Martin Marietta (NYSE: MLM) becomes top limestone producer with Lhoist North America buy
Rhea-AI Filing Summary
Martin Marietta Materials, Inc. (MLM) completed its previously announced acquisition of Lhoist North America, Inc. on August 21, 2026. The company acquired all outstanding equity interests of LNA for approximately $7 billion in cash (subject to SSA adjustments) and 10,953,543 newly issued MLM shares valued at $6.5 billion based on a 15‑day VWAP.
A Shareholders Agreement with LNA Holding includes a lock-up on the consideration shares, with 50% released after 12 months and the remaining 50% after 24 months. LNA Holding can designate one director and one non‑voting observer while holding at least 7,102,033 shares (10%), stepping down to one director only above 5,326,525 shares (7.5%), with all rights ending below that level. LNA Holding and affiliates are also subject to a standstill capping ownership at 12,783,660 shares (18%).
Martin Marietta entered into a Registration Rights Agreement to file a shelf registration statement for resale of the consideration shares no later than 60 days before the first anniversary of closing. The Board size increased from ten to eleven, and Philipp Niemann, CEO of Lhoist S.A., joined the Board and will receive the standard non‑employee director package: a $135,000 annual cash retainer and $180,000 in annual RSUs. Management highlighted the combination as expanding its Specialties platform and establishing Martin Marietta as a leading limestone producer with more than 2 billion tons of reserves.
Positive
- Transformative LNA acquisition completed, combining approximately $7 billion cash and 10,953,543 shares valued at $6.5 billion, expanding Martin Marietta’s Specialties platform and establishing it as a leading producer of limestone products with over 2 billion tons of reserves.
- Governance protections include 12–24 month lock-up on consideration shares, graduated Board representation rights tied to 10% and 7.5% ownership thresholds, and an 18% standstill cap, helping manage post‑deal control and overhang.
Negative
- None.
Filing Explained
The acquisition is closed and its 10,953,543 consideration shares are issued, diluting existing ownership while resale registration remains a later step.
The filing reports that the LNA acquisition closed on
That issuance increases the common-share count and, absent offsetting changes, reduces existing holders’ percentage ownership.
The related registration right is for a future shelf registration covering resale of those shares; a shelf registration creates capacity for future sales and does not itself sell shares.
The company expects to provide updated full-year 2026 revenue and Adjusted EBITDA guidance with its third-quarter results, which is the next stated point for an updated outlook reflecting the completed transaction.
8-K Event Classification
Key Figures
Key Terms
Registration Rights Agreement financial
lock-up period financial
standstill obligation financial
shelf registration statement financial
pro forma financial information financial
FAQ
What transaction did Martin Marietta (MLM) complete with Lhoist North America?
What Board representation rights did LNA Holding receive at Martin Marietta (MLM)?
Who joined the Martin Marietta (MLM) Board in connection with the LNA transaction and how is he compensated?
How does the LNA combination change Martin Marietta’s position in limestone products?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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.
Introductory Note
On August 21, 2026, Martin Marietta Materials, Inc. (“Martin Marietta” or the “Company”) consummated the previously announced acquisition (the “Transaction”) of Lhoist North America, Inc. (“LNA”) from LNA Holding SRL (“LNA Holding”), a société à responsabilité limitée organized under the laws of Belgium, pursuant to the terms of that certain Securities Sale Agreement, dated June 27, 2026 (the “SSA”), by and between the Company and LNA Holding. The events described in this Current Report on Form 8-K took place in connection with the closing of the Transaction (the “Closing”).
Pursuant to the terms and conditions of the SSA, Martin Marietta acquired all of the outstanding equity interests in LNA in exchange for (i) approximately $7 billion in cash (as adjusted in accordance with the SSA) and (ii) 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 ended on June 26, 2026.
The foregoing description of the SSA is not complete and is qualified in its entirety by reference to the SSA, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Martin Marietta with the U.S. Securities and Exchange Commission (the “SEC”) on June 29, 2026, and is incorporated herein by reference.
Item 1.01 Entry into a Material Definitive Agreement.
Shareholders Agreement
As contemplated by the SSA, at the Closing, Martin Marietta entered into a shareholders agreement (the “Shareholders Agreement”) with LNA Holding and, solely for the purposes of the standstill provisions set forth therein, Financière de Gestions Internationales, a société en commandite par actions organized under the laws of Luxembourg (“FGI”). Under the Shareholders Agreement, LNA Holding and its affiliates will be subject to a lock-up period with respect to the Consideration Shares, with 50% of such shares released from the lock-up on the 12-month anniversary of the Closing and the remaining 50% of such shares released from the lock-up on the 24-month anniversary of the Closing.
