Martin Mari Mat 8-K Filings

Martin Marietta Materials, Inc. (MLM) entered into a new Credit Agreement with JPMorgan Chase Bank, N.A. and other lenders providing a $1,500,000,000 five-year senior unsecured revolving credit facility (the “Revolving Facility”). This Revolving Facility replaces a prior credit agreement under which there were no borrowings outstanding.

Borrowings may bear interest at Term SOFR or a base rate, in each case plus a ratings-based margin. The Revolving Facility expires on August 18, 2031, when any outstanding principal and interest are due. The agreement requires a maximum Leverage Ratio of 3.75:1.00, temporarily increased to 4.75:1.00 and then 4.25:1.00 for specified quarters after the planned acquisition of Lhoist North America, Inc. Consolidated debt used in this ratio can be reduced by up to $500,000,000 of cash and cash equivalents if both the Revolving Facility and the accounts receivable securitization facility have no amounts outstanding.

Martin Marietta Materials, Inc. has issued five tranches of senior unsecured notes under an existing indenture with Regions Bank as trustee. The tranches include 4.850% Notes due 2029, 5.200% Notes due 2032, 5.400% Notes due 2034, 5.625% Notes due 2036 and 6.375% Notes due 2056, each with specified semiannual interest payment dates.

The notes rank equally with Martin Marietta’s other senior unsecured debt and are effectively and structurally subordinated to secured debt and subsidiary liabilities. The company plans to use the net proceeds, together with borrowings under a $1.5 billion senior unsecured term loan facility, to pay the cash consideration for its previously announced acquisition of Lhoist North America, Inc.

The notes feature optional redemption, a special mandatory redemption at 101% of principal if the acquisition is not completed or abandoned by an outside date, and a Change of Control Repurchase Event requiring a 101% repurchase offer. The indenture also includes customary covenants limiting liens, sale-leasebacks and certain mergers or asset transfers, and provides standard events of default allowing acceleration by the trustee or noteholders.

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.

Martin Marietta Materials is progressing with its planned acquisition of Lhoist North America, Inc. (LNA), having received all required regulatory approvals; closing is expected in the third quarter of 2026 subject to customary conditions. LNA manufactures lime and limestone products across the U.S.

The report includes audited LNA financials for 2025 and 2024, interim results for the six months ended June 30, 2026 and 2025, and unaudited pro forma condensed combined financial statements for Martin Marietta and LNA. LNA generated 2025 sales of $1,753.7 million and net income of $513.8 million, up from 2024 net income of $438.6 million, and reported total assets of $1,696.8 million at December 31, 2025. For the six months ended June 30, 2026, LNA reported sales of $904.6 million and net income of $251.7 million. The statements have been restated to meet SEC public-company requirements, including expanded segment revenue disclosures and derivative accounting.

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.

Martin Marietta Materials, Inc. promoted Michael J. Petro to Executive Vice President, Chief Financial Officer on August 4, 2026. Under his Employment Agreement, he will receive a base salary of $750,000, a target annual incentive equal to 100% of base salary, and a target long-term incentive equal to 260% of base salary.

Mr. Petro will receive a one-time grant of restricted stock units with a grant date value of $5,000,000, vesting ratably on the sixth, seventh, and eighth anniversaries of the grant date, subject to continued employment and other terms applicable to executive grants. If the Company terminates him without cause or he resigns for good reason, he is entitled to cash severance equal to three times the sum of base salary and target bonus, continued medical and dental benefits for up to three years, and continued vesting of outstanding equity awards, subject to a three-year post-termination non-competition, non-solicitation, and confidentiality covenant. An Employment Protection Agreement provides, upon a qualifying termination following a change of control, severance benefits equal to three times annual compensation and continuation of benefits for 36 months.

Martin Marietta Materials reported record second‑quarter 2026 revenues of $1.947 billion, up 21% from 2025, and record Adjusted EBITDA from continuing operations of $638 million, up 13%. Adjusted diluted EPS from continuing operations rose to $5.00, while GAAP diluted EPS from continuing operations was $4.26.

Aggregates shipments reached 61.6 million tons, up 17%, with lower reported average selling prices reflecting acquisition mix. The Specialties business posted record quarterly revenues of $152 million and gross profit of $50 million. Management raised full‑year 2026 revenue guidance to $7.2–$7.4 billion and reaffirmed Adjusted EBITDA guidance of $2.36–$2.50 billion.

