MLM 8-K Current Reports

Martin Marietta Materials 8-K Report, Financial Results (Nov 4, 2026)

Martin Marietta Materials 8-K Report, Material Agreement (Sep 16, 2026)

Martin Marietta Materials, Inc. (MLM) reported in this Form 8-K, filed September 16, 2026, that on September 15, 2026 it and its wholly owned subsidiary, Martin Marietta Funding LLC (MM Funding), entered into the Eighteenth Amendment to its Credit and Security Agreement with Truist Bank, successor by merger to SunTrust Bank, as administrative agent. The amendment extends the scheduled maturity of the trade receivables securitization facility to September 15, 2027. The facility is a $500,000,000 trade receivables securitization backed by receivables originated by the Corporation or certain subsidiaries, which are sold or contributed to MM Funding. Subject to conditions, including lender commitments, the facility may be increased to an amount not to exceed $700,000,000. Effective with the amendment, MM Funding's borrowings bear interest at Adjusted Term SOFR plus 0.700%, subject to change if the administrative agent determines Adjusted Term SOFR cannot be determined or SOFR no longer reflects the lenders' cost of lending. The agreement includes an amortization event tied to a payment default or acceleration of one of the Corporation's material debt agreements. The full Eighteenth Amendment, including a conformed copy of the Credit and Security Agreement, is filed as Exhibit 10.01 and incorporated by reference.

Martin Marietta Materials 8-K Report, Material Agreement (Aug 24, 2026)

On August 21, 2026, Martin Marietta Materials, Inc. completed its acquisition of Lhoist North America, Inc. (LNA) from LNA Holding SRL under a Securities Sale Agreement dated June 27, 2026. The consideration was approximately $7 billion in cash (as adjusted under the agreement) plus 10,953,543 newly issued shares of Martin Marietta common stock, valued at $6.5 billion based on the 15-trading-day VWAP ended June 26, 2026. In its press release, the company described LNA as a leading producer of high calcium lime, dolomitic lime and industrial mineral products, and said the combination advances its SOAR 2030 objectives by expanding its Specialties platform. Ward Nye, Chair, President and CEO, said the combination makes Martin Marietta the nation's leading producer of limestone products, citing more than 2 billion tons of high-quality reserves. At closing, the company entered into a Shareholders Agreement and a Registration Rights Agreement with LNA Holding. The Shareholders Agreement imposes lock-ups on the Consideration Shares, with 50% released at the 12-month anniversary of closing and 50% at the 24-month anniversary. It also expands the Board from ten to eleven directors, with LNA Holding entitled to designate one director and one non-voting observer, subject to ownership thresholds of 10% and 7.5%. A standstill caps FGI and LNA Holding acquisitions at 18% of outstanding common stock. The company appointed Philipp Niemann, CEO of Lhoist S.A., to the Board effective August 21, 2026, to serve on the Finance Committee. The company also stated it expects to provide updated full-year 2026 revenue and Adjusted EBITDA guidance reflecting the transaction with its third-quarter results.

Martin Marietta Materials 8-K Report, Material Agreement (Aug 18, 2026)

On August 18, 2026, Martin Marietta Materials, Inc. entered into a Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, providing for a $1.5 billion five-year senior unsecured revolving facility. Borrowings bear interest at Term SOFR or a base rate, plus a margin set by a ratings-based pricing grid. The facility replaces the company's existing Credit Agreement dated December 21, 2021, under which no borrowings were outstanding before the new agreement. The new facility expires on August 18, 2031. The agreement contains a maximum Leverage Ratio covenant of 3.75:1.00, with step-ups tied to the previously announced acquisition of Lhoist North America, Inc. (the "Acquisition"). After the Acquisition closes, the ratio may not exceed 4.75:1.00 for the first three fiscal quarters, 4.25:1.00 for the next three, and 3.75:1.00 thereafter. Debt incurred for certain acquisitions may be excluded for four quarters if the ratio without the exclusion does not exceed 4.25:1.00. Cash and cash equivalents may reduce consolidated debt for the ratio calculation, up to $500 million, if no amounts are outstanding under both the Revolving Facility and the accounts receivable securitization facility. The filing also reports the Credit Agreement as Exhibit 10.1 and the cover page in Inline XBRL as Exhibit 104. It was signed by George Schoen, Executive Vice President, General Counsel and Corporate Secretary.

Martin Marietta Materials 8-K Report, Material Agreement (Aug 14, 2026)

On August 14, 2026, Martin Marietta Materials, Inc. (MLM) issued $5.5 billion of senior unsecured notes in five series: $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 were issued under a base indenture dated May 22, 2017 and a Sixth Supplemental Indenture dated August 14, 2026, with Regions Bank as trustee. The notes were registered under an effective Form S-3ASR shelf registration statement and a prospectus supplement dated August 11, 2026. The filing states that net proceeds, together with borrowings under a $1.5 billion senior unsecured term loan facility, will be used to pay the cash consideration for the previously announced acquisition of all outstanding equity interests in Lhoist North America, Inc. (the "Acquisition"). Closing of the notes offering is expected in the third quarter of 2026, subject to customary closing conditions. Investors should note that the notes are not guaranteed by subsidiaries and are structurally subordinated to subsidiary liabilities. If the Acquisition is not consummated by the SMR Outside Date, the Securities Sale Agreement is terminated, or the company publicly announces it will no longer pursue the Acquisition, the company must redeem all notes at 101% of principal plus accrued interest under a special mandatory redemption.

Martin Marietta Materials 8-K Report, Material Agreement (Aug 12, 2026)

Martin Marietta Materials, Inc. (NYSE: MLM) filed this Form 8-K on August 12, 2026 to report the pricing of a debt offering totaling $5.5 billion in senior notes. The offering comprises $750 million of 4.850% Senior Notes due 2029, $1.25 billion of 5.200% Senior Notes due 2032, $1.0 billion of 5.400% Senior Notes due 2034, $1.5 billion of 5.625% Senior Notes due 2036, and $1.0 billion of 6.375% Senior Notes due 2056. The filing states that the Company entered into an underwriting agreement dated August 11, 2026 with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and Truist Securities, Inc., as representatives of the underwriters. The filing states that 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 the previously announced acquisition of all outstanding equity interests in Lhoist North America, Inc. Closing of the offering is expected in the third quarter of 2026, subject to customary closing conditions. The notes were issued at prices ranging from 99.660% to 99.936% of par value and are being sold under an effective shelf registration statement on Form S-3. For investors, the key takeaway is that Martin Marietta is financing a large acquisition primarily with long-dated debt, adding a significant amount of debt obligations with maturities ranging from 2029 to 2056. The filing refers to risk factors in the preliminary prospectus supplement filed August 10, 2026, and in the company's 2025 Form 10-K and June 30, 2026 Form 10-Q.

Martin Marietta Materials 8-K Report, Corporate Update (Aug 10, 2026)

On August 10, 2026, Martin Marietta Materials, Inc. filed an 8-K reporting that it has received all necessary regulatory approvals for its acquisition of Lhoist North America, Inc. (LNA), announced August 5, 2026, and expects the transaction to close in the third quarter of 2026. The deal was agreed on June 27, 2026 under a Securities Sale Agreement with LNA Holding SRL to acquire all outstanding equity interests in LNA. The filing's pro forma financials state preliminary total consideration of approximately $13.5 billion, consisting of $7.0 billion in cash, subject to adjustments, and 10,953,543 newly issued Martin Marietta shares valued at about $6.5 billion, plus an estimated $222 million of other cash consideration tied to the closing date. Martin Marietta obtained a bridge loan commitment of up to $7.0 billion, of which a $1.5 billion three-year term loan commitment was obtained on July 15, 2026, with the pro forma statements assuming an additional $5.5 billion of permanent senior unsecured debt before closing. The pro forma balance sheet shows preliminary goodwill of $6.0 billion and other intangible assets of $5.9 billion. The 8-K attaches LNA's audited 2025 and 2024 financial statements (with an auditor's emphasis paragraph noting restatement for SEC purposes), unaudited financial statements for the six months ended June 30, 2026, and unaudited pro forma condensed combined financial statements that combine Martin Marietta with Premier Magnesia, QUIKRETE's asset exchange, New Frontier Materials, and LNA. The pro forma statements exclude anticipated synergies and are preliminary and subject to change.

