01—Abstract
Summary
Summary of the 8-K filed August 18, 2026. Cited figures are marked; the original filing is the authoritative source.
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 billiona 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 millionb, 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.
02—Key points
Key Highlights
- Entered a $1.5 billion five-year senior unsecured revolving credit facility with JPMorgan Chase Bank, N.A., as administrative agent, maturing August 18, 2031.
- Pricing is based on Term SOFR or a base rate, plus a margin set by a ratings-based pricing grid.
- Replaces the existing Credit Agreement dated December 21, 2021, under which no borrowings were outstanding before the new facility.
- Maximum Leverage Ratio covenant of 3.75:1.00, with temporary step-ups to 4.75:1.00 and 4.25:1.00 following the closing of the Lhoist North America, Inc. acquisition.
- Acquisition-related debt may be excluded from the Leverage Ratio for four quarters if the ratio without the exclusion does not exceed 4.25:1.00.
- Cash and cash equivalents may reduce consolidated debt in the leverage calculation, capped at $500 million, when no amounts are outstanding under the revolver and the receivables securitization facility.
03—Questions
Frequently Asked Questions
How large is the new revolving credit facility and when does it mature?
The Credit Agreement provides for a $1.5 billion five-year senior unsecured revolving facility. It expires on August 18, 2031, with any outstanding principal and accrued interest due on that date.
What does the new facility replace?
It replaces the company's existing Credit Agreement dated December 21, 2021, with JPMorgan Chase Bank, N.A., as administrative agent. The filing states that no borrowings were outstanding under that revolving facility before the new agreement was entered into.
How is the interest rate determined?
At the company's option, borrowings bear interest based on Term SOFR or a base rate, plus a margin determined by a ratings-based pricing grid.
What financial covenant applies to the company under the agreement?
The company must maintain a maximum Leverage Ratio of 3.75:1.00. After the closing of the previously announced Lhoist North America, Inc. acquisition, the limit is 4.75:1.00 for the first three fiscal quarters, 4.25:1.00 for the following three fiscal quarters, and 3.75:1.00 thereafter.
How does the agreement treat cash and acquisition-related debt in the leverage ratio?
If no amounts are outstanding under both the Revolving Facility and the accounts receivable securitization facility, cash and cash equivalents can reduce consolidated debt for the ratio, up to $500 million. Debt from certain acquisitions may be excluded for four quarters if the ratio without that exclusion does not exceed 4.25:1.00.
04—Continue