{"url_path":"/sec/mlm/8-k/2026-06-29/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/916076/0000950157-26-000770-index.html","accession_number":"0000950157-26-000770","cik":"0000916076","ticker":"MLM","issuer_name":"MARTIN MARIETTA MATERIALS INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/916076/0000950157-26-000770-index.html","primary_entity_key":"0000916076","primary_entity_name":"MARTIN MARIETTA MATERIALS INC"},"word_count":1325,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive Agreement.**\n\n \n\n**Securities Sale Agreement**\n\n \n\nOn June 27, 2026, Martin\nMarietta Materials, Inc., a North Carolina corporation (“Martin Marietta” or the “Company”) entered\ninto a Securities Sale Agreement (the “SSA”) with LNA Holding SRL (“LNA Holding”), a s*ociété\nà responsabilité limitée* organized under the laws of Belgium, pursuant to which Martin Marietta will acquire\nall of the outstanding equity interests in Lhoist North America, Inc. (“LNA”), a wholly-owned direct subsidiary of\nLNA Holding, that owns and operates the business of producing, distributing, marketing and selling lime, dolomitic lime, limestone- and\ndolomitic stone-based industrial minerals and products, and aggregates in North America (the “Transaction”).\n\n \n\nSubject to the terms and\nconditions of the SSA, the consideration payable to LNA Holding at the closing of the Transaction (the “Closing”)\nwill be $13.5 billion, consisting of (i) $7 billion in cash, subject to certain adjustments set forth in the SSA (the “Consideration\nCash”), and (ii) 10,953,543 of newly-issued shares of Martin Marietta common stock, par value $0.01 per share\n(the “Consideration Shares”), with a value of $6.5 billion based on the\nvolume-weighted average trading price of Martin Marietta common stock for the 15 trading days ending on June 26, 2026.\n\n \n\nEach party’s\nobligation to consummate the Transaction is conditioned upon the expiration or termination of the applicable waiting period (and any\nextension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the satisfaction or waiver of\nregulatory approvals and other customary closing conditions.\n\n \n\nThe SSA contains certain termination\nrights for Martin Marietta and LNA Holding, including the right of either party to terminate the SSA if the conditions to the Closing\nhave not been satisfied (or waived) by October 31, 2026 (the “Long Stop Date”), subject to certain automatic extensions\nup to June 15, 2027 (the “Extended Long Stop Date”) that apply if, as of such time, the required regulatory clearances\nand the related condition that no law or order prohibit the Transaction have not yet been satisfied. If the SSA is terminated under\nspecified circumstances relating to the failure to obtain the required regulatory clearances by the Extended Long Stop Date, Martin Marietta\nwill be required to pay LNA Holding a termination fee of $350 million in cash.\n\n \n\nThe SSA contains customary\nrepresentations and warranties of Martin Marietta and LNA Holding.  Additionally, the SSA provides for customary pre-closing covenants\nof each of Martin Marietta and LNA Holding.\n\n \n\nThe SSA will be filed to\nprovide security holders with information regarding its terms. It is not intended to provide any other factual information about\nMartin Marietta, LNA Holding or LNA. The representations, warranties and covenants contained in the SSA were made solely for purposes\nof the SSA and as of specific dates, were solely for the benefit of the parties to the SSA, may be subject to limitations\nagreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating\ncontractual risk between the parties to the SSA instead of establishing matters as facts, and may be subject to standards of\nmateriality applicable to the contracting parties that differ from those applicable to security holders. Security holders are not\nthird-party beneficiaries under the SSA and should not rely on the representations, warranties and covenants or any descriptions\nthereof as characterizations of the actual state of facts or condition of Martin Marietta, LNA Holding or LNA. Moreover, information\nconcerning the subject matter of the representations and warranties may change after the date of the SSA.\n\n \n\n**Shareholders Agreement**\n\n \n\nFollowing the Closing, LNA\nHolding is expected to hold approximately 15% of the outstanding Martin Marietta common stock based upon the outstanding shares of Martin\nMarietta common stock as of June 26, 2026. At the Closing, Martin Marietta, LNA Holding and, solely for purposes of the standstill provisions\nset forth therein, Financière de Gestions Internationales, a société en commandite par actions organized under the laws\nof Luxembourg (“FGI”), will enter into a shareholders’ agreement (the “Shareholders Agreement”).\nUnder the Shareholders Agreement, LNA Holding and its affiliates will be subject to a lock-up period with respect to the Consideration\nShares, with 50% of such shares released from the lock-up on the 12-month anniversary of the Closing and the remaining 50% of such shares\nreleased from the lock-up on the 24-month anniversary of the Closing. The Shareholders Agreement will further provide that the Board\nof Directors of Martin Marietta (the “Board”) will take such actions as are necessary to increase the size of the\nBoard by one director, and LNA Holding will have the right to designate one director to the Board and to appoint one non-voting Board\nobserver. These designation rights are subject to graduated reduction and termination based on LNA Holding’s beneficial ownership\nof Martin Marietta common stock (calculated on an as-converted basis): LNA Holding may designate one director and one observer for so\nlong as it beneficially owns at least a fixed number of shares of Martin Marietta common stock to be set at the Closing to equal 10%\nof the issued and outstanding Martin Marietta common stock as of the Closing (calculated on an as-converted basis); this right is reduced\nto one director if such ownership falls below 10% but remains at or above a fixed number of shares of Martin Marietta common stock to\nbe set at the Closing to equal 7.5% of the issued and outstanding Martin Marietta common stock as of the Closing (calculated on an as-converted\nbasis); and all designation and observer rights terminate if such ownership falls below such fixed number of shares of Martin Marietta\ncommon stock to be set at the Closing to equal 7.5% of the issued and outstanding Martin Marietta common stock as of the Closing (calculated\non an as-converted basis). Furthermore, subject to certain exceptions, in the event LNA Holding and its affiliates fail to vote all shares\nof Martin Marietta common stock beneficially owned by them in accordance with the recommendation of the Board (subject to certain exceptions)\nand in favor of persons nominated and recommended to serve as directors by the Board, all of LNA Holding’s designation rights will\nterminate.\n\n \n\nIn addition, FGI and LNA\nHolding and their affiliates have agreed to be subject to a customary standstill obligation, including a restriction on acquiring\nshares in excess of a fixed number of shares of Martin Marietta common stock to be set at the Closing to equal 18% of the issued and\noutstanding Martin Marietta common stock as of the Closing (calculated on an as-converted basis), which will be effective until the\nearlier of (a) 15 months after the date on which both (i) no LNA Holding designee sits on the Board and (ii) LNA Holding has\nirrevocably waived or no longer has any right to designate a director or observer and (b) the date on which LNA Holding holds fewer\nthan the number of shares equal to a fixed number of shares of Martin Marietta common stock to be set at the Closing to equal 7.5%\nof the issued and outstanding Martin Marietta common stock as of the Closing (calculated on an as-converted basis).\n\n \n\n \n\n \n\n \n\n**Registration Rights Agreement**\n\n \n\nPursuant to the SSA,\nMartin Marietta and LNA Holding will enter into a customary registration rights agreement (the “Registration\nRights Agreement”) in respect of the Consideration Shares at Closing. The Registration Rights Agreement will provide\nfor certain shelf, demand and piggyback registration rights for LNA Holding, subject to minimum offering sizes in certain cases,\ncustomary underwriter cutbacks, Martin Marietta blackout/suspension rights, and mutual indemnification rights and other customary\nrequirements and conditions.\n\n \n\nThe foregoing descriptions\nof the SSA, form of Shareholders Agreement and form of Registration Rights Agreement are not complete and are qualified in their entirety\nby reference to the SSA, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference. The form of Shareholders\nAgreement and the form of Registration Rights Agreement are included as Schedule 7 and Schedule 3, respectively, to the SSA."}