What did Martin Marietta pay to acquire Lhoist North America?

The company paid approximately $7 billion in cash, as adjusted under the Securities Sale Agreement, plus 10,953,543 newly issued shares of common stock. The shares were valued at $6.5 billion based on the 15-trading-day volume-weighted average trading price ended June 26, 2026.

When can LNA Holding sell the shares it received?

Under the Shareholders Agreement, 50% of the consideration shares are released from lock-up at the 12-month anniversary of closing and the remaining 50% at the 24-month anniversary. The company must file a shelf registration statement for resale no later than 60 days before the first anniversary, subject to the lock-up.

How will LNA Holding be represented on the Board?

LNA Holding may designate one director and one non-voting observer while it beneficially owns at least 7,102,033 shares (10%). That right drops to one director if ownership falls below 10% but stays at or above 5,326,525 shares (7.5%), and all designation and observer rights end below 7.5%.

What did management say about the business and outlook?

Ward Nye said the combination advances SOAR 2030 objectives by expanding the Specialties platform and creates the nation's leading limestone products producer, with more than 2 billion tons of high-quality reserves. The company expects to provide updated full-year 2026 revenue and Adjusted EBITDA guidance with its third-quarter results.

MLM 8-K: Leadership Changes

01—Abstract

Summary

Summary of the 8-K filed August 24, 2026. Cited figures are marked; the original filing is the authoritative source.

On August 21, 2026, Martin Marietta Materials, Inc. completed its acquisition of Lhoist North America, Inc. (LNA) from LNA Holding SRL under a Securities Sale Agreement dated June 27, 2026.

The consideration was approximately $7 billion^a in cash (as adjusted under the agreement) plus 10,953,543 newly issued shares of Martin Marietta common stock, valued at $6.5 billion based on the 15-trading-day VWAP ended June 26, 2026. In its press release, the company described LNA as a leading producer of high calcium lime, dolomitic lime and industrial mineral products, and said the combination advances its SOAR 2030 objectives by expanding its Specialties platform. Ward Nye, Chair, President and CEO, said the combination makes Martin Marietta the nation's leading producer of limestone products, citing more than 2 billion tons of high-quality reserves.

At closing, the company entered into a Shareholders Agreement and a Registration Rights Agreement with LNA Holding. The Shareholders Agreement imposes lock-ups on the Consideration Shares, with 50%^b released at the 12-month anniversary of closing and 50% at the 24-month anniversary. It also expands the Board from ten to eleven directors, with LNA Holding entitled to designate one director and one non-voting observer, subject to ownership thresholds of 10% and 7.5%.

A standstill caps FGI and LNA Holding acquisitions at 18%^c of outstanding common stock. The company appointed Philipp Niemann, CEO of Lhoist S.A., to the Board effective August 21, 2026, to serve on the Finance Committee. The company also stated it expects to provide updated full-year 2026 revenue and Adjusted EBITDA guidance reflecting the transaction with its third-quarter results.

02—Key points

Key Highlights

Closed the acquisition of Lhoist North America, Inc. on August 21, 2026, for approximately $7 billion in cash (as adjusted) plus 10,953,543 newly issued shares of common stock.
Consideration shares valued at $6.5 billion based on the 15-trading-day VWAP ended June 26, 2026.
Shareholders Agreement sets lock-up releases of 50% of consideration shares at 12 months and 50% at 24 months after closing.
Board expanded from ten to eleven directors; LNA Holding may designate one director and one non-voting observer, with rights tied to ownership of at least 10% and 7.5% of outstanding shares.
Standstill restricts FGI and LNA Holding from acquiring shares above 18% of outstanding common stock, subject to termination conditions.
Philipp Niemann, CEO of Lhoist S.A., appointed to the Board effective August 21, 2026, and will serve on the Finance Committee.
Company expects to issue updated full-year 2026 revenue and Adjusted EBITDA guidance with its third-quarter financial results.

03—Questions

Frequently Asked Questions

What did Martin Marietta pay to acquire Lhoist North America?
The company paid approximately $7 billion in cash, as adjusted under the Securities Sale Agreement, plus 10,953,543 newly issued shares of common stock. The shares were valued at $6.5 billion based on the 15-trading-day volume-weighted average trading price ended June 26, 2026.
When can LNA Holding sell the shares it received?
Under the Shareholders Agreement, 50% of the consideration shares are released from lock-up at the 12-month anniversary of closing and the remaining 50% at the 24-month anniversary. The company must file a shelf registration statement for resale no later than 60 days before the first anniversary, subject to the lock-up.
How will LNA Holding be represented on the Board?
LNA Holding may designate one director and one non-voting observer while it beneficially owns at least 7,102,033 shares (10%). That right drops to one director if ownership falls below 10% but stays at or above 5,326,525 shares (7.5%), and all designation and observer rights end below 7.5%.
What did management say about the business and outlook?
Ward Nye said the combination advances SOAR 2030 objectives by expanding the Specialties platform and creates the nation's leading limestone products producer, with more than 2 billion tons of high-quality reserves. The company expects to provide updated full-year 2026 revenue and Adjusted EBITDA guidance with its third-quarter results.

04—Continue

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