Martin Marietta Materials 8-K Report, Corporate Update (Aug 5, 2026)

Martin Marietta Materials, Inc. (NYSE: MLM) filed a Form 8-K on August 5, 2026 to report that it has received all necessary regulatory approvals for its previously announced acquisition of Lhoist North America, Inc. (LNA). The transaction was announced on June 27, 2026, under a Securities Sale Agreement with LNA Holding SRL, under which 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. LNA produces, distributes, markets and sells lime, dolomitic lime, limestone- and dolomitic stone-based industrial minerals and products, and aggregates in North America. The company expects the transaction to close in the third quarter of 2026, subject to customary closing conditions. Upon completion, Martin Marietta states that it expects to become the nation's leading producer of lime and limestone solutions. The filing furnishes the related press release as Exhibit 99.1 under Item 8.01, and the information is not deemed "filed" for purposes of Section 18 of the Exchange Act. The filing's forward-looking statements identify the timing of closing and the satisfaction of closing conditions as the principal risks, noting that the transaction may not close as expected or at all.

Martin Marietta Materials 8-K Report, Executive Changes (Aug 4, 2026)

Martin Marietta Materials, Inc. filed this Form 8-K to report a leadership change in its finance function. On August 4, 2026, the Company announced that it has promoted Michael J. Petro to Executive Vice President, Chief Financial Officer. The filing is disclosed under Item 5.02, which covers officer appointments and compensatory arrangements. In connection with the promotion, the Company and Mr. Petro entered into an employment agreement and an amended and restated employment protection agreement. Under the employment agreement, Mr. Petro's base salary is $750,000, his target annual incentive award is 100% of base salary, and his target long-term incentive award is 260% of base salary. He also receives a one-time restricted stock unit grant 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. The employment agreement provides severance upon termination without cause or for good reason 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. It also includes a three-year post-termination non-competition, non-solicitation, and confidentiality covenant. The employment protection agreement, which aligns with those of other executive officers, provides change-of-control severance equal to three times annual compensation (base salary plus the highest annual bonus paid in the preceding five years) and 36 months of benefits continuation.

Martin Marietta Materials 8-K Report, Financial Results (Jul 30, 2026)

Martin Marietta Materials, Inc. reported record second-quarter 2026 revenues of $1,947 million, up 21% from $1,609 million, and Adjusted EBITDA from continuing operations of $638 million, up 13% from $565 million. Growth was driven by a full quarter of contributions from the QUIKRETE operations acquired earlier in the year, a partial quarter from New Frontier Materials, and 2.3% organic aggregates shipment growth. GAAP earnings from continuing operations per diluted share fell to $4.26 from $4.84, while Adjusted earnings per diluted share from continuing operations rose 3% to $5.00. Gross profit was $495 million, essentially flat, and earnings from operations declined 10% to $372 million. The company absorbed a $52 million inventory markup charge in aggregates gross profit. The company raised its full-year 2026 revenue guidance to $7.2 billion to $7.4 billion and reaffirmed Adjusted EBITDA from continuing operations guidance of $2.36 billion to $2.5 billion. Management also cited expected annualized cash flow improvements of approximately $350 million from its expanded enterprise review, and said more than $200 million of cash had been unlocked year-to-date versus the prior-year period through inventory management and lower capital spending. Operating cash flow for the first six months was $339 million, down from $605 million, reflecting higher income tax payments tied to the taxable gain on the February 2026 divestiture of the Midlothian cement business and remaining Texas ready mix operations. The filing also highlights the pending combination with Lhoist North America, a transaction valued at approximately $13.5 billion in cash and Martin Marietta common stock, expected to close in the second half of 2026 subject to regulatory approvals. The revised 2026 guidance excludes any contribution from LNA. The company secured a commitment on July 15, 2026 for a $1.5 billion three-year senior unsecured term loan, contingent on the LNA closing. As of June 30, 2026, unrestricted cash was $112 million and unused borrowing capacity under existing credit facilities was $742 million.

Martin Marietta Materials 8-K Report, Material Agreement (Jul 15, 2026)

Martin Marietta Materials, Inc. filed this Form 8-K reporting two financing agreements tied to its previously announced acquisition of Lhoist North America, Inc. (the "Acquisition"). On July 10, 2026, the company entered into Amendment No. 1 to its $800,000,000 five-year senior unsecured revolving credit facility with JPMorgan Chase Bank, N.A. as administrative agent. The amendment sets a conditional maximum Leverage Ratio that applies if the Acquisition closes: 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. On July 15, 2026, the company entered into a Term Credit Agreement with JPMorgan Chase Bank, N.A. as administrative agent, committing lenders to a three-year senior unsecured term loan of $1,500,000,000, subject to the Acquisition's consummation and other customary conditions. Proceeds may be used to pay a portion of the Acquisition's cash consideration and related fees and expenses. The term loan is not subject to amortization, bears interest at Term SOFR or Base Rate plus a ratings-based margin, and carries a commitment fee on undrawn commitments beginning October 25, 2026. The term loan's leverage covenant mirrors the revolver's schedule, with a provision allowing the company to exclude debt incurred for certain acquisitions for four quarters if the leverage ratio without that exclusion does not exceed 4.25:1.00. Cash and cash equivalents may reduce consolidated debt in the leverage calculation, up to $500,000,000, if no amounts are outstanding under the revolver and the accounts receivable securitization facility.

Martin Marietta Materials 8-K Report, Material Agreement (Jun 29, 2026)

On June 27, 2026, Martin Marietta Materials, Inc. entered into a Securities Sale Agreement (SSA) with LNA Holding SRL to acquire all outstanding equity interests in Lhoist North America, Inc. (LNA), which produces and sells lime, dolomitic lime, limestone- and dolomitic stone-based industrial minerals, and aggregates in North America. The consideration is $13.5 billion, consisting of $7 billion in cash (subject to certain adjustments) and 10,953,543 newly issued Martin Marietta common shares valued at $6.5 billion based on the 15-trading-day VWAP ending June 26, 2026. Closing is conditioned on expiration or termination of the HSR waiting period, regulatory approvals and other customary conditions. Either party may terminate if closing has not occurred by October 31, 2026, with automatic extensions up to June 15, 2027; a $350 million termination fee is payable by Martin Marietta if the SSA is terminated in specified circumstances relating to failure to obtain required regulatory clearances. Following closing, LNA Holding is expected to hold approximately 15% of Martin Marietta's outstanding common stock. A Shareholders Agreement will give LNA Holding a board designee and a non-voting observer, with those rights stepping down as its ownership falls, and will impose a lock-up on the consideration shares (50% released at 12 months and 50% at 24 months after closing), along with an 18% standstill for FGI and LNA Holding. A Registration Rights Agreement will cover the consideration shares. To fund the cash portion, Martin Marietta entered into a commitment letter dated June 27, 2026 with Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC for a 364-day unsecured bridge facility of up to $7.0 billion, reducible by term loan or note issuances before closing. The consideration shares are being issued in reliance on Section 4(a)(2) of the Securities Act or Regulation S.

Martin Marietta Materials 8-K Report, Regulation FD Disclosure (Jun 29, 2026)

On June 29, 2026, Martin Marietta Materials, Inc. (NYSE: MLM) announced it has entered into a Securities Sale Agreement dated June 27, 2026 with LNA Holding SRL to acquire all outstanding equity interests in Lhoist North America, Inc. for $13.5 billion in cash and shares of Martin Marietta common stock. The business produces lime, dolomitic lime, limestone- and dolomitic stone-based industrial minerals, and aggregates in North America. Consideration consists of $7.0 billion in cash (subject to customary adjustments) and $6.5 billion in common stock, valued at the volume-weighted average price over the 15 consecutive trading days before signing. The transaction is expected to close in the second half of 2026, subject to regulatory approvals. The company describes the deal as advancing its SOAR 2030 objective to expand its Specialties platform and as establishing it as the leading national lime producer. Lhoist North America reported 2025 gross sales of $1.8 billion and Adjusted EBITDA of $786 million, supported by more than 2 billion tons of limestone reserves and 20 quarries and production facilities. Management expects approximately $85 million in annual run-rate cost synergies and says the transaction should be accretive to earnings and margins in the first full year after closing, excluding one-time transaction costs and purchase accounting impacts. The transaction implies an enterprise value multiple of approximately 15x Adjusted EBITDA including run-rate synergies. Martin Marietta expects Combined Net Leverage of approximately 3.7x at closing, with a target below 2.5x within 24 months. Upon closing, the Berghmans family is expected to own approximately 15% of Martin Marietta on a fully diluted basis and will have the right to appoint one director and one observer to the Board. Goldman Sachs is the exclusive financial advisor and provided committed debt financing.

