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

Reports
Regulation FD·Exhibits & Filings
Filing Date
Filed June 29, 2026
Period End
June 29, 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. Leadership change8-K · Jun ’17Jun ’17
  2. Material agreement8-K · Sep ’19Sep ’19
  3. Deal closed8-K · Oct ’21Oct ’21
  4. Material agreement8-K · Sep ’25Sep ’25

01—Abstract

Summary

Summary of the 8-K filed June 29, 2026. Cited figures are marked; the original filing is the authoritative source.

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 billiona 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 billionb 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 billionc 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 15xd 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.

02—Key points

Key Highlights

  1. Acquisition of Lhoist North America, Inc. for a $13.5 billion enterprise value, paid with $7.0 billion in cash and $6.5 billion in Martin Marietta common stock.
  2. Lhoist North America reported 2025 gross sales of $1.8 billion and Adjusted EBITDA of $786 million, with more than 2 billion tons of limestone reserves.
  3. Implied multiple of approximately 15x 2025 Adjusted EBITDA including annual run-rate cost synergies of approximately $85 million.
  4. Expected Combined Net Leverage of approximately 3.7x at closing, with a target of below 2.5x within 24 months of closing.
  5. Transaction expected to be accretive to earnings and margins in the first full year following close, excluding one-time transaction costs and purchase accounting impacts.
  6. Berghmans family expected to own approximately 15% of Martin Marietta on a fully diluted basis, with the right to appoint one director and one observer to the Board.
  7. Closing expected in the second half of 2026, subject to required regulatory approvals.

03—Questions

Frequently Asked Questions

  1. What is the total consideration and how is it structured?

    The enterprise value is $13.5 billion, consisting of $7.0 billion in cash (subject to customary adjustments) and $6.5 billion in Martin Marietta common stock valued at the volume-weighted average price over the 15 consecutive trading days before signing.

  2. What does Lhoist North America bring to Martin Marietta?

    Lhoist North America operates 20 quarries and production facilities and 45 distribution terminals, with 2025 gross sales of $1.8 billion and Adjusted EBITDA of $786 million. It is anchored by more than 2 billion tons of limestone reserves in Sun Belt corridors.

  3. What financial impact does management expect?

    Management expects approximately $85 million in annual run-rate cost synergies and says the transaction will be accretive to earnings and margins in the first full year after closing, excluding one-time transaction costs and purchase accounting impacts. Combined Net Leverage is expected to be about 3.7x at closing, falling below 2.5x within 24 months.

  4. When is the transaction expected to close and what approvals are needed?

    The transaction is expected to close in the second half of 2026, subject to receipt of required regulatory approvals. The filing does not specify which regulatory approvals are required.

  5. Who is advising on the transaction?

    Goldman Sachs & Co. LLC is exclusive financial advisor to Martin Marietta, and Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC provided fully committed debt financing. Cravath, Swaine & Moore LLP and Bredin Prat are legal advisors. BNP Paribas, JPMorgan Chase & Co. and Rothschild & Co. advise Lhoist Group, with Latham & Watkins LLP as legal advisor.

04—Continue

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