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

Reports
Acquisitions & Dispositions·Regulation FD·Exhibits & Filings
Filing Date
Filed February 23, 2026
Period End
February 23, 2026
Security
MLM
In the record · 2016–202610-K1210-Q328-K141

MLM filed 12 annual reports (10-K), 32 quarterly reports (10-Q) and 141 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Jun ’17Jun ’17
  2. Material agreement8-K · Sep ’19Sep ’19
  3. Deal closed8-K · Oct ’21Oct ’21
  4. Leadership change8-K · Apr ’25Apr ’25

01—Abstract

Summary

Summary of the 8-K filed February 23, 2026. Cited figures are marked; the original filing is the authoritative source.

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 milliona 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 billionb 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 millionc 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.

02—Key points

Key Highlights

  1. Closed the asset exchange with Quikrete Holdings on February 23, 2026: Martin Marietta gave up its Midlothian cement plant, cement terminals, North Texas ready-mix assets and certain nonoperating land, and received aggregates operations producing about 20 million tons annually plus $450 million in cash.
  2. Investor presentation shows $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.
  3. Aggregates contribution to reportable segment gross profit is stated as about 90% at the end of SOAR 2025, compared with about 75% at the start of SOAR 2025 (measured for the year ended December 31, 2020).
  4. Updated 2026 guidance at midpoint: revenues of $7,160 million, Adjusted EBITDA from continuing operations of $2,430 million, and capital expenditures of $575 million.
  5. 2026 aggregates shipments guided to 222 million tons (up 12.0%; organic shipments up 2.0%), with average selling price guided up 2.5% (organic up 5.0%) against a 250-basis-point acquisition headwind.
  6. The company reports it achieved a price/cost spread of 208 basis points versus a 200 basis point SOAR 2025 target, and total shareholder returns of 126% of the SOAR 2025 goal.
  7. The Section 1031 land and mineral exchange is described as tax-efficient, and management states the transaction maintains balance sheet strength for future growth.

03—Questions

Frequently Asked Questions

  1. What assets did Martin Marietta give up and what did it receive?

    Martin Marietta transferred its Midlothian cement plant, related cement terminals, Texas ready-mixed concrete assets and certain nonoperating land to Quikrete. In return, it received aggregates operations in Virginia, Missouri, Kansas and Vancouver, British Columbia, producing approximately 20 million tons annually, along with $450 million in cash.

  2. How does the transaction change the company's product mix?

    The company states that the exchange reduces exposure to cyclical cement and ready-mixed concrete and increases the contribution from aggregates. The filing says aggregates made up about 90% of reportable segment gross profit at the end of SOAR 2025, compared with about 75% at the start of SOAR 2025.

  3. What is the updated 2026 guidance?

    Midpoint guidance is $7,160 million in revenues, $2,430 million in Adjusted EBITDA from continuing operations and $575 million in capital expenditures. The guidance includes the QUIKRETE transaction from its close date and the Minnesota aggregates and FOB asphalt assets acquired from CRH in December 2025. Aggregates shipments are guided to 222 million tons, up 12.0%, and average selling price is guided up 2.5%.

  4. What does management say comes next?

    CEO Ward Nye said the transaction completes a key phase of portfolio transformation as the capstone to SOAR 2025. He said the company is positioned to pursue core, growth-focused M&A opportunities as it launches SOAR 2030.

04—Continue

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