Martin Marietta Materials 8-K Report, Executive Changes (May 14, 2026)

Martin Marietta Materials, Inc. reported the results of its Annual Meeting of Shareholders held on May 14, 2026. Of the 60,256,208 shares outstanding and entitled to vote, 54,913,555 were represented, a 91% quorum. Shareholders elected all ten director nominees to one-year terms ending at the 2027 annual meeting, ratified PricewaterhouseCoopers LLP as independent auditors for the year ending December 31, 2026, and approved the company's advisory vote on named executive officer compensation. The most significant action was shareholder approval of the Martin Marietta Amended and Restated Stock-Based Award Plan, which the Board of Directors adopted on February 19, 2026. The plan vote received 51,804,036 shares for, 592,460 against, 96,444 abstentions, and 2,420,615 broker non-votes. A description of the plan appears in Appendix C to the April 15, 2026 proxy statement and is incorporated by reference. The plan is filed as Exhibit 10.1. For the advisory say-on-pay proposal, 51,322,167 shares voted for, 960,974 against, and 209,799 abstained, with 2,420,615 broker non-votes. Director vote tallies varied, with Dorothy M. Ables receiving the largest number of votes against (2,225,718) and C. Howard Nye the next largest (1,362,836).

Martin Marietta Materials 8-K Report, Financial Results (Apr 30, 2026)

Martin Marietta Materials, Inc. reported first-quarter 2026 results for the quarter ended March 31, 2026, in a press release furnished as Exhibit 99.1. Revenues rose 17% to $1,362 million, with aggregates shipments up 12.4% to a first-quarter record 43.9 million tons, driven by organic growth and partial-quarter contributions from the operations acquired from QUIKRETE on February 23, 2026. Adjusted EBITDA from continuing operations increased 14% to $364 million and Adjusted earnings per diluted share from continuing operations rose 14% to $1.93. GAAP earnings per diluted share from continuing operations fell 23% to $1.31, reflected charges including a $22 million inventory markup charge and a $0.26 per diluted share revaluation of deferred tax liabilities. Net earnings attributable to Martin Marietta were $1,513 million, including $1,434 million in earnings from discontinued operations that included a $1.4 billion after-tax gain on the QUIKRETE asset exchange. The company reaffirmed its full-year 2026 guidance, with Adjusted EBITDA from continuing operations of $2.36 billion to $2.50 billion (midpoint $2.43 billion) and revenues of $7.00 billion to $7.32 billion. Management cited strong April demand and April 1 price increases. The company also signed a definitive agreement on April 19, 2026 to acquire New Frontier Materials, an aggregates-led producer in the greater St. Louis area that produces over 8 million tons annually, with closing expected in the second half of 2026 subject to regulatory approvals. Cash provided by operating activities was a first-quarter record $227 million, and the company returned $251 million to shareholders through dividends and share repurchases. At March 31, 2026, it held $273 million of unrestricted cash and $1.2 billion of unused credit facility capacity.

Martin Marietta Materials 8-K Report, Executive Changes (Apr 27, 2026)

Martin Marietta Materials, Inc. (NYSE: MLM) announced on April 27, 2026 that it has appointed Christopher W. Samborski as Executive Vice President and Chief Operating Officer, effective May 1, 2026. Mr. Samborski, age 45, joined the Company in August 2018 and currently serves as President of the West and Specialties Divisions. The filing states that Kirk Light has assumed leadership of the West and Specialties Divisions while also retaining his duties as President of the Southwest Division. The filing details Mr. Samborski's compensation under his new role. Per the Offer Letter, his base salary will be $775,000, with a target annual incentive of 100% of base salary and a target long-term incentive of 260% of base salary. He will also receive a one-time restricted stock unit grant with a grant-date value of $5,000,000, vesting ratably on the sixth, seventh and eighth anniversaries of the grant date. Under his amended Employment Agreement, a termination without cause or for good reason triggers severance equal to three times the sum of base salary and target bonus, plus up to three years of medical and dental benefits and continued equity vesting. The Employment Protection Agreement provides change-of-control severance of three times annual compensation and 36 months of benefits. The press release attached as Exhibit 99.1 quotes CEO Ward Nye praising Mr. Samborski's leadership and describes the appointment as coming during a period of strong performance, noting the Company closed 2025 with record results across its portfolio. The filing itself contains no financial results for the period beyond that statement.

Martin Marietta Materials 8-K Report, Acquisition Completed (Feb 23, 2026)

On February 23, 2026, Martin Marietta Materials, Inc. completed its previously announced Equity and Asset Exchange Agreement with Quikrete Holdings, Inc., dated August 3, 2025. Martin Marietta transferred its Midlothian cement plant, related cement terminals, North Texas ready-mixed concrete assets and certain nonoperating land. In exchange, it acquired Quikrete's aggregates operations in Virginia, Missouri, Kansas and Vancouver, British Columbia, producing approximately 20 million tons annually, plus $450 million in cash. The company describes this as the largest aggregates acquisition in its history and the capstone of its SOAR 2025 plan. The investor presentation lists $3.0 billion of divestiture assets used as consideration, with a divestiture value of $2.8 billion net of cash taxes, and an acquisition value of $2.6 billion. It states the exchange was structured as a Section 1031 land and mineral exchange for tax efficiency. The company also issued updated 2026 guidance, which reflects continuing operations including the QUIKRETE transaction and the Minnesota aggregates and FOB asphalt assets acquired from CRH in December 2025. Midpoint guidance is $7,160 million in revenues, $2,430 million in Adjusted EBITDA from continuing operations, and $575 million in capital expenditures. Aggregates shipments are guided to 222 million tons, up 12.0%, with organic shipments up 2.0%. Average selling price is guided up 2.5% (5.0% organic), with the difference reflecting a 250-basis-point acquisition headwind. The filing states that the company achieved a price/cost spread of 208 basis points against a 200 basis point SOAR 2025 target. Management says the transaction reduces exposure to cyclical cement and ready-mixed concrete, increases the contribution from aggregates, and leaves room on the balance sheet for future growth. Chair, President and CEO Ward Nye said the company is positioned to pursue core, growth-focused M&A as it launches SOAR 2030.

Martin Marietta Materials 8-K Report, Mine Safety Disclosure (Feb 13, 2026)

Martin Marietta Materials, Inc. filed this Form 8-K under Item 1.04 (Mine Safety – Reporting of Shutdowns and Patterns of Violations). The filing reports that on February 11, 2026, the company received a section 107(a) imminent-danger order from the Mine Safety and Health Administration (MSHA) at its Kokomo Quarry in Kokomo, Indiana. The order stated that a miner was standing on an elevated crusher platform being constructed about 10 feet off the ground. Although the miner was wearing fall protection, the miner was not anchored to an effective position to prevent a danger of falling, which exposed the miner to risk of injury. The filing states that corrective action was taken, that no one was injured in the cited incident, and that the order has been terminated. For investors, this is a limited safety-compliance disclosure. The filing reports no injuries, no operational shutdown beyond the order itself, and no financial impact, and it does not state any monetary penalty.

Martin Marietta Materials 8-K Report, Financial Results (Feb 11, 2026)

Martin Marietta Materials, Inc. (NYSE: MLM) reported fourth-quarter and full-year 2025 results on February 11, 2026, via a press release furnished as Exhibit 99.1. For the year ended December 31, 2025, continuing-operations revenues were $6.15 billion, up 9%, and gross profit was $1.89 billion, up 16%. Earnings from operations fell to $1.44 billion from $2.48 billion, and diluted EPS from continuing operations was $16.34 versus $29.50, with the prior year inflated by a nonrecurring gain on divestiture. Adjusted EBITDA from continuing operations rose 17% to $2.07 billion. Aggregates shipments were 198.5 million tons, up 4%, and average selling price per ton was $23.30, up 7%. Management described aggregates unit profitability as having improved double digits for the year. Cash provided by operating activities increased 22% to a record $1.79 billion. The company returned $647 million to shareholders through dividends and share repurchases, and ended the year with $67 million of cash and $1.17 billion of unused borrowing capacity. Capital expenditures were $807 million for the year. For 2026, the company guided to revenues of $6.42 billion to $6.78 billion, adjusted EBITDA from continuing operations of $2.16 billion to $2.31 billion, and capital expenditures of $550 million to $600 million. Aggregates volume is guided to grow 1.0% to 3.0% and ASP 4.0% to 6.0%. Guidance excludes the pending QUIKRETE asset exchange, which is expected to close in the first quarter of 2026. Management cited robust infrastructure investment and data center and energy momentum offsetting softness in private nonresidential and residential construction.