The company agreed to a roughly $13.5 billion cash‑and‑stock combination with Lhoist North America and completed the New Frontier Materials acquisition, expanding aggregates and Specialties. An enterprise review identified about $350 million of expected annualized cash flow improvements; year‑to‑date, more than $200 million of cash has been unlocked versus the prior‑year period.

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, Inc. reported the results of its annual shareholder meeting held on May 14, 2026. Shareholders approved the Martin Marietta Amended and Restated Stock-Based Award Plan and all other management proposals.

Of the 60,256,208 shares outstanding and entitled to vote, 54,913,555 were represented, giving a 91% quorum. Ten directors were elected, each receiving over 50 million votes cast for. Shareholders ratified PricewaterhouseCoopers LLP as independent auditors for the year ending December 31, 2026, with 54,541,009 shares voted for and 328,309 shares against. They also approved, on an advisory basis, the compensation of named executive officers, with 51,322,167 shares for and 960,974 against, and separately approved the amended and restated stock-based award plan, with 51,804,036 shares for and 592,460 against.

Martin Marietta Materials reported first-quarter 2026 results showing strong top-line growth but mixed profitability. Revenues from continuing operations rose 17% to $1.36 billion, driven largely by a 12% increase in aggregates shipments to 43.9 million tons, a first-quarter record.

Adjusted EBITDA from continuing operations increased 14% to $364 million, and adjusted earnings per diluted share from continuing operations grew 14% to $1.93, even though GAAP diluted EPS from continuing operations fell to $1.31 from $1.70 on acquisition-related charges. Aggregates revenues rose 14% to $1.14 billion, while gross profit in that product line declined 3% as mix and purchase accounting pressures reduced margin per ton.

The company completed a large asset exchange with QUIKRETE, gaining operations producing about 20 million tons of aggregates annually plus $450 million in cash, and agreed to acquire New Frontier Materials, which produces over 8 million tons annually. Management reaffirmed full-year 2026 guidance, including midpoint revenues of $7.16 billion and adjusted EBITDA from continuing operations of $2.43 billion, citing strong demand and April price increases.

Martin Marietta Materials, Inc. appointed Christopher W. Samborski as Executive Vice President and Chief Operating Officer, effective May 1, 2026. Samborski has led the company’s West and Specialties Divisions and previously held strategic finance and supply chain roles after joining Martin Marietta in 2018.

Under an offer letter and amended employment agreements, his base salary will be $775,000 with a target annual incentive of 100% of salary and a target long-term incentive of 260% of salary. He will also receive a one-time $5,000,000 restricted stock unit grant vesting in years six through eight. If terminated without cause or he resigns for good reason, he is eligible for severance equal to three times salary plus target bonus, up to three years of health benefits, and continued equity vesting, alongside additional protections following a change of control.

Martin Marietta Materials completed a major asset exchange with Quikrete Holdings, trading its Midlothian, Texas cement plant, related cement terminals, North Texas ready-mix concrete assets and certain nonoperating land for Quikrete aggregates operations and $450 million in cash.

The acquired aggregates businesses produce about 20 million tons annually across Virginia, Missouri, Kansas and Vancouver, British Columbia, described as the largest aggregates acquisition in the company’s history. Management characterizes the deal as tax-efficient and aimed at shifting the portfolio toward higher-margin, less cyclical aggregates while preserving balance sheet flexibility.

Updated 2026 guidance now targets revenues of $7.16 billion, Adjusted EBITDA from continuing operations of $2.43 billion, and capital expenditures of $575 million. Aggregates shipment volumes are expected to grow 12.0% versus 2025 to 222 million tons, with overall aggregates average selling price rising 2.5% and organic ASP up 5.0%.

Martin Marietta Materials, Inc. reported a mine safety event at its Kokomo Quarry in Indiana. On February 11, 2026, the Mine Safety and Health Administration issued a section 107(a) order after a miner was seen standing on a crusher platform about 10 feet above ground without being properly anchored, despite wearing fall protection.

The company states that corrective action was taken, no one was injured, and the MSHA order has been terminated. This describes a resolved safety compliance incident rather than an ongoing shutdown or continuing violation.

