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^a 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.