Martin Marietta Materials 8-K Report, Regulation FD Disclosure (Jan 2, 2026)

Martin Marietta Materials, Inc. filed a Form 8-K on January 2, 2026, under Item 7.01 (Regulation FD Disclosure) to update the timing of its previously announced asset exchange with Quikrete Holdings, Inc. On December 31, 2025, the Company said it now expects the transaction to close in the first quarter of 2026, rather than the fourth quarter of 2025 as announced on October 2, 2025. The delay is described only as subject to satisfaction of the remaining customary closing conditions. The filing does not state a reason for the revised timing or any financial terms beyond the transaction being an asset exchange. The information is furnished rather than filed, so it is not subject to the liabilities of Section 18 of the Exchange Act. The filing also refers investors to the risk factors in the Company's 2024 Form 10-K and other periodic SEC filings.

Martin Marietta Materials 8-K Report, Material Agreement (Dec 19, 2025)

Martin Marietta Materials, Inc. filed this Form 8-K on December 19, 2025 to report that it entered into Loan Modification No. 4 and Extension Agreement with JPMorgan Chase Bank, N.A. (as administrative agent), the lenders party thereto, and related parties. The agreement amends the Corporation's $800,000,000 five-year senior unsecured revolving credit facility, the Credit Agreement. The principal change in the amendment is an extension of the maturity date of loans advanced under the Credit Agreement to December 21, 2030. The filing states that the amendment also makes other, unspecified changes to the Credit Agreement, and it provides the full text as Exhibit 10.1, incorporated by reference. The filing also includes the cover page of the report in Inline XBRL format. The Item 2.03 disclosure about the creation of a direct financial obligation is incorporated by reference from Item 1.01, so the filing's substance is the revolving credit facility amendment and its extended maturity.

Martin Marietta Materials 8-K Report, Financial Results (Nov 4, 2025)

Martin Marietta Materials, Inc. (NYSE: MLM) reported third-quarter 2025 results on November 4, 2025, as furnished in Exhibit 99.1 press release. Revenues from continuing operations rose 12% to $1,846 million, gross profit increased 19% to $611 million, and earnings from operations grew 24% to $505 million. Net earnings from continuing operations attributable to Martin Marietta were $361 million, up 22%, and diluted EPS from continuing operations was $5.97, up 23%. Consolidated net earnings attributable to Martin Marietta were $414 million, including $53 million from discontinued operations. Management described record quarterly aggregates revenues, gross profit ($531 million) and gross margin (36%), and record quarterly Specialties revenues of $131 million. Management raised full-year 2025 guidance, with Consolidated Adjusted EBITDA now expected at $2.30 billion to $2.34 billion, or $2.32 billion at the midpoint. Aggregates shipments rose 8.0% to 57.9 million tons and average selling price increased 8.0% to $23.24 per ton. Preliminary 2026 guidance calls for low single digit aggregates volume growth and mid single digit ASP growth. The filing also details the pending asset exchange with QUIKRETE Holdings, Inc., under which the company would receive aggregates operations producing approximately 20 million tons annually plus cash, in exchange for its Midlothian cement plant, related cement terminals and certain Texas ready-mixed concrete assets. Those assets are classified as held for sale and reported as discontinued operations, with the transaction expected to close in the fourth quarter of 2025. As of September 30, 2025, the company had $57 million of unrestricted cash and $1.1 billion of unused borrowing capacity.

Martin Marietta Materials 8-K Report, Material Agreement (Sep 17, 2025)

Martin Marietta Materials, Inc. (NYSE: MLM) reported in this Form 8-K, filed September 17, 2025, that on September 16, 2025 it and its wholly-owned subsidiary, Martin Marietta Funding LLC ("MM Funding"), entered into the Seventeenth Amendment to its Credit and Security Agreement with Truist Bank, successor by merger to SunTrust Bank, dated as of April 19, 2013. The amendment extends the scheduled maturity of the trade receivables securitization facility to September 16, 2026. The facility is a $400,000,000 trade receivables securitization backed by receivables originated by the Corporation or certain subsidiaries and acquired by the Corporation, which are sold or contributed to MM Funding. Subject to conditions in the Credit Agreement, including lenders providing the requisite commitments, the facility may be increased to an amount not to exceed $600,000,000. Effective with the amendment, MM Funding's borrowings bear interest at Adjusted Term SOFR plus 0.700%, subject to change if the Administrative Agent determines Adjusted Term SOFR cannot be determined or SOFR no longer reflects the lenders' cost of lending. The Credit Agreement includes an amortization event tied to a payment default or acceleration of one of the Corporation's material debt agreements. The full Seventeenth Amendment, including a conformed copy of the Credit Agreement reflecting all changes, is filed as Exhibit 10.01.

Martin Marietta Materials 8-K Report, Regulation FD Disclosure (Sep 3, 2025)

Martin Marietta Materials, Inc. (NYSE: MLM) furnished a slide presentation for its 2025 Capital Markets Day, held September 3, 2025, under Item 7.01 (Regulation FD Disclosure). The presentation introduces SOAR 2030, the company's five-year Strategic Operating Analysis and Review plan, which the company says builds on its SOAR strategy with unchanged priorities: commercial excellence, operational excellence, strategic M&A and synergy realization. The company cites 2025 guidance midpoints of $7.0 billion in revenues and $2.3 billion in Adjusted EBITDA, a 2.4x consolidated net debt to Adjusted EBITDA ratio at June 30, 2025, and a 2.0x to 2.5x target net leverage range. The SOAR 2030 targets include a 250 bps aggregates price/cost spread goal, low double-digit aggregates unit profitability CAGR and a consolidated EBITDA CAGR. The presentation shows illustrative 2030 EBITDA cases of $3.7 billion to $4.4 billion, with the higher cases including M&A, and cumulative 2030 free cash flow of $8.0 billion to $9.0 billion. It also cites 2030 total firepower of $13 billion to $15 billion. Investors are cautioned that forward-looking statements are subject to the risks listed in the filing and the company's Form 10-K for the year ended December 31, 2024. The filing also references the pending asset exchange with Quikrete Holdings, Inc., announced August 4, 2025, which is expected to close in the first quarter of 2026 subject to regulatory approvals and customary closing conditions. The 2025 guidance midpoint excludes the aggregates tons expected from that exchange.

Martin Marietta Materials 8-K Report, Material Agreement (Aug 7, 2025)

On August 3, 2025, Martin Marietta Materials, Inc. entered into an Equity and Asset Exchange Agreement with Quikrete Holdings, Inc. Under the agreement, Martin Marietta will transfer its assets primarily related to its cement and ready-mix concrete operations at its Midlothian cement plant and North Texas ready-mix concrete sites (the Cement Business) to Quikrete. In exchange, Martin Marietta will receive Quikrete's assets primarily related to its aggregates operations at sites in Virginia, Missouri, Kansas and Western Canada (the Aggregates Business) plus $450 million in cash. Closing is conditioned on the expiration or termination of the Hart-Scott-Rodino waiting period, receipt of approval under the Competition Act (Canada), and other customary closing conditions. Either party may terminate if the closing has not occurred by August 3, 2026, subject to one three-month extension if only regulatory-approval conditions remain unsatisfied. Following closing, the parties will indemnify each other for pre-closing liabilities tied to the business each operated, and both are subject to customary operating restrictions and non-compete and non-solicitation covenants until closing. The filing states that the agreement is included to inform investors of its terms, and that the representations and warranties should not be relied on as statements of fact about either company. The full agreement is filed as Exhibit 2.1, with schedules and exhibits omitted under Item 601(b)(2) of Regulation S-K, and Martin Marietta has undertaken to furnish them to the SEC on request.