The Shareholders Agreement also provides that the Board of Directors of Martin Marietta (the “Board”) will take such actions as are necessary to increase the size of the Board from ten to eleven directors and LNA Holding will have the right to designate one director to the Board and to appoint one non-voting Board observer. These designation rights are subject to graduated reduction and termination based on LNA Holding’s beneficial ownership of Martin Marietta common stock: LNA Holding may designate one director and one observer for so long as it beneficially owns at least 7,102,033 number of shares of Martin Marietta common stock (equal to 10% of the issued and outstanding Martin Marietta common stock as of the Closing); this right is reduced to one director if such ownership falls below 10% but remains at or above 5,326,525 shares of Martin Marietta common stock (equal to 7.5% of the issued and outstanding Martin Marietta common stock as of the Closing); and all designation and observer rights terminate if such ownership falls below 5,326,525 shares of Martin Marietta common stock (equal to 7.5% of the issued and outstanding Martin Marietta common stock as of the Closing). Furthermore, subject to certain exceptions, in the event LNA Holding and its affiliates fail to vote all shares of Martin Marietta common stock beneficially owned by them in accordance with the recommendation of the Board and in favor of persons nominated and recommended to serve as directors by the Board, all of LNA Holding’s designation rights will terminate.
In addition, FGI and LNA Holding and their affiliates have agreed to be subject to a customary standstill obligation, including a restriction on acquiring shares in excess of 12,783,660 shares of Martin Marietta common stock (equal to 18% of the issued and outstanding Martin Marietta common stock as of the Closing), which will be effective until the earlier of (a) 15 months after the date on which both (i) no LNA Holding designee sits on the Board and (ii) LNA Holding has irrevocably waived or no longer has any right to designate a director or observer and (b) the date on which LNA Holding holds fewer than 5,326,525 shares of Martin Marietta common stock (equal to 7.5% of the issued and outstanding Martin Marietta common stock as of the Closing).
The foregoing description of the Shareholders Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Shareholders Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Registration Rights Agreement
As contemplated by the SSA, at the Closing, Martin Marietta entered into a registration rights agreement (the “Registration Rights Agreement”) with LNA Holding in respect of the Consideration Shares. Pursuant to the Registration Rights Agreement, Martin Marietta agreed to file, no later than 60 days prior to the first anniversary of the Closing (and subject to the lock-up restrictions in the Shareholders Agreement), a shelf registration statement covering the resale of the Consideration Shares. The Registration Rights Agreement also provides for certain demand and piggyback registration rights for LNA Holding, subject to minimum offering sizes in certain cases, customary underwriter cutbacks, Martin Marietta blackout/suspension rights, and provides for mutual indemnification rights and other customary requirements and conditions.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is attached hereto as Exhibit 10.2 and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in the Introductory Note and Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Consideration Shares were issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Pursuant to the Shareholders Agreement, on August 21, 2026, the Board increased its size from ten to eleven directors and appointed Mr. Philipp Niemann, effective as of August 21, 2026, to fill the newly-created directorship. Mr. Niemann will serve until Martin Marietta’s 2027 Annual Meeting of Shareholders. Mr. Niemann will serve on the Finance Committee of the Board.
Mr. Niemann currently serves as the Chief Executive Officer of Lhoist S.A. (“Lhoist”). From April 2022 to October 2025, Mr. Niemann served as President and Chief Executive Officer of LNA and as a member of Lhoist Executive Committee. Prior to April 2022, Mr. Niemann held several other positions at Lhoist, which he joined in 2013.
Mr. Niemann will participate in Martin Marietta’s non-employee director compensation program, which currently provides all non-employee directors with an annual cash retainer of $135,000 and an annual award of restricted stock units with a grant date value of $180,000. Mr. Niemann’s first award of restricted stock units under the non-employee director compensation program was effective upon his appointment to the Board. The terms and conditions of the award of restricted stock units, as well as the other terms and conditions of the non-employee director compensation program, are consistent with those described in Martin Marietta’s proxy statement for its 2026 annual meeting of shareholders.
The information set forth in the “Shareholders Agreement” section of Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Mr. Niemann does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On August 24, 2026, Martin Marietta issued a press release announcing the Closing of the Transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information set forth in this Item 7.01 and the Exhibits incorporated by reference herein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses or funds acquired.
