01—Abstract
Summary
Summary of the 8-K filed August 14, 2026. Cited figures are marked; the original filing is the authoritative source.
On August 14, 2026, Martin Marietta Materials, Inc. (MLM) issued $5.5 billiona 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 billionb 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%c of principal plus accrued interest under a special mandatory redemption.
02—Key points
Key Highlights
- Total notes issued: $5.5 billion across five series maturing 2029, 2032, 2034, 2036 and 2056, with coupons from 4.850% to 6.375%.
- Proceeds, with a $1.5 billion senior unsecured term loan, fund the cash consideration for the acquisition of Lhoist North America, Inc.
- Special mandatory redemption at 101% of principal plus accrued interest if the Acquisition is not consummated, the Securities Sale Agreement terminates, or the company publicly abandons the Acquisition.
- Notes are senior unsecured obligations, rank equally with existing senior debt, are effectively subordinated to secured debt, and are structurally subordinated to subsidiary liabilities.
- Indenture covenants restrict secured debt, sale and leaseback transactions, and certain mergers or asset transfers, subject to exceptions.
- Change of control repurchase offer at 101% of principal plus accrued interest if a Change of Control Repurchase Event occurs.
- Notes were issued under an effective Form S-3ASR shelf registration statement (File No. 333-293581) with a prospectus supplement dated August 11, 2026; closing expected in Q3 2026.
03—Questions
Frequently Asked Questions
What is the purpose of the $5.5 billion notes offering?
The 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.
What happens to the notes if the Acquisition does not close?
If the Acquisition is not consummated before the SMR Outside Date, the Securities Sale Agreement is terminated (other than by consummating the Acquisition), or the company publicly announces it will no longer pursue the Acquisition, the company must redeem all outstanding notes of each series at 101% of principal plus accrued and unpaid interest.
When do the notes mature and what interest do they pay?
The 2029 Notes (4.850%) mature August 15, 2029; the 2032 Notes (5.200%) mature January 30, 2032; the 2034 Notes (5.400%) mature January 30, 2034; the 2036 Notes (5.625%) mature August 15, 2036; and the 2056 Notes (6.375%) mature August 15, 2056. Interest is paid semiannually, starting February 15, 2027 for the 2029, 2036 and 2056 Notes and January 30, 2027 for the 2032 and 2034 Notes.
How are the notes ranked relative to other obligations?
The notes are senior unsecured obligations ranking equally with existing and future senior indebtedness and senior to future subordinated debt. They are effectively subordinated to secured debt to the extent of the collateral value, and structurally subordinated to all liabilities of subsidiaries, including trade payables and preferred equity, because the notes are not guaranteed by subsidiaries.
Can the company redeem the notes early?
Before the applicable Par Call Date (July 15, 2029 for the 2029 Notes, December 30, 2031 for the 2032 Notes, November 30, 2033 for the 2034 Notes, May 15, 2036 for the 2036 Notes, and February 15, 2056 for the 2056 Notes), the company may redeem at the greater of a make-whole price based on the Treasury Rate plus a spread (10 basis points for 2029 Notes, 15 basis points for 2032, 2034 and 2036 Notes, and 20 basis points for 2056 Notes) or 100% of principal, plus accrued interest. On or after the Par Call Date, redemption is at 100% of principal plus accrued interest.
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