Martin Marietta Materials 8-K Report, Financial Results (Aug 7, 2025)

Martin Marietta Materials, Inc. (NYSE: MLM) reported second-quarter 2025 results on August 7, 2025, in a press release furnished as Exhibit 99.1. Revenues rose 3% to $1,811 million, earnings from operations increased 15% to $458 million, and net earnings attributable to Martin Marietta grew 12% to $328 million, or $5.43 per diluted share. Adjusted EBITDA was $630 million, up 8%. Aggregates average selling price increased 7% to $23.21 per ton, while aggregates shipments declined 1% to 52.7 million tons, reflecting softness in Colorado and wet weather partly offset by strength in the Southeast and acquisitions. Aggregates gross profit rose 9% to $430 million, with gross margin expanding to 33%, both second-quarter records. Management raised full-year 2025 guidance, now projecting Adjusted EBITDA of $2.25 billion to $2.35 billion (a $2.30 billion midpoint). The company completed the acquisition of Premier Magnesia, LLC on July 25, 2025, and on August 3, 2025, entered into an agreement with Quikrete Holdings, Inc. to exchange certain aggregates operations (about 20 million tons annually in Virginia, Missouri, Kansas and Vancouver, British Columbia, plus $450 million in cash) for its Midlothian cement plant, related cement terminals and North Texas ready-mixed concrete assets. The Quikrete transaction is expected to close in the first quarter of 2026, subject to regulatory approvals. Cash provided by operating activities was $605 million for the six months ended June 30, 2025, versus $173 million a year earlier, partly reflecting deferred income tax payments tied to IRS disaster tax relief. Cash and cash equivalents were $225 million at quarter-end, with $1.2 billion of unused borrowing capacity. During the first half, the company returned $547 million to shareholders through dividends and share repurchases.

Martin Marietta Materials 8-K Report, Financial Results (Aug 4, 2025)

Martin Marietta Materials, Inc. (NYSE: MLM) filed an 8-K on August 4, 2025 furnishing a press release that previews preliminary second-quarter 2025 results and announces two portfolio transactions. The company reported preliminary Q2 2025 Revenues of $1.81 billion, Net Earnings Attributable to Martin Marietta of $328 million, and Adjusted EBITDA of $630 million, compared with $584 million in Adjusted EBITDA for the second quarter of 2024 as shown in the reconciliation. These figures are unaudited estimates subject to change at quarter-end close, and full results and full-year outlook will be released with the earnings call on August 7, 2025. The company also raised its full-year 2025 Adjusted EBITDA guidance to $2.30 billion at the midpoint, which the release says includes contributions from the Premier Magnesia acquisition for the remaining five months of 2025. Martin Marietta completed the acquisition of Premier Magnesia, LLC on July 25, 2025, a privately owned producer of magnesia-based products with operations in Nevada, North Carolina, Indiana and Pennsylvania. Martin Marietta also agreed to an Equity and Asset Exchange Agreement with Quikrete Holdings, Inc., dated August 3, 2025. Under the agreement, Martin Marietta will transfer its Midlothian cement plant, related cement terminals and North Texas ready-mixed concrete assets to Quikrete, and receive aggregates operations producing approximately 20 million tons annually in Virginia, Missouri, Kansas and Vancouver, British Columbia, plus $450 million in cash. The transaction is expected to close in the first quarter of 2026, subject to regulatory approvals and other customary conditions. Management describes these moves as shaping a higher-margin, increasingly aggregates-led enterprise.

Martin Marietta Materials 8-K Report, Executive Changes (Jul 8, 2025)

Martin Marietta Materials, Inc. (NYSE: MLM) announced on July 7, 2025 that it appointed Michael J. Petro as Senior Vice President and Chief Financial Officer, effective July 8, 2025, replacing Robert J. Cardin, who had served as Interim Chief Financial Officer since April 10, 2025. Cardin will remain with the company as Senior Vice President, Controller and Chief Accounting Officer. Petro, age 41, joined the company in 2015 and has served as Senior Vice President of Strategy and Development since 2021, a role he will continue to hold following the appointment. Under an offer letter executed in connection with the promotion, Petro's base salary will increase to $600,000 and he will receive a one-time restricted stock unit grant with a grant date value of $1,000,000, vesting in full on the fifth anniversary of the Effective Date, subject to continued employment. His target annual incentive award (90% of base salary), target long-term incentive award (200% of base salary) and Employment Protection Agreement terms are unchanged. The press release notes that Petro, as CFO, will continue to oversee the Strategy and Development team and cites his role in acquisitions including Bluegrass Materials, Lehigh Hanson's West Region, Tiller Corporation, Albert Frei & Sons and affiliates of Blue Water Industries. The filing is primarily a leadership and compensation change. It does not include financial results or guidance. Chair and CEO Ward Nye praised Petro's track record and thanked Cardin for a smooth interim transition.

Martin Marietta Materials 8-K Report, Shareholder Vote Results (May 15, 2025)

Martin Marietta Materials, Inc. held its Annual Meeting of Shareholders on May 15, 2025. Of the 60,600,290 shares outstanding and entitled to vote, 55,756,777 shares were represented, a 92% quorum. The filing reports final voting results for four proposals. Shareholders elected all ten director nominees to one-year terms ending at the 2026 Annual Meeting. Dorothy M. Ables and C. Howard Nye received the fewest votes for, at 51,558,551 and 51,634,797 respectively, with 1,776,880 and 1,755,288 votes against. Shareholders also ratified PricewaterhouseCoopers LLP as independent auditors for the year ending December 31, 2025, with 55,338,062 votes for and 390,817 against. Shareholders approved, on an advisory basis, the compensation paid to the named executive officers, with 50,476,635 votes for and 2,760,192 against. They also approved the 2025 Employee Stock Purchase Plan, adopted by the Board on February 20, 2025, with 53,300,639 votes for and 41,222 against.

Martin Marietta Materials 8-K Report, Financial Results (Apr 30, 2025)

Martin Marietta Materials, Inc. (NYSE: MLM) reported first-quarter 2025 results on April 30, 2025 via a furnished press release (Exhibit 99.1). Revenues rose 8% to $1,353 million and gross profit rose 23% to $335 million. Earnings from operations fell to $194 million from $1,421 million, and net earnings attributable to Martin Marietta fell to $116 million from $1,045 million, with the prior-year period including a $1.3 billion nonrecurring gain on the divestiture of the South Texas cement business. Adjusted EBITDA increased 21% to $351 million, and diluted EPS was $1.90 versus $16.87. Aggregates drove the quarter: shipments rose 6.6% to 39.0 million tons, average selling price rose 6.8% to $23.77 per ton, and aggregates gross profit rose 24% to $297 million with gross margin up 260 basis points to 30%, all first-quarter records. Management highlighted pricing momentum, cost discipline and acquisition contributions, and said Magnesia Specialties set quarterly records for revenues ($87 million) and gross profit ($38 million). Cement and ready mixed concrete revenues fell 12% to $233 million, and asphalt and paving posted a gross loss of $23 million on seasonal shutdowns. Cash from operations was $218 million, capital expenditures were $233 million, and $499 million was returned to shareholders through dividends and repurchases. Cash and cash equivalents stood at $101 million at March 31, 2025, with $1.2 billion of unused borrowing capacity. The company left its 2025 guidance unchanged, including revenues of $6,830 to $7,230 million, Adjusted EBITDA of $2,150 to $2,350 million, and capital expenditures of $725 to $775 million. The guidance excludes any material tariff-related impacts, and management said it will revisit the full-year outlook after the second quarter.

Martin Marietta Materials 8-K Report, Financial Results (Apr 10, 2025)

Martin Marietta Materials, Inc. filed this Form 8-K on April 10, 2025 with two main disclosures. First, it announced preliminary, unaudited first quarter 2025 results, expecting Revenues of $1.353 billion, Net Earnings Attributable to Martin Marietta of $116 million, and adjusted EBITDA of $351 million. The company noted these figures are estimates based on information available as of the filing date and remain subject to change after the quarter-end close. Adjusted EBITDA is a non-GAAP measure, and Exhibit A reconciles it to net earnings: $116 million net earnings, plus $51 million of net interest expense, $31 million of income tax expense for controlling interests, and $153 million of depreciation, depletion and amortization and equity affiliate earnings/loss. Second, the filing reports a leadership change in finance. James A.J. Nickolas resigned as Executive Vice President and Chief Financial Officer effective April 11, 2025, to join another publicly traded company as its CFO, citing personal reasons related to relocating his family to Chicago. The filing states his departure did not arise from any disagreement regarding operations, policies, financial results or accounting practices. Robert J. Cardin, the Company's Senior Vice President, Controller and Chief Accounting Officer since 2019, was appointed Interim Chief Financial Officer effective the same date. The Company has begun a search for a permanent CFO with an executive search firm. The company will release full first quarter 2025 results and its full-year outlook on April 30, 2025, during an earnings conference call at 11:00 a.m. Eastern Time.

