			$	12			$	67							$	(4	)		$	1							$	252			$	240							$	116							$	(158	)						$	362
Net earnings per common share from continuing operations
Basic		$	5.57																																																							$	5.09
Diluted		$	5.56																																																							$	5.08
Weighted-average common shares outstanding
Basic			60.2																																								10.9				(v	)											71.1
Diluted			60.3																																								10.9				(v	)											71.2

See accompanying notes to unaudited pro forma condensed combined financial statements.

 

5

MARTIN MARIETTA MATERIALS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2025

 

		Martin Marietta (Historical)				Premier (Historical)				Premier (Adjusted)				Note 3				QUIKRETE (Historical)				QUIKRETE (Adjusted)				Note 3				New Frontier (Historical)				New Frontier (Adjusted)				Note 3				Lhoist (Historical)				Lhoist (Reclassified)				Note 3				Lhoist (Adjusted)				Note 3				Financing				Note 3				Pro Forma Combined
Revenues
Revenues		$	6,150			$	148			$	127				(a)			$	433			$	433							$	191			$	191							$	1,754			$	1,754							$	1,750				(o)			$	—							$	8,651
Cost of revenues			4,261				115				115				(a), (b)				327				420				(e), (f)				150				168				(j), (k)				934				934								1,369				(o), (p), (q)				—								6,333
Gross Profit			1,889				33				12								106				13								41				23								820				820								381								—								2,318
Costs and other deductions
Selling, general and administrative expenses			443				13				13								21				21								21				21								144				144								144								—								642
Acquisition, divestiture and integration expenses			15				—				—								1				1								—				—								—				—								83				(r)				—								99
Other operating (income)/expense, net			(6	)			4				4								(4	)			(13	)			(g)				—				—								—				(7	)			(n)				(7	)							—								(22	)
Royalty (income)			—				—				—								—				—								—				—								(7	)			—				(n)				—								—								—
Earnings from Operations			1,437				16				(5	)							88				4								20				2								683				683								161								—								1,599
Other items
Interest (income)			—				—				—								(13	)			—				(h)				—				—								(16	)			—				(n)				—								—								—
Interest expense			230				3				—				(c)				—				—								6				—				(l)				55				55								—				(s)				447				(x)				677
Other nonoperating (income)/expense, net			(19	)			—				—								—				—								—				—								2				(14	)			(n)				(11	)			(t)				—								(30	)
Earnings from continuing operations before income tax expense			1,226				13				(5	)							101				4								14				2								642				642								172								(447	)							952
Income tax expense (benefit)			236				—				(1	)			(d)				83				17				(i)				—				1				(m)				128				128								43				(u)				(110	)			(w)				186
Earnings from continuing operations		$	990			$	13			$	(4	)						$	18			$	(13	)						$	14			$	1							$	514			$	514							$	130							$	(337	)						$	767
Net earnings per common share from continuing operations
Basic		$	16.37																																																																			$	10.74
Diluted		$	16.34																																																																			$	10.72
Weighted-average common shares outstanding
Basic			60.5																																																				10.9				(v	)											71.4
Diluted			60.6																																																				10.9				(v	)											71.5

See accompanying notes to unaudited pro forma condensed combined financial statements.

 

6

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED

FINANCIAL STATEMENTS

Note 1. Basis of Pro Forma Presentation

The pro forma financial statements have been derived from the historical consolidated financial statements of Martin Marietta, Premier, the operations acquired from QUIKRETE, New Frontier, and Lhoist. The pro forma statements of earnings for the six months ended June 30, 2026 and for the year ended December 31, 2025, give effect to the Other Acquisitions, the Transaction and the related financings as if they were consummated on January 1, 2025. The pro forma balance sheet as of June 30, 2026, gives effect to the Transaction and the related financings as if they were consummated on June 30, 2026. The pro forma financial statements and related notes are prepared in accordance with Article 11 of Regulation S-X, as amended.

