Martin Marietta prices multi-tranche notes deal

Rhea-AI Filing Summary

Martin Marietta Materials, Inc. entered into an underwriting agreement for a multi‑tranche senior notes offering to finance its previously announced acquisition of Lhoist North America, Inc. The company priced $750 million of 4.850% Senior Notes due 2029, $1,250 million of 5.200% Senior Notes due 2032, $1,000 million of 5.400% Senior Notes due 2034, $1,500 million of 5.625% Senior Notes due 2036 and $1,000 million of 6.375% Senior Notes due 2056.

The notes will be issued slightly below par, with prices ranging from 99.660% to 99.936% of par value, and pay semiannual interest on specified February/August or January/July dates beginning in 2027. Net proceeds, together with borrowings under a $1.5 billion senior unsecured term loan facility, will fund the cash consideration for the Lhoist North America equity acquisition, subject to customary closing conditions for the notes offering.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

2029 Notes size: $750 million 2032 Notes size: $1,250 million 2034 Notes size: $1,000 million +5 more

8 metrics

2029 Notes size $750 million Aggregate principal amount of 4.850% Senior Notes due 2029

2032 Notes size $1,250 million Aggregate principal amount of 5.200% Senior Notes due 2032

2034 Notes size $1,000 million Aggregate principal amount of 5.400% Senior Notes due 2034

2036 Notes size $1,500 million Aggregate principal amount of 5.625% Senior Notes due 2036

2056 Notes size $1,000 million Aggregate principal amount of 6.375% Senior Notes due 2056

Term loan facility $1.5 billion Senior unsecured term loan facility to be used with notes proceeds for Lhoist acquisition cash consideration

Issue price 2029 Notes 99.936% Percentage of par value at which the 4.850% Senior Notes due 2029 will be issued

Coupon 2056 Notes 6.375% Interest rate per annum on Senior Notes due 2056, paid semiannually

Key Terms

shelf registration statement, prospectus supplement, aggregate principal amount, senior unsecured term loan facility, +2 more

6 terms

shelf registration statement regulatory

"The Notes will be sold pursuant to Martin Marietta’s shelf registration statement"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"Before you invest, you should read the prospectus in that registration statement and the prospectus supplement"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

aggregate principal amount financial

"pricing of its offering of $750 million aggregate principal amount of 4.850% Senior Notes"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

senior unsecured term loan facility financial

"together with borrowings under a $1.5 billion senior unsecured term loan facility"

A senior unsecured term loan facility is a formal loan that a company borrows for a fixed period and repays according to an agreed schedule, where the lender has priority over most other creditors but the loan is not backed by specific assets as collateral. It matters to investors because it increases a company’s debt burden and affects financial risk and interest costs, while its senior status offers relative protection in the event of default, even though recovery may be lower than for secured debt.

original issue discount financial

"will be issued at 99.936% of par value"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

joint book-running managers financial

"will serve as underwriters and joint book-running managers for the offering"

Joint book-running managers are the lead banks or financial firms responsible for organizing and overseeing the sale of a large financial offering, such as a company’s stock or bonds. They coordinate efforts to set the price, attract investors, and ensure the offering is successful. Their role is important to investors because they help ensure the offering is well-managed, properly priced, and accessible to a wide range of buyers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt is Martin Marietta (MLM) issuing in this offering?

Martin Marietta is issuing five tranches of senior notes: $750M 2029, $1,250M 2032, $1,000M 2034, $1,500M 2036, and $1,000M 2056, each with fixed interest rates between 4.850% and 6.375%.

What are the coupon rates on Martin Marietta’s (MLM) new notes?

The notes carry fixed coupons of 4.850% (2029), 5.200% (2032), 5.400% (2034), 5.625% (2036), and 6.375% (2056). Each tranche pays semiannual interest starting in 2027 on specified February/August or January/July dates.

At what prices relative to par will MLM’s new notes be issued?

The notes will be issued slightly below par: 99.936% (2029), 99.894% (2032), 99.772% (2034), 99.660% (2036) and 99.721% (2056) of par value, reflecting modest original issue discounts on each tranche.

How will Martin Marietta (MLM) use the proceeds from the notes?