Martin Marietta Materials 8-K Report, Financial Results (Feb 12, 2025)

Martin Marietta Materials, Inc. reported fourth-quarter and full-year 2024 results on February 12, 2025. Full-year revenues were $6.54 billion, down 4% from $6.78 billion in 2023, and gross profit was $1.88 billion, down 7%. Earnings from operations rose 70% to $2.71 billion and diluted earnings per share from continuing operations rose 68% to $32.41, but these gains were driven by a nonrecurring gain on divestiture of about $1.2 billion. Adjusted EBITDA was $2.07 billion, down 3%. The company said aggregates delivered full-year records for revenues, gross profit and unit profitability, and that acquisitions and divestitures totaling approximately $6 billion were completed during the year. Fourth-quarter results showed a return to growth. Revenues rose 1% to $1.63 billion, Adjusted EBITDA rose 8% to $545 million, and diluted earnings per share from continuing operations rose 3% to $4.79. Aggregates shipments increased 2.7% to 47.9 million tons and average selling price increased 8.6% to $21.95 per ton, partly offset by softer residential, warehouse and manufacturing demand. Cement and ready mixed concrete revenues fell 24% following the February 2024 divestiture of the South Texas cement plant. For 2025, the company guided to total revenues of $6.83 billion to $7.23 billion and Adjusted EBITDA of $2.15 billion to $2.35 billion. Management said it is confident in the $2.25 billion midpoint, a 9% improvement over the prior year, citing infrastructure and data center demand. Full-year 2024 operating cash flow was $1.5 billion, and the company returned $639 million to shareholders while ending the year with $670 million of cash and $1.2 billion of unused borrowing capacity.

Martin Marietta Materials 8-K Report, Material Agreement (Dec 20, 2024)

Martin Marietta Materials, Inc. reported on Form 8-K dated December 20, 2024 that it entered into Loan Modification No. 3 and Extension Agreement with JPMorgan Chase Bank, N.A. (as administrative agent) and the lenders party to its $800,000,000 five-year senior unsecured revolving credit facility. The amendment, among other things, extends the maturity date of loans advanced under the Credit Agreement to December 21, 2029. The filing is limited to this material definitive agreement and the related direct financial obligation disclosure, which are incorporated by reference from Item 1.01. The full terms of the amendment are contained in Exhibit 10.1, and the filing states that the descriptions in the 8-K are qualified in their entirety by the amendment and the original Credit Agreement. The filing also includes the cover page in Inline XBRL format. For investors, the key takeaway is the extension of the company's revolving credit facility maturity to December 2029, which pushes out the timing of refinancing needs under this facility. The filing does not disclose borrowing amounts, pricing changes, or other financial results under the amendment.

Martin Marietta Materials 8-K Report, Executive Changes (Dec 3, 2024)

Martin Marietta Materials, Inc. filed this Form 8-K dated December 3, 2024 to report a leadership change. The filing states that on December 2, 2024, Roselyn R. Bar, Executive Vice President, General Counsel and Corporate Secretary, informed the Company of her decision to retire in the second half of 2025. The report is limited to this Item 5.02 disclosure on officer departures and compensatory arrangements. It contains no financial results, guidance, or other operating information, and it does not name a successor or describe any compensation terms. For investors, the event is a planned executive transition for a senior legal and governance role, with the retirement timing set for the second half of 2025. The filing is signed by James A. J. Nickolas, Executive Vice President and Chief Financial Officer.

Martin Marietta Materials 8-K Report, Material Agreement (Nov 4, 2024)

On November 4, 2024, Martin Marietta Materials, Inc. (MLM) issued two series of unsecured senior notes totaling $1.5 billion: $750 million of 5.150% Senior Notes due December 1, 2034 and $750 million of 5.500% Senior Notes due December 1, 2054. The notes were issued under a base indenture dated May 22, 2017 and a Fifth Supplemental Indenture dated November 4, 2024, with Regions Bank as trustee. Interest is payable semiannually beginning June 1, 2025. The notes rank equally with the company's existing and future senior indebtedness and are effectively subordinated to secured debt. They are not guaranteed by subsidiaries and are structurally subordinated to all subsidiary liabilities, including trade payables and preferred equity. Part of the net proceeds repaid all borrowings under the company's revolving credit facility and trade receivables securitization facility, with the remainder earmarked for general corporate purposes, including potential acquisitions, land purchases and other capital needs. The indenture includes optional redemption rights (make-whole based on Treasury rate plus 15 basis points for the 2034 notes and 20 basis points for the 2054 notes, before the par call dates), a change of control repurchase offer at 101% of principal, covenants limiting secured debt, sale-leasebacks and certain mergers, and customary events of default, with acceleration possible on request of holders of at least 25% of outstanding notes. The notes were registered under an effective Form S-3ASR shelf registration statement.

Martin Marietta Materials 8-K Report, Material Agreement (Nov 1, 2024)

Martin Marietta Materials, Inc. (NYSE: MLM) priced a debt offering on October 31, 2024, consisting of two series of senior notes totaling $1.5 billion: $750 million of 5.150% Senior Notes due 2034 (issued at 99.266% of par) and $750 million of 5.500% Senior Notes due 2054 (issued at 98.006% of par). Interest on both series is payable semiannually on June 1 and December 1, beginning June 1, 2025, and closing is expected on November 4, 2024, subject to customary conditions. The offering was made under the company's effective shelf registration statement on Form S-3. The company stated that it intends to use a portion of the net proceeds to repay all borrowings outstanding under its revolving credit facility and its trade receivables securitization facility. The remaining net proceeds are expected to fund general corporate purposes, which may include financing potential acquisitions, land purchases or other capital needs. Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC served as representatives of the underwriters under an underwriting agreement dated October 31, 2024, with Truist Securities, PNC Capital Markets and Wells Fargo Securities also acting as joint book-running managers. The filing is primarily a financing event rather than a change in operations or guidance. The 8-K also notes that the pricing press release is furnished under Item 7.01 and is not deemed filed for purposes of Section 18 of the Exchange Act.

Martin Marietta Materials 8-K Report, Financial Results (Oct 30, 2024)

Martin Marietta Materials, Inc. (NYSE: MLM) reported third-quarter 2024 results for the period ended September 30, 2024, in a press release furnished as Exhibit 99.1 to this Form 8-K. Revenues were $1,889 million, down 5% from $1,994 million a year earlier. Gross profit fell 11% to $599 million, earnings from operations fell 14% to $489 million, and net earnings from continuing operations attributable to Martin Marietta fell 16% to $363 million. Diluted earnings per share from continuing operations were $5.91, down 15% from $6.94. Adjusted EBITDA was $646 million, down 8%. Management attributed the decline mainly to historically wet weather, including Tropical Storm Debby, Hurricane Beryl and Hurricane Helene, along with softer warehouse and residential demand. Aggregates results were mixed. Shipments fell 4% to 53.7 million tons, but average selling price rose 8% to $21.52 per ton, and gross profit per ton reached a quarterly record of $8.16, up 3%. Third-quarter operating cash flow was $601 million, up 32%. For the first nine months, operating cash flow was $773 million versus $973 million, reflecting higher income tax payments tied to the February 2024 divestiture of the South Texas cement business. Cash and cash equivalents were $52 million at September 30, 2024, with $1.1 billion of unused borrowing capacity. Management revised full-year 2024 Adjusted EBITDA guidance to a range of $2,015 million to $2,115 million, or $2.1 billion at the midpoint. The company also disclosed two October 2024 bolt-on acquisitions of pure aggregates assets in South Florida and Southern California. Management expects continued benefits from federal and state infrastructure spending and from reshoring and AI infrastructure build-out, and it cited the possibility of Federal Reserve rate cuts supporting a later housing recovery.

Martin Marietta Materials 8-K Report, Material Agreement (Sep 19, 2024)

Martin Marietta Materials, Inc. (NYSE: MLM) reported in this Form 8-K, filed September 19, 2024, that on September 18, 2024 it and its wholly-owned subsidiary, Martin Marietta Funding LLC ("MM Funding"), entered into the Sixteenth Amendment to its Credit and Security Agreement with Truist Bank, successor by merger to SunTrust Bank, as administrative agent. The amendment extends the scheduled maturity of the facility to September 17, 2025 and removes the 0.10% per annum adjustment to Adjusted Term SOFR. The Credit Agreement is a $400,000,000 trade receivables securitization facility backed by trade receivables originated or acquired by the Corporation, which are sold or contributed to MM Funding. The facility may be increased to an amount not to exceed $500,000,000, subject to conditions including lenders providing the requisite commitments. Effective with the amendment, MM Funding's borrowings bear interest at Adjusted Term SOFR plus 0.800%, subject to change if the Administrative Agent determines Adjusted Term SOFR cannot be determined or SOFR no longer reflects lenders' cost of lending. The Credit Agreement includes an amortization event tied to a payment default or acceleration of one of the Corporation's material debt agreements. The full Sixteenth Amendment, including a conformed copy of the Credit Agreement, is filed as Exhibit 10.01.