The audited consolidated financial statements of LNA as of and for the years ended December 31, 2025 and 2024 and the related notes thereto are incorporated by reference in this Current Report on Form 8-K from Martin Marietta’s Current Report on Form 8-K, filed with the SEC on August 10, 2026.
The unaudited consolidated financial statements of LNA as of June 30, 2026 and for the six months ended June 30, 2026 and 2025 and the related notes thereto are incorporated by reference in this Current Report on Form 8-K from Martin Marietta’s Current Report on Form 8-K, filed with the SEC on August 10, 2026.
(b) Pro forma financial information.
The pro forma financial information required by this Item 9.01(b) for the year ended December 31, 2025 and the six months ended June 30, 2026 was previously filed in Martin Marietta’s Current Report on Form 8-K, filed with the SEC on August 10, 2026, and is incorporated herein by reference.
(d) Exhibits.
| Exhibit No. | Description of Exhibit |
| 10.1* | Shareholders Agreement, dated August 21, 2026, by and among Martin Marietta Materials, Inc., LNA Holding SRL and, solely for the purposes of the standstill provisions set forth therein, Financière de Gestions Internationales, a société en commandite par actions organized under the laws of Luxembourg. |
| 10.2 | Registration Rights Agreement, dated August 21, 2026, by and between Martin Marietta Materials, Inc. and LNA Holding SRL. |
| 99.1 | Press Release, dated August 24, 2026, issued by Martin Marietta Materials, Inc. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain notice information contained in this exhibit and certain schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Martin Marietta hereby undertakes to furnish copies of any of the omitted schedules to the SEC upon request.
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 24, 2026 | By: | /s/ George F. Schoen | ||
| Name: | George F. Schoen | |||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||
Exhibit 99.1
MARTIN MARIETTA COMPLETES COMBINATION
WITH LHOIST NORTH AMERICA
Raleigh, N.C. (August 24, 2026) – Martin Marietta Materials, Inc. (NYSE: MLM) (Martin Marietta or the Company) today announced the completion of its previously announced combination with Lhoist North America, Inc. (LNA), a subsidiary of Lhoist Group, on August 21, 2026.
LNA is a leading producer of high calcium lime, dolomitic lime and industrial mineral products, serving a diverse range of end markets, including domestic steel manufacturing, infrastructure, heavy nonresidential construction and environmental solutions.
Ward Nye, Chair, President and CEO of Martin Marietta, stated, "We are pleased to announce the successful completion of the LNA combination. This transformative transaction advances our SOAR 2030 objectives by expanding our Specialties platform and further enhancing the quality, scale and resilience of our business. With one of the most strategically advantaged limestone positions in North America, comprised of more than 2 billion tons of high-quality reserves, the combination establishes Martin Marietta as the nation's leading producer of limestone products and strengthens our portfolio of essential upstream materials."
Mr. Nye concluded, "We are excited to welcome LNA and its talented employees to Martin Marietta. Together, we have created a uniquely advantaged portfolio of essential materials supported by industry-leading reserves, strategically located assets and differentiated end-market exposure. As the United States continues to invest in infrastructure modernization, domestic manufacturing and industrial growth, we believe Martin Marietta is exceptionally well positioned to create sustainable long-term value for shareholders."
The Company expects to provide updated full-year 2026 revenue and Adjusted EBITDA guidance reflecting the completion of this transaction in connection with the release of its third-quarter financial results.
About Martin Marietta
Martin Marietta, a member of the S&P 500 Index, is an American-based company and a leading supplier of aggregates, lime and limestone products, magnesia-based products and other building materials. Supported by industry-leading reserves and a network of operations spanning 29 states, Canada and The Bahamas, Martin Marietta supplies the essential materials that help build, connect and sustain communities across North America. For more information, visit www.martinmarietta.com or www.magnesiaspecialties.com.
Investor Contact:
Jacklyn Rooker
Vice President, Investor Relations
+1 (919) 510-4736
Jacklyn.Rooker@martinmarietta.com
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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 anticipated benefits of the transaction including increased profitability, synergies and advancement of SOAR 2030 priorities, and costs and other anticipated financial impacts of 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 adverse industry conditions, and potential business uncertainty. 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.
Statements regarding the LNA combination contain forward-looking statements that are based on current expectations and assumptions and are subject to risks and uncertainties. Actual results may differ materially from those expressed or implied due to various factors including but not limited to: Martin Marietta’s long-term leverage targets, transaction costs, integration challenges, market conditions, and other risks described in the Company’s Securities and Exchange Commission filings.
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.
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