[8-K] Martin Marietta Materials Reports Material Event

Rhea-AI Filing Summary

Schedule 13D/A Amendment No. 1 highlights: Tencent Holdings Ltd. and subsidiary Tencent Mobility Ltd. have completely divested their equity interest in Global Blue Group Holding AG. On 3 July 2025, Tencent Mobility sold 18,181,818 ordinary shares in a tender-style “Offer” at $7.50 per share, generating gross proceeds of roughly $136.4 million. A further 18,385 shares linked to an executive officer’s spouse were also sold at the same price. Following these transactions, the filing shows:

• Aggregate beneficial ownership: 0 shares (0 % of class)
• Sole/Shared voting power: 0
• Sole/Shared dispositive power: 0

This amendment replaces the initial Schedule 13D filed on 24 Feb 2025 and updates Item 4 (Purpose of Transaction) and Item 5 (Interest in Securities) to reflect the exit. Both reporting entities now certify that neither they nor any “Related Persons” hold Global Blue shares after the offer’s settlement.

Key take-aways for investors: the departure of a strategic shareholder of Tencent’s scale removes a concentrated ownership block and materially changes Global Blue’s share register. No rationale for the sale, future intentions, or post-transaction agreements is provided within the filing. The amendment is purely factual and does not include additional financial performance data.

Positive

• None.

Negative

• Major shareholder exit: Tencent sold 18.18 M Global Blue shares and now holds 0 %, removing a strategic investor from the register.
• Potential governance impact: Tencent’s complete loss of voting and dispositive power may reduce board-level support and strategic alignment.

Insights

Securities Analyst

TL;DR: Tencent sold its entire 18.18 M-share stake at $7.50, cutting ownership in Global Blue to 0 %—a material shareholder shift.

From a capital-markets perspective, the exit of a high-profile holder like Tencent is material because it removes a potential strategic partner and eliminates a large block of locked-up shares. The transaction size (≈$136 M) suggests Tencent was a top shareholder; its departure could influence market perception, governance dynamics and future capital-raising options. No information is given on board representation or standstill clauses, so immediate governance effects are unclear. Nonetheless, the filing clearly signals Tencent no longer has voting or economic exposure to Global Blue, which investors may interpret as reduced strategic support.

Corporate Governance Expert

TL;DR: Filing confirms Tencent’s ownership is now zero—board influence and strategic alignment likely diminished.

The amendment restates Items 4 and 5 to show complete divestment. Because Tencent previously held a meaningful position, its withdrawal could affect shareholder voting blocs and future governance negotiations. The lack of residual voting or dispositive power means Tencent cannot influence corporate actions. While increased free float can enhance liquidity, the sudden departure of a cornerstone investor often raises questions about long-term strategic confidence. The filing offers no mitigating agreements such as ongoing commercial partnerships. Overall, governance impact leans negative.

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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): July 7, 2025

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)	(IRS 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

(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, $.01 par value per share	MLM	The 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 7, 2025, Martin Marietta Materials, Inc. (the “Company”) appointed Michael J. Petro, to serve as the Company’s Senior Vice President and Chief Financial Officer, effective as of July 8, 2025 (the “Effective Date”), replacing Robert J. Cardin, who has served as the Company’s Interim Chief Financial Officer since April 10, 2025.  Mr. Cardin will remain with the Company in his role as Senior Vice President, Controller and Chief Accounting Officer.

Mr. Petro, age 41, joined the Company in 2015 and currently serves as its Senior Vice President of Strategy and Development, a role he has held since 2021.  Mr. Petro will continue serving in this Strategy and Development capacity following the Effective Date.  Prior to this Chief Financial Officer role, Mr. Petro served as Vice President, Strategy and Development since 2018 and served as Director of Strategy and Development from 2015 to 2018.  Prior to joining the Company, Mr. Petro worked in investment banking at Wells Fargo Securities and served as a consultant at PwC.  Mr. Petro earned an undergraduate degree in accounting from Louisiana State University and a master’s of business administration degree from Duke University.

In connection with his promotion to the role of Chief Financial Officer, the Company and Mr. Petro executed an offer letter (the “Offer Letter”).  Pursuant to the Offer Letter, Mr. Petro’s base salary will be increased to $600,000 and he will receive a one-time grant of restricted stock units with a grant date value of $1,000,000, which will vest in full on the fifth anniversary of the Effective Date, subject to Mr. Petro’s continued employment through such date and the other terms and conditions applicable to ordinary course grants of restricted stock units to the Company’s executive officers.  All other terms and conditions of Mr. Petro’s compensation arrangements remain the same, including his target annual incentive award (90% of base salary), his target long-term incentive award (200% of base salary) and the terms and conditions of his Employment Protection Agreement.

A copy of the press release announcing the appointment of Mr. Petro as Chief Financial Officer of the Company is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

99.1 Press Release dated July 8, 2025

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.
	(Registrant)
Date: July 8, 2025	By:	/s/ Bradley D. Kohn
		Bradley D. Kohn,
		Senior Vice President and General Counsel

FAQ

How many Global Blue (GB) shares did Tencent sell?

Tencent Mobility sold 18,181,818 ordinary shares at $7.50 per share on 3 July 2025.

What is Tencent’s current ownership percentage in Global Blue?

Post-sale, Tencent’s beneficial ownership is 0 % of the outstanding ordinary shares.

What was the total cash consideration received by Tencent?

The primary block sale generated approximately $136.4 million (18.18 M × $7.50).

Did any related parties sell Global Blue shares?

Yes. The spouse of Tencent executive James Gordon Mitchell sold 18,385 shares at $7.50 per share in the same offer.

Why did Tencent file a Schedule 13D/A amendment instead of a new filing?

The amendment updates the original 24 Feb 2025 Schedule 13D to reflect changes in ownership—specifically, Tencent’s divestiture and new 0 % stake.