Martin Marietta Materials 8-K Report, Mine Safety Disclosure (Sep 18, 2024)

Martin Marietta Materials, Inc. filed this Form 8-K on September 18, 2024, under Item 1.04 (Mine Safety Reporting of Shutdowns and Patterns of Violations), reporting an event dated September 12, 2024. On that date the company received a section 107(a) order from the Mine Safety and Health Administration (MSHA) at its North Indianapolis Quarry in Indianapolis, Indiana. The order stated that a utility person was observed standing on the motor of an elevated screen deck, exposing the miner to a fatal fall to the ground below. The filing states that corrective action was taken, that no one was injured in the cited incident, and that the order has been terminated. The report contains no financial results, guidance, or other operational or financial information. For investors, the filing is a regulatory disclosure of a safety citation rather than a material financial event. Its significance lies in the nature of the hazard cited and the company's reported remediation, and it does not indicate any change to the company's financial position as stated in the filing.

Martin Marietta Materials 8-K Report, Financial Results (Aug 8, 2024)

Martin Marietta Materials, Inc. (NYSE: MLM) reported second-quarter 2024 results on August 8, 2024, as detailed in Exhibit 99.1 (press release). Revenues were $1.764 billion, down from $1.821 billion a year earlier, and earnings from continuing operations attributable to Martin Marietta were $294 million, or $4.76 per diluted share, versus $347 million and $5.60 per diluted share in the prior-year quarter. Adjusted EBITDA was $584 million compared with $596 million. Management attributed the quarter's shipment declines to historic precipitation in Texas and parts of the Midwest and to restrictive monetary policy. Aggregates gross profit per ton rose to a second-quarter record of $7.41, and average selling price per ton increased to $21.61. The quarter included the April 5, 2024 acquisition of 20 active aggregates operations from Blue Water Industries LLC (BWI Southeast) for $2.05 billion in cash. The company lowered its full-year 2024 Adjusted EBITDA guidance to a range of $2.1 billion to $2.3 billion, with a midpoint of $2.2 billion, and revised other guidance items including revenues of $6.5 billion to $6.94 billion. Management expects private construction softness to be relatively short-lived and cited potential support for more accommodative monetary conditions beginning in September. For the six months ended June 30, 2024, operating cash flow was $173 million, down from $519 million, reflecting higher income tax payments tied to the taxable gain on the February 2024 divestiture of the South Texas cement business. Net earnings for the six months were $1.339 billion, including a nonrecurring divestiture gain of $1.331 billion. Cash and cash equivalents were $109 million at June 30, 2024, with $1.2 billion of unused borrowing capacity.

Martin Marietta Materials 8-K Report, Mine Safety Disclosure (Jul 12, 2024)

Martin Marietta Materials, Inc. (MLM) filed this Current Report on Form 8-K to disclose a mine safety matter under Item 1.04 (Mine Safety – Reporting of Shutdowns and Patterns of Violations). On July 8, 2024, the Company received a section 107(a) imminent-danger order from the Mine Safety and Health Administration (MSHA) at its Walstrum Quarry in Idaho Springs, Colorado. The order stated that an independent contractor truck driver was observed on top of his truck walking the length of the vehicle to level aggregate material with his feet, without fall protection or personal protective equipment, creating a risk of falling injuries. According to the filing, corrective action was taken, no one was injured in the cited incident, and the order has been terminated. For investors, the filing reports a single, resolved safety citation with no injuries and no financial amounts disclosed. It is primarily a regulatory disclosure rather than an indicator of operational or financial impact.

Martin Marietta Materials 8-K Report, Shareholder Vote Results (May 17, 2024)

Martin Marietta Materials, Inc. filed this Current Report on Form 8-K to report the results of its Annual Meeting of Shareholders, held on May 16, 2024. Of 61,718,535 shares outstanding and entitled to vote, 57,176,910 shares were represented, a 93% quorum. No financial results, guidance, or transactions are reported in this filing; it covers shareholder voting only. Shareholders elected all ten director nominees to one-year terms ending at the 2025 Annual Meeting. Each nominee received a large majority of votes cast for, with the lowest support level at Sue W. Cole (53,051,251 for, 1,825,758 against) and C. Howard Nye (52,965,127 for, 1,914,588 against). Shareholders also ratified PricewaterhouseCoopers LLP as independent auditors for the year ending December 31, 2024, with 56,719,203 votes for, 395,193 against, and 62,514 abstentions. In a non-binding advisory vote, shareholders approved the compensation of named executive officers, with 51,624,624 votes for, 2,585,353 against, and 696,502 abstentions, plus 2,270,431 broker non-votes. The filing presents these results as final voting outcomes for each proposal.

Martin Marietta Materials 8-K Report, Mine Safety Disclosure (May 3, 2024)

Martin Marietta Materials, Inc. filed this Form 8-K under Item 1.04 (Mine Safety – Reporting of Shutdowns and Patterns of Violations) to disclose a safety order from the Mine Safety and Health Administration (MSHA). On May 1, 2024, the company received a section 107(a) order at its Red Canyon Quarry in Colorado Springs, Colorado, after a truck driver was found to have climbed onto the back end of a trailer and sat on the edge of the back frame without being properly tied off, without fall protection, and in violation of company policy. The filing states that the driver was exposed to risk of injury from falling. The company reports that corrective action was taken, that no one was injured in the cited incident, and that the order has been terminated. For investors, the filing is a limited operational safety disclosure. It describes a single cited incident with no reported injuries and a terminated order, and it does not address financial results, guidance, or other material business developments.

Martin Marietta Materials 8-K Report, Financial Results (Apr 30, 2024)

Martin Marietta Materials, Inc. (NYSE: MLM) reported first-quarter 2024 results in a press release furnished as Exhibit 99.1 to this 8-K. Total revenues were $1,251 million, down 8% from $1,354 million, and gross profit was $272 million, down 10% from $303 million. Adjusted EBITDA was $291 million versus $324 million in the prior-year quarter, down 10%. Reported earnings were inflated by a nonrecurring gain on divestiture of about $1.3 billion, which lifted net earnings from continuing operations attributable to Martin Marietta to $1,045 million, or $16.87 per diluted share, compared with $134 million, or $2.16 per diluted share, a year earlier. The company attributed the operating decline to a weather-impacted start to the year in its East and Southwest Divisions and softer warehouse, office and retail construction demand, partly offset by pricing. Aggregates average selling price rose 12.2% to $22.26 per ton, and aggregates shipments fell 12.3% to 36.6 million tons. The quarter was dominated by portfolio changes. Martin Marietta completed the acquisition of Albert Frei & Sons in January 2024 and the BWI Southeast aggregates operations for $2.05 billion in cash in April 2024. It also divested its South Texas cement and related concrete operations to CRH Americas Materials for $2.10 billion in cash in February 2024. Management said these transactions reduce cyclical downstream exposure and add approximately 17 million tons of annual aggregates shipments. The company ended the quarter with $2.6 billion of unrestricted cash and cash equivalents and $1.2 billion of unused borrowing capacity. Management raised its full-year 2024 Adjusted EBITDA guidance to a range of $2.30 billion to $2.44 billion, with a midpoint of $2.37 billion. Guidance for total revenues is $6.9 billion to $7.3 billion, and for net earnings from continuing operations attributable to Martin Marietta it is $2.21 billion to $2.30 billion. The guidance reflects an estimated $30 million purchase accounting impact from the BWI Southeast inventory write-up. Management cited continued pricing momentum and infrastructure, heavy industrial, data center and energy demand as offsets to softer residential and warehouse construction.