Martin Marietta Materials reported record 2025 aggregates and specialties results while lapping a large 2024 divestiture gain. Full-year revenues from continuing operations rose to $6.15 billion from $5.66 billion and gross profit increased to $1.89 billion from $1.64 billion. Adjusted EBITDA from continuing operations grew to $2.07 billion from $1.77 billion.

Net earnings from continuing operations attributable to Martin Marietta declined to $990 million from $1.82 billion, reflecting a prior-year nonrecurring divestiture gain rather than weaker operations. Aggregates shipments rose to 198.5 million tons with average selling price up to $23.30 per ton, lifting gross profit per ton by 12%.

Cash from operations reached $1.79 billion, funding $807 million of capital spending and $647 million of dividends and share repurchases. The company outlined 2026 guidance with revenues of $6.42–$6.78 billion, Adjusted EBITDA from continuing operations of $2.16–$2.31 billion, and modest aggregates volume and pricing growth.

Martin Marietta Materials, Inc. reported a change in the expected closing date of its previously announced asset exchange with Quikrete Holdings, Inc. The company had originally anticipated closing the transaction in the fourth quarter of 2025, subject to customary closing conditions. It now expects the asset exchange to close in the first quarter of 2026, still dependent on satisfaction of the remaining customary closing conditions. The update is being provided as a Regulation FD disclosure and is not incorporated into other securities law filings unless specifically referenced.

Martin Marietta Materials, Inc. entered into a new amendment to its existing $800,000,000 five-year senior unsecured revolving credit facility with a bank syndicate led by JPMorgan Chase Bank. The amendment, called Loan Modification No. 4 and Extension Agreement, primarily extends the maturity date of loans under the credit facility to December 21, 2030. This keeps a large committed credit line in place for a longer period, supporting the company’s access to liquidity on an unsecured basis through the new maturity date.

Martin Marietta Materials (MLM) announced financial results for the third quarter ended September 30, 2025. A press release dated November 4, 2025 is furnished as Exhibit 99.1 and incorporated by reference.

The company will host an online webcast of its Q3 2025 earnings conference call on November 4, 2025 at 10:00 a.m. Eastern Time, accessible by dialing +1 (646) 307-1963 with conference ID 6474847. An online replay will be available approximately two hours after the live broadcast and continue for one year via the company’s website.

Additional information about the quarter and the company’s use of non-GAAP financial measures is available at www.martinmarietta.com under Investors > Reports & Filings > Non-GAAP Measures.

Martin Marietta Materials, Inc. reported a material event: the Seventeenth Amendment to the Credit Agreement, dated September 16, 2025, involving Martin Marietta Funding LLC as borrower, Martin Marietta Materials, Inc. as servicer, and Truist Bank (successor to SunTrust Bank) as lender and administrative agent. A conformed copy of the amended Credit Agreement is attached as Exhibit A. The filing identifies the amendment as a material event but does not disclose the amendment’s specific financial or covenant terms within the provided excerpt.

Martin Marietta Materials, Inc. filed an Form 8-K reporting the submission of its Capital Markets Day 2025 presentation dated September 3, 2025. The filing identifies the registrant, exchange ticker MLM, corporate headquarters in Raleigh, North Carolina, and lists Michael J. Petro as the signing Chief Financial Officer. The disclosure indicates the presentation is furnished as an exhibit (99.1) and is part of the company’s public investor communications on that date.

The filing does not include financial tables, earnings data, or new material transactions; it serves to make the investor presentation publicly available through the SEC filing system.

Martin Marietta Materials (NYSE: MLM) filed an 8-K on 4-Aug-2025 covering Items 2.02 and 7.01.

• Preliminary Q2-25 results: Headline figures were not disclosed; full financials and 2025 guidance will be released 7-Aug-2025 before market open, followed by a 10:00 a.m. ET conference call.
• Quikrete asset swap: On 3-Aug-2025 MLM agreed to transfer its Midlothian, TX cement plant and North-Texas ready-mix sites to Quikrete in exchange for Quikrete’s aggregates operations in Virginia, Missouri, Kansas and Western Canada plus $450 million cash.
• Premier Magnesia acquisition closed: Adds magnesia-based product facilities in NV, NC, IN and PA, broadening the Magnesia Specialties segment.

The 8-K is furnished (not filed) and therefore not subject to Section 18 liability. Management issued extensive forward-looking-statement disclaimers, citing macro, regulatory, supply-chain and weather risks that could affect future results.