STOCK TITAN

Martin Marietta (NYSE: MLM) gains approvals for $13.5B Lhoist deal

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Martin Marietta Materials, Inc. has received all necessary regulatory approvals for its previously announced acquisition of Lhoist North America, Inc. Under a Securities Sale Agreement with LNA Holding SRL, Martin Marietta will acquire all outstanding equity interests in Lhoist North America for $13.5 billion in cash and shares of Martin Marietta common stock.

Lhoist North America operates a business producing, distributing, marketing and selling lime, dolomitic lime, limestone- and dolomitic stone-based industrial minerals and products, and aggregates in North America. Martin Marietta now expects the transaction to close in the third quarter of 2026, subject to customary closing conditions. Upon completion of the combination, Martin Marietta expects to become the nation’s leading producer of lime and limestone solutions.

Positive

  • All necessary regulatory approvals have been obtained for the $13.5 billion Lhoist North America acquisition, clearing a key hurdle before the expected third-quarter 2026 closing and supporting expansion into lime and limestone solutions.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Acquisition Consideration $13.5 billion Cash and shares of Martin Marietta common stock for all equity interests in Lhoist North America, Inc.
Expected Closing Period third quarter of 2026 Anticipated closing timeframe for the Lhoist North America transaction, subject to customary closing conditions
Operating Footprint 29 states Number of U.S. states in which Martin Marietta has operations, plus Canada and The Bahamas
Latest 10-K Year Year ended December 31, 2025 Reference period for Martin Marietta’s most recent Annual Report cited in the risk disclosures
Securities Sale Agreement regulatory
"entered into a Securities Sale Agreement, pursuant to which Martin Marietta will acquire"
customary closing conditions financial
"expected to close in the third quarter of 2026, subject to customary closing conditions"
"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.
forward-looking statements regulatory
"This press release contains forward-looking statements under the federal securities laws"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Private Securities Litigation Reform Act of 1995 regulatory
"including the Private Securities Litigation Reform Act of 1995"
Item 1A. Risk Factors regulatory
"including the sections thereof captioned “Other Matters” and “Item 1A. Risk Factors”"
Item 1A. Risk Factors is the section of a company’s regulatory filing that lists possible problems, uncertainties, and events that could harm its business, finances, or stock price. Investors use it like a warning label or weather forecast to understand what might go wrong, compare each company’s vulnerabilities, and decide how much risk to accept when valuing shares or building a portfolio.

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FAQ

What did Martin Marietta (MLM) announce about the Lhoist North America transaction?

Martin Marietta announced it has received all necessary regulatory approvals for its combination with Lhoist North America, Inc. The company now expects the transaction to close in the third quarter of 2026, subject to customary closing conditions.

What is the value and structure of Martin Marietta’s (MLM) Lhoist North America deal?

Martin Marietta agreed to acquire all outstanding equity interests in Lhoist North America for $13.5 billion in a mix of cash and shares of Martin Marietta common stock, under a Securities Sale Agreement with LNA Holding SRL.

When is Martin Marietta (MLM) expecting to close the Lhoist North America transaction?

Martin Marietta expects the Lhoist North America transaction to close in the third quarter of 2026. Completion remains subject to customary closing conditions, even though all necessary regulatory approvals have already been obtained.

What business does Lhoist North America add to Martin Marietta (MLM)?

Lhoist North America produces, distributes, markets and sells lime, dolomitic lime, limestone- and dolomitic stone-based industrial minerals and products, and aggregates in North America, expanding Martin Marietta’s presence in these materials markets.

How will the Lhoist North America combination affect Martin Marietta’s (MLM) market position?

Upon completion of the Lhoist North America combination, Martin Marietta expects to become the nation’s leading producer of lime and limestone solutions, enhancing its role as a major supplier of aggregates and related building materials.

Where does Martin Marietta (MLM) currently operate its building materials business?

Martin Marietta operates through a network of facilities spanning 29 states, Canada and The Bahamas, supplying aggregates and other building materials, as well as high-purity magnesia and dolomitic lime products through its Specialties business.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 5, 2026

 

 

 

Martin Marietta Materials, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

 

North Carolina

(State or Other Jurisdiction of Incorporation)

1-12744

(Commission File Number)

56-1848578

(I.R.S. Employer Identification No.)

     

4123 Parklake Avenue

Raleigh, North Carolina

(Address of Principal Executive Offices)

 

27612

(Zip Code)

 

 

Registrant’s Telephone Number, Including Area Code: 919-781-4550

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.01 par value per share   MLM   New York Stock Exchange

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 
 

 

Item 8.01. Other Events.

 

As previously announced, on June 27, 2026, Martin Marietta Materials, Inc., a North Carolina corporation (“Martin Marietta” or the “Company”), and LNA Holding SRL, a société à responsabilité limitée organized under the laws of Belgium, entered into a Securities Sale Agreement, pursuant to which Martin Marietta will acquire all of the outstanding equity interests in Lhoist North America, Inc., which owns and operates the business of producing, distributing, marketing and selling lime, dolomitic lime, limestone- and dolomitic stone-based industrial minerals and products, and aggregates in North America, for $13.5 billion in cash and shares of Martin Marietta common stock (the “Transaction”).

