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Martin Marietta Materials, Inc. entered into Amendment No. 1 to its $800,000,000 five-year senior unsecured revolving credit facility with JPMorgan Chase Bank, N.A., modifying the financial covenant so that, if its acquisition of Lhoist North America, Inc. is consummated, the maximum permitted Leverage Ratio is 4.75:1.00 for the first three fiscal quarters after closing, 4.25:1.00 for the next three fiscal quarters, and 3.75:1.00 thereafter.
The company also entered into a new Term Credit Agreement providing a three-year senior unsecured term loan facility of $1,500,000,000, subject to completion of the acquisition and customary conditions. Proceeds may be used to pay a portion of the cash consideration and related fees and expenses. The term loans will bear interest at either a Term SOFR Rate or Base Rate plus a ratings-based margin and carry a commitment fee on undrawn commitments from October 25, 2026 until termination. The agreement includes a leverage covenant with the same 4.75:1.00, 4.25:1.00 and 3.75:1.00 thresholds, an option to exclude certain acquisition debt for four quarters if the unadjusted ratio does not exceed 4.25:1.00, and a provision allowing up to $500,000,000 of cash and cash equivalents to reduce consolidated debt when both the revolving facility and the accounts receivable securitization facility are undrawn.
Martin Marietta Materials agreed to acquire Lhoist North America from LNA Holding for $13.5 billion, paid with $7 billion in cash and 10,953,543 newly issued shares valued at $6.5 billion. The deal is subject to antitrust clearance and other customary closing conditions, with an outside date that can extend into mid-2027.
LNA Holding is expected to own about 15% of Martin Marietta’s stock after closing and will receive board representation plus a non-voting observer, subject to ownership thresholds and voting support for board nominees. The seller’s shares are locked up for two years in stages.
Martin Marietta secured a 364-day unsecured bridge loan commitment of up to $7.0 billion to fund the cash portion. If required regulatory approvals are not obtained by the extended outside date, Martin Marietta may owe a $350 million cash termination fee to LNA Holding.
Martin Marietta Materials plans a $13.5 billion combination with Lhoist North America, agreeing to acquire all of Lhoist North America’s equity for $7.0 billion in cash and $6.5 billion in Martin Marietta common stock. The deal values LNA at about 15x its 2025 Adjusted EBITDA, including run-rate cost synergies.
LNA generated $1.8 billion of gross revenues and $786 million of Adjusted EBITDA in 2025, a 45% margin, supported by more than 2 billion tons of limestone reserves with over 200 years of useful life. Martin Marietta expects the transaction, targeted to close in the second half of 2026 subject to regulatory approvals, to be accretive to earnings and margins in the first 12 months after closing, with about $85 million of annual run-rate cost synergies within two years. Combined Net Leverage is projected at 3.7x at closing, with a goal of reducing it below 2.5x within 24 months. On closing, the Berghmans family is expected to own roughly 15% of Martin Marietta and gain rights to appoint one director and one board observer.
Martin Marietta Materials director David C. Wajsgras received a stock-based compensation award of 69 shares of Common Stock at $581.64 per share. The award was reported as an acquisition under a director compensation plan, not as an open-market purchase or sale.
After this grant, Wajsgras directly holds 5,028 shares of Martin Marietta Materials Common Stock. According to the related plan, these common stock units are deferred and will be settled in stock in a lump sum or installments after he ceases to be a non-employee director or at an elected later date.
Pike Thomas reported acquisition or exercise transactions in this Form 4 filing.
Martin Marietta Materials director Thomas Pike reported a routine equity award. On May 29, 2026, he received a grant of 59 shares of Common Stock at a reference price of $581.64 per share as non-cash compensation.
Following this award, Pike directly holds 4,963 shares of Martin Marietta Materials common stock. According to the company’s Common Stock Purchase Plan for Directors, these common stock units are accrued and will be settled in stock in a lump sum or installments, generally after he ceases to be a Non-Employee Director or on a later elected date within plan limits.
LYONS MARTIN J reported acquisition or exercise transactions in this Form 4 filing.
Martin Marietta Materials director Martin J. Lyons received an award of 61 common stock units on May 29, 2026. The units were accrued under the company’s Common Stock Purchase Plan for Directors and are to be settled in company stock in the future.
Settlement will occur in a lump sum or installments over up to 10 years, beginning after he ceases to be a non-employee director or on a later date he previously elected under the plan. Following this grant, he directly holds 374 shares of common stock.
WAJSGRAS DAVID C reported acquisition or exercise transactions in this Form 4 filing.
Martin Marietta Materials director David C. Wajsgras received a grant of 313 shares of Common Stock on May 14, 2026. The shares were awarded at no cash cost to him, and his directly held stake increased to 4,959 shares following this compensation-related award.
SLAGER DONALD W reported acquisition or exercise transactions in this Form 4 filing.
Martin Marietta Materials director Donald W. Slager received a grant of 313 shares of Common Stock as compensation. The shares were awarded at a stated price of $0.00 per share, indicating a non-cash equity award rather than an open-market purchase. Following this grant, his directly held position increased to 5,064 shares of Martin Marietta Materials Common Stock.
Pike Thomas reported acquisition or exercise transactions in this Form 4 filing.
Martin Marietta Materials director Thomas Pike received a grant of 313 shares of Common Stock. The award was recorded at a price of $0.00 per share, indicating a compensation-related stock grant rather than an open-market purchase. Following this transaction, Pike directly owns 4,904 shares of Martin Marietta Materials Common Stock, reflecting a modest increase in his equity stake aligned with director compensation.
PEREZ LAREE E reported acquisition or exercise transactions in this Form 4 filing.
Martin Marietta Materials director Laree E. Perez received a grant of 313 shares of Common Stock on May 14, 2026 at a stated price of $0.0000 per share, reflecting a compensation-related award rather than an open-market purchase. Following this award, Perez directly holds 15,730 shares of Martin Marietta Materials Common Stock, indicating the transaction is small relative to her overall reported position.