In accordance with Accounting Standards Codification (ASC) Topic 805, Business Combinations, the Transaction is being accounted for under the acquisition method with Martin Marietta as the acquirer. The purchase price has been allocated to the preliminary estimated fair values of the assets acquired and liabilities assumed from Lhoist using fair value concepts defined in ASC Topic 820, Fair Value Measurement. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date, which, in this case, is the closing date of the Transaction. This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be buyers and sellers in the principal (or the most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result, the pro forma financial statements may record assets which are not intended to be used by Martin Marietta and/or value assets at fair value measures that do not reflect Martin Marietta’s intended use of those assets. Many fair value measurements can be highly subjective and it is also possible that others applying reasonable judgment to the same facts and circumstances could develop and support a range of alternative estimated amounts. Martin Marietta believes the preliminary estimated fair values are reasonable, based on information that is currently available. A final determination of the fair value of Lhoist’s assets and liabilities will be based on the actual net tangible and intangible assets and liabilities of Lhoist that exist as of the closing date of the Transaction and, therefore, cannot be made prior to the closing of the Transaction. Accordingly, the preliminary Transaction consideration and unaudited pro forma adjustments are subject to further adjustments as additional information becomes available and as additional analyses are performed, and such further adjustments may be material.

The pro forma financial statements do not reflect any anticipated cost savings or associated costs to achieve such savings from operating efficiencies, synergies or other restructuring that result from the Transaction or the Other Acquisitions. In addition, the pro forma financial statements do not purport to project the future financial position or operating results of the combined company. Transactions between Martin Marietta, Premier, QUIKRETE, New Frontier, and Lhoist during the periods presented in the pro forma financial statements have been eliminated as if Premier, QUIKRETE, New Frontier, and Lhoist were consolidated subsidiaries of Martin Marietta during the periods presented.

 

7

Note 2. Preliminary Transaction Consideration and Purchase Price Allocation

The preliminary Transaction consideration as of June 30, 2026 is calculated as follows:

 

Martin Marietta shares to be issued			10,953,543
Martin Marietta share price on June 30, 2026		$	576.70
Preliminary share consideration		$	6,316,908,248
Cash consideration			7,000,000,000
Estimated Other Transaction Cash Consideration			222,000,000
Total preliminary Transaction consideration		$	13,538,908,248

Pursuant to the SSA, Martin Marietta is obligated to pay LNA Holding approximately $1.2 million for each calendar day for the period beginning on January 1, 2026 and ending on the closing date of the Transaction, which, for purposes of these pro forma financial statements, amounts to the estimated other Transaction cash consideration of $222 million, assuming a closing date of June 30, 2026 (the “Estimated Other Transaction Cash Consideration”). The actual amount of the overall Estimated Other Transaction Cash Consideration will depend on the ultimate closing date of the Transaction.

A sensitivity analysis related to the fluctuation in Martin Marietta’s common stock price was performed to assess the impact of a hypothetical change of 10% on Martin Marietta’s closing share price on the estimated purchase consideration. Martin Marietta believes that a 10% fluctuation in the market price of its common stock is reasonably possible based on historical volatility. The following table shows the effect of changes in Martin Marietta’s share price and the resulting impact on the estimated Transaction consideration:

 

Change in Share Price		Share Price				Estimated Preliminary Transaction Consideration (in millions)
As presented		$	576.70			$	13,539
Increase of 10%		$	634.37			$	14,171
Decrease of 10%		$	519.03			$	12,907

The following is the preliminary estimated allocation of the Transaction consideration to the fair value of the assets acquired and the liabilities assumed by Martin Marietta in the Transaction as of June 30, 2026:

 

		(in millions)
Assets
Cash and cash equivalents		$	26
Accounts receivable			224
Advances to Lhoist affiliates			279
Inventories			152
Other current assets			57
Property, plant and equipment			3,247
Other intangible assets			5,900
Other noncurrent assets			66
Total Assets, excluding goodwill		$	9,951

 

8