 

On August 5, 2026, Martin Marietta issued a press release announcing that it has received all necessary regulatory approvals with respect to the Transaction. Martin Marietta expects the Transaction to close in the third quarter of 2026, subject to customary closing conditions.

 

A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

 

The information in this Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished to the U.S. Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

 

 
 

 

 

Forward-Looking Statements

 

This Current Report on Form 8-K contains forward-looking statements under the federal securities laws, including the Private Securities Litigation Reform Act of 1995. These statements include: the expected timing for completing the transaction. These statements involve risks and uncertainties and are based on assumptions that the Company believes are reasonable, but which may differ materially from actual results, including, among others, risks and uncertainties relating to the timing of consummation of the transaction; the risk that the conditions to closing of the transaction may not be satisfied, or that the closing of the transaction does not occur. These statements reflect the Company’s current expectations or forecasts of future events. You can identify these statements because they do not relate only to historical or current facts and may use words such as “guidance”, “anticipate”, “may”, “expect”, “should”, “believe”, “will”, and other words of similar meaning in connection with future events or future performance. Any or all of the Company’s forward-looking statements herein and in other publications may prove to be incorrect.

 

A further list and description of risks, uncertainties and other matters can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and in the Company’s subsequent reports on Form 10-Q, including the sections thereof captioned “Other Matters” and “Item 1A. Risk Factors”, and in the Company’s subsequent reports on Form 8-K. Except as required by law, the Company does not undertake any obligation to publicly update any forward-looking statements whether as a result of new information, future events, changed circumstances or otherwise.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

 

Exhibit No.   Description of Exhibit
     
99.1   Press Release, dated August 5, 2026
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 
 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  MARTIN MARIETTA MATERIALS, INC.  
       
       
Date: August 5, 2026 By:  /s/ George Schoen  
    Name: George Schoen  
   

Title:

Executive Vice President,

 
      General Counsel and Corporate Secretary  

 

Exhibit 99.1

 

MARTIN MARIETTA RECEIVES REGULATORY APPROVALS FOR

LHOIST NORTH AMERICA TRANSACTION

 

Raleigh, N.C. (August 5, 2026) – Martin Marietta Materials, Inc. (NYSE: MLM) (Martin Marietta or the Company), today announced that it has received all necessary regulatory approvals for its previously announced combination with Lhoist North America, Inc. (LNA). The transaction is now expected to close in the third quarter of 2026, subject to customary closing conditions.

 

About Martin Marietta

 

Martin Marietta, a member of the S&P 500 Index, is an American-based company and a leading supplier of aggregates and other building materials. Through a network of operations spanning 29 states, Canada and The Bahamas, dedicated Martin Marietta teams supply the resources necessary for building the solid foundations on which our communities thrive. Martin Marietta’s Specialties business provides high-purity magnesia and dolomitic lime products used worldwide in environmental, industrial, agricultural and other specialty applications. Upon completion of the LNA combination, Martin Marietta expects to become the nation’s leading producer of lime and limestone solutions. For more information, visit www.martinmarietta.com or www.magnesiaspecialties.com.

 

Investor Contacts:

 

Jacklyn Rooker

Vice President, Investor Relations

+1 (919) 510-4736

Jacklyn.Rooker@martinmarietta.com

 

MLM-G.

 

 

This press release contains forward-looking statements under the federal securities laws, including the Private Securities Litigation Reform Act of 1995. These statements include: the expected timing for completing the transaction. These statements involve risks and uncertainties and are based on assumptions that the Company believes are reasonable, but which may differ materially from actual results, including, among others, risks and uncertainties relating to the timing of consummation of the transaction; the risk that the conditions to closing of the transaction may not be satisfied, or that the closing of the transaction does not occur. These statements reflect the Company’s current expectations or forecasts of future events. You can identify these statements because they do not relate only to historical or current facts and may use words such as “guidance”, “anticipate”, “may”, “expect”, “should”, “believe”, “will”, and other words of similar meaning in connection with future events or future performance. Any or all of the Company’s forward-looking statements herein and in other publications may prove to be incorrect.

 

 

A further list and description of risks, uncertainties and other matters can be found in Martin Marietta’s Annual Report on Form 10-K for the year ended December 31, 2025 and in Martin Marietta’s subsequent reports on Form 10-Q, including the sections thereof captioned “Other Matters” and “Item 1A. Risk Factors”, and in Martin Marietta’s subsequent reports on Form 8-K. Except as required by law, Martin Marietta does not undertake any obligation to publicly update any forward-looking statements whether as a result of new information, future events, changed circumstances or otherwise.

 

Filing Exhibits & Attachments

4 documents