Net proceeds from the notes, together with borrowings under a $1.5 billion senior unsecured term loan facility, will be used to pay the cash consideration for Martin Marietta’s previously announced acquisition of all outstanding equity interests in Lhoist North America, Inc.

When do the new Martin Marietta (MLM) notes mature and start paying interest?

The notes mature in 2029, 2032, 2034, 2036 and 2056. Interest begins in 2027: February 15 and August 15 for the 2029, 2036 and 2056 notes, and January 30 and July 30 for the 2032 and 2034 notes, all paid semiannually.

Under what registration framework is MLM conducting this notes offering?

The notes will be sold under Martin Marietta’s shelf registration statement on Form S-3, using a base prospectus and a prospectus supplement on file with the SEC, with sales made only pursuant to the relevant prospectus documents.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/12/2026 - 04:19 PM EDT Learn about SEC filing dates

MARTIN MARIETTA MATERIALS INC false 0000916076 0000916076 2026-08-11 2026-08-11

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 11, 2026

Martin Marietta Materials, Inc.

(Exact name of registrant as specified in its charter)

North Carolina		001-12744		56-1848578
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

4123 Parklake Avenue
Raleigh, North Carolina		27612
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 919-781-4550

Not Applicable

(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		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 1.01. Entry into a Material Definitive Agreement.

In connection with the offering of $750 million aggregate principal amount of 4.850% Senior Notes due 2029 (the “2029 Notes”), $1,250 million aggregate principal amount of 5.200% Senior Notes due 2032 (the “2032 Notes”), $1,000 million aggregate principal amount of 5.400% Senior Notes due 2034 (the “2034 Notes”), $1,500 million aggregate principal amount of 5.625% Senior Notes due 2036 (the “2036 Notes”) and $1,000 million aggregate principal amount of 6.375% Senior Notes due 2056 (the “2056 Notes” and, together with the 2029 Notes, 2032 Notes, 2034 Notes and 2036 Notes, the “Notes”) on August 11, 2026, Martin Marietta Materials, Inc. (“Martin Marietta” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and Truist Securities, Inc., as representatives of the several underwriters named therein (the “Underwriters”) pursuant to which the Underwriters agreed to purchase the Notes from the Company. The Underwriting Agreement contains the terms and conditions of the offering and sale of the Notes, indemnification and contribution obligations and other customary terms and conditions.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

In accordance with General Instruction B.2. of Form 8-K, the following information and the attached Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. Martin Marietta disclaims any intention or obligation to update or revise this information.

Attached as Exhibit 99.1, and incorporated herein by reference, is a copy of Martin Marietta’s press release dated August 12, 2026, announcing the pricing of the Notes.

This current report does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Item 9.01. Financial Statements and Exhibits.

(d)		Exhibit No.		Exhibit
		1.1		Underwriting Agreement, dated as of August 11, 2026, among Martin Marietta Materials, Inc. and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and Truist Securities, Inc., as representatives of the several underwriters named therein.
		99.1		Press release announcing pricing terms of debt offering, dated August 12, 2026.
		104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

August 12, 2026				MARTIN MARIETTA MATERIALS, INC.
				By:		/s/ George F. Schoen
				Name:		George F. Schoen
				Title:		Executive Vice President, General Counsel and Corporate Secretary

Exhibit 99.1

Martin Marietta Announces Pricing Terms of Debt Offering

August 12, 2026

Raleigh, N.C., August 12, 2026 (GLOBE NEWSWIRE) – Martin Marietta Materials, Inc. (NYSE:MLM) (“Martin Marietta” or the “Company”) announced the pricing of its offering of $750 million aggregate principal amount of 4.850% Senior Notes due 2029 (the “2029 Notes”), $1,250 million aggregate principal amount of 5.200% Senior Notes due 2032 (the “2032 Notes”), $1,000 million aggregate principal amount of 5.400% Senior Notes due 2034 (the “2034 Notes”), $1,500 million aggregate principal amount of 5.625% Senior Notes due 2036 (the “2036 Notes”) and $1,000 million aggregate principal amount of 6.375% Senior Notes due 2056 (the “2056 Notes” and, together with the 2029 Notes, 2032 Notes, 2034 Notes and 2036 Notes, the “Notes”). The 2029 Notes will mature on August 15, 2029, will have an interest rate of 4.850% per annum and will be issued at 99.936% of par value. The 2032 Notes will mature on January 30, 2032, will have an interest rate of 5.200% per annum and will be issued at 99.894% of par value. The 2034 Notes will mature on January 30, 2034, will have an interest rate of 5.400% per annum and will be issued at 99.772% of par value. The 2036 Notes will mature on August 15, 2036, will have an interest rate of 5.625% per annum and will be issued at 99.660% of par value. The 2056 Notes will mature on August 15, 2056, will have an interest rate of 6.375% per annum and will be issued at 99.721% of par value. Interest on the 2029 Notes, 2036 Notes and 2056 Notes will be paid semiannually on February 15 and August 15, commencing February 15, 2027. Interest on the 2032 Notes and 2034 Notes will be paid semiannually on January 30 and July 30, commencing January 30, 2027. The Notes will be sold pursuant to Martin Marietta’s shelf registration statement, base prospectus and prospectus supplement on file with the Securities and Exchange Commission (“SEC”).