Martin Marietta Materials 8-K Report, Financial Results (Feb 14, 2024)

Martin Marietta Materials, Inc. (NYSE: MLM) furnished a press release reporting fourth-quarter and full-year 2023 results. For the full year, total revenues were $6,777.2 million, up 10.0 percent from $6,160.7 million, and earnings from operations were $1,596.0 million, up 32.3 percent. Net earnings from continuing operations attributable to Martin Marietta were $1,199.8 million, up 40.1 percent, and diluted EPS from continuing operations was $19.32, up 41.0 percent. Adjusted EBITDA rose 33.0 percent to $2,127.7 million. Management described 2023 as the best year in company history and attributed the results to its value-over-volume pricing strategy, with full-year aggregates unit profitability improving 46.4 percent. The company ended 2023 with $1.27 billion of unrestricted cash and cash equivalents and $1.20 billion of unused borrowing capacity. Operating cash flow was $1.53 billion, capital expenditures were $650.3 million, and $324.0 million was returned to shareholders through dividends and buybacks. Portfolio activity was significant: the company acquired Albert Frei & Sons in Colorado on January 12, 2024, sold its South Texas cement and related concrete operations on February 9, 2024, and agreed on February 11, 2024 to acquire aggregates operations from Blue Water Industries (BWI Southeast), which the company says will add approximately one billion tons of reserves and is expected to close later in 2024 subject to regulatory approvals. For 2024, guidance calls for total revenues of $6,745 million to $7,185 million and Adjusted EBITDA of $2,140 million to $2,340 million, excluding BWI Southeast. Management said Adjusted EBITDA guidance would be $2.37 billion at the midpoint if the two acquisitions and the divestiture were treated as closed on January 1, 2024. Management expects strength in infrastructure, energy and manufacturing aggregates demand to offset weaker residential and light nonresidential activity.

Martin Marietta Materials 8-K Report, Material Agreement (Dec 21, 2023)

Martin Marietta Materials, Inc. filed a Form 8-K on December 21, 2023, reporting that on that date it entered into a Loan Modification No. 2 and Extension Agreement (the "Amendment") with JPMorgan Chase Bank, N.A. and the lenders party to its $800,000,000 five-year senior unsecured revolving credit facility. The Amendment, among other things, extends the maturity date of loans advanced under the Credit Agreement to December 21, 2028. The filing is administrative in nature and discloses no new borrowing amount, pricing terms, or financial results. It reports the Item 1.01 entry into a material definitive agreement and the related Item 2.03 creation of a direct financial obligation, both incorporated by reference to the Amendment itself, which is filed as Exhibit 10.1. The credit facility's administrators include JPMorgan Chase Bank, N.A. as administrative agent, and Deutsche Bank Securities Inc., PNC Bank, National Association, Truist Bank and Wells Fargo Bank, National Association as co-syndication agents. For investors, the key takeaway is that the company's $800 million revolving credit facility has had its maturity pushed out to December 21, 2028, extending the period over which the company has committed liquidity under this facility. The filing also includes the cover page of the 8-K in Inline XBRL format.

Martin Marietta Materials 8-K Report, Material Agreement (Nov 24, 2023)

Martin Marietta Materials, Inc. (NYSE: MLM) disclosed on November 24, 2023 that on November 20, 2023 it entered into an Equity and Asset Purchase Agreement with CRH Americas Materials, Inc. and, for certain purposes, CRH plc. Under the agreement, CRH Americas Materials will acquire all issued and outstanding equity interests in Martin Marietta South Texas Cement, LLC, which operates the South Texas cement plant and related operations, along with the assets of the South Texas ready-mix concrete operations. The purchase price is $2.1 billion in cash, subject to customary adjustments. Closing is conditioned on expiration or termination of the Hart-Scott-Rodino waiting period and other customary conditions. Either party may terminate if closing has not occurred by November 20, 2024, subject to two three-month extensions if only HSR-related conditions remain unsatisfied. The company's November 21, 2023 press release, furnished as Exhibit 99.1, states the facilities to be divested include the Hunter cement plant in New Braunfels, related cement distribution terminals, and 20 concrete plants serving the Austin and San Antonio region, with closing expected in the first half of 2024. Management said it expects to use the proceeds to advance its SOAR 2025 growth objectives while continuing to return capital to shareholders. The filing also includes customary risk disclosures, including uncertainty over whether the transaction closes on time or at all and the effect of the pending transaction on personnel, customers, and management attention.

Martin Marietta Materials 8-K Report, Financial Results (Nov 1, 2023)

Martin Marietta Materials, Inc. (NYSE: MLM) reported third-quarter 2023 results on November 1, 2023, describing them as record quarterly consolidated revenues, profitability and margins. Total revenues rose 10.1 percent to $1,994.1 million, gross profit increased 38.6 percent to $676.0 million, and earnings from operations rose 39.6 percent to $566.6 million. Net earnings from continuing operations attributable to Martin Marietta increased 47.8 percent to $430.3 million, and diluted earnings per share from continuing operations were $6.94, up 48.6 percent. Adjusted EBITDA, a non-GAAP measure, rose 32.3 percent to $705.2 million. Aggregates gross profit per ton increased 42.4 percent to $7.89, which the company attributes to its value-over-volume strategy, even though aggregates shipments fell 7.3 percent. Management also raised its Adjusted EBITDA guidance for full-year 2023 to a range of $2,050 million to $2,150 million, and revised net earnings from continuing operations attributable to Martin Marietta guidance to $1,095 million to $1,195 million. The filing notes the October 31, 2023 closing of the sale of the Tehachapi, California cement plant for $315 million, which management says largely concludes planned asset sales from the 2021 Lehigh Hanson West acquisition. Cash provided by operating activities for the nine months ended September 30, 2023 was $972.5 million, and the company had $647.6 million of unrestricted cash and cash equivalents. For 2024, the company's preliminary view anticipates relatively flat aggregates shipments and low double-digit aggregates pricing growth, excluding any benefit from potential mid-year 2024 pricing actions. Management highlighted continued softness in private light nonresidential and residential construction, offset by demand from public infrastructure and heavy nonresidential projects.

Martin Marietta Materials 8-K Report, Regulation FD Disclosure (Oct 20, 2023)

Martin Marietta Materials, Inc. filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to describe changes to its executive compensation program following its 2023 Annual Meeting of Shareholders on May 11, 2023. At that meeting, shareholders supported the annual advisory Say-on-Pay proposal with 74% approval. The Company characterized this as lower than the support the proposal has received in recent years, prompting the Management Development and Compensation Committee of the Board to review its executive compensation programs and solicit additional shareholder feedback through its regular shareholder engagement process. Shareholder feedback generally supported the compensation programs and their alignment with performance, but shareholders asked for enhanced disclosure of the program's structure, including performance metrics and weightings, and some preferred a more formulaic program. In response, the Committee modified the annual bonus structure beginning with 2023 bonuses: 80% of an executive's bonus will be based on pre-determined financial metrics, and 20% on pre-determined environmental, social, and governance (ESG) and safety metrics. Final payouts will be subject to an individual performance modifier of up to 20%, set by the Committee based on its evaluation of each executive's annual performance. The Company plans to disclose the financial, ESG, and safety metrics and their weightings in its proxy statement for the 2024 Annual Meeting of Shareholders, and intends to discuss the modifications with certain shareholders and proxy advisory firms as part of its ongoing engagement.

Martin Marietta Materials 8-K Report, Material Agreement (Sep 20, 2023)

On September 20, 2023, Martin Marietta Materials, Inc. and its wholly-owned subsidiary, Martin Marietta Funding LLC, entered into the Fifteenth Amendment to the Credit and Security Agreement with Truist Bank, successor by merger to SunTrust Bank, dated April 19, 2013. The amendment extends the scheduled maturity date of the trade receivables securitization facility to September 19, 2024, removes certain classes of trade receivables and certain originating subsidiaries from the Credit Agreement, and revises related terms accordingly. The facility is a $400,000,000 trade receivables securitization backed by receivables originated by the Corporation or certain subsidiaries and acquired by it, which are then sold or contributed to MM Funding. It may be increased to up to $500,000,000, subject to conditions including lender commitments. Effective with the amendment, borrowings bear interest at Adjusted Term SOFR plus 0.700%, subject to change if the Administrative Agent determines Adjusted Term SOFR cannot be determined or SOFR no longer reflects the lenders' cost of lending. In addition, PNC Bank, National Association, Gotham Funding Corporation and MUFG Bank, Ltd. sold and assigned their interests in the Credit Agreement to Truist Bank, Regions Bank and First-Citizens Bank & Trust Company. The Credit Agreement includes an amortization event triggered by a payment default or acceleration of one of the Corporation's material debt agreements. The full Fifteenth Amendment, including a conformed copy of the Credit Agreement, is filed as Exhibit 10.01 and incorporated by reference.