The net proceeds of the Notes will be used, together with borrowings under a $1.5 billion senior unsecured term loan facility, to pay the cash consideration for the Company’s previously announced acquisition of all of the outstanding equity interests in Lhoist North America, Inc. Closing of the offering is expected to occur in the third quarter of 2026, subject to the satisfaction of customary closing conditions.

Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and Truist Securities, Inc. will serve as underwriters and joint book-running managers for the offering.

Martin Marietta has filed a shelf registration statement on Form S-3 (including a base prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the prospectus supplement thereto and the other documents that Martin Marietta has filed or will file with the SEC for more complete information about Martin Marietta and this offering. The offering will be made only pursuant to the terms of the relevant prospectus supplement (including the prospectus). These documents will be available at no charge by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, these documents will be made available upon request to any underwriter participating in the offering. Interested parties may obtain a prospectus and the related prospectus supplement from: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, by email at prospectus-ny@ny.email.gs.com or by telephone at 1-866-471-2526; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; Deutsche Bank Securities Inc., Attn: Prospectus Department, 1 Columbus Circle, New York, New York 10019, by email at prospectus.cpdg@db.com or by telephone at 1-800-503-4611; and Truist Securities, Inc., Attn: Prospectus Department, 740 Battery Avenue SE, 3rd Fl, Atlanta, Georgia 30339 or by telephone at 1-800-685-4786.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities. Offers of securities will be made only by means of a prospectus filed with the SEC. The prospectus is part of a shelf registration statement that has become effective under the Securities Act of 1933, as amended.

Company Description

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.

Investor Contact:

Jacklyn Rooker

Vice President, Investor Relations

+1 (919) 510-4736

Jacklyn.Rooker@martinmarietta.com

MLM-G

Cautionary Statement About Forward-Looking Statements

Investors are cautioned that all statements in this release that relate to the future involve risks and uncertainties, and are based on assumptions that the Company believes in good faith are reasonable but which may be materially different from actual results. These statements, which are forward-looking statements under the Private Securities Litigation Reform Act of 1995, provide the investor with the Company’s expectations or forecasts of future events. You can identify these statements by the fact that they do not relate only to historical or current facts. They may use words such as “anticipate”, “may”, “expect”, “should”, “believe”, “project”, “intend”, “will”, and other words of similar meaning in connection with future events or future operating or financial performance. Any, or all of, management’s forward-looking statements herein and in other publications may turn out to be wrong.

Statements and assumptions on future revenues, income and cash flows, performance, economic trends, the outcome of litigation, regulatory compliance and environmental remediation cost estimates are examples of forward-looking statements. Numerous factors could affect our forward-looking statements and actual performance.

Except as required by law, we undertake no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this press release.

You should consider these forward-looking statements in light of risk factors discussed in the preliminary prospectus supplement filed with the SEC on August 10, 2026 and those in our Annual Report on Form 10-K for the year ended December 31, 2025, our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 and other periodic filings made with the SEC. All of our forward-looking statements should be considered in light of these factors. In addition, other risks and uncertainties not presently known to us or that we consider immaterial could affect the accuracy of our forward-looking statements, or adversely affect or be material to the Company. The Company assumes no obligation to update any such forward-looking statements.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 10.7 KB

Other Documents

• EX-1.1 EX-1.1 212.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB