{"url_path":"/sec/mlm/8-k/2026-06-29/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","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":838,"has_tables":true,"body_markdown":"**Item 8.01. Other Events.**\n\n \n\n**Bridge Commitment Letter**\n\n \n\nIn connection with its entry\ninto the SSA, Martin Marietta entered into a commitment letter, dated as of June 27, 2026 (the “Bridge Commitment Letter”),\namong Martin Marietta, Goldman Sachs Bank USA (“GS Bank”) and Goldman Sachs Lending Partners LLC (“GSLP”\nand, together with GS Bank, the “Commitment Parties”), pursuant to which the Commitment Parties committed to provide,\nsubject to the terms and conditions set forth therein, a 364-day unsecured bridge loan facility in an aggregate principal amount of up\nto $7.0 billion (the “Bridge Facility”) to finance the Consideration Cash.\n\n \n\nThe commitments under the\nBridge Facility are subject to reduction in equivalent amounts upon any incurrence by Martin Marietta of term loans and/or the issuance\nof notes in a public offering or private placement prior to the consummation of the Transaction and upon other specified events, subject\nto customary exceptions. The funding of the Bridge Facility is contingent on the satisfaction or waiver of customary conditions, including,\nwithout limitation, (i) execution and delivery of definitive documentation consistent with the Bridge Commitment Letter and (ii) consummation\nof the Transaction in accordance with the SSA. The commitments and agreements of the Commitment Parties under the Bridge Commitment Letter\nwill terminate upon the first to occur of (a) the date on which definitive documentation with respect to the Bridge Facility has been\nexecuted and delivered, (b) the date of consummation of the Transaction, with or without the use of any portion of the Bridge Facility,\n(c) the termination of the SSA in accordance with its terms, (d) the reduction of the commitments under the Bridge Facility to zero and\n(e) 11:59 p.m., New York City time, on the date that is five business days following the later of (x) the Long Stop Date and (y) solely\nin the event that the Long Stop Date is extended in accordance with the SSA, the Extended Long Stop Date.\n\n \n\n \n\n \n\n \n\n**Forward-Looking Statements**\n\n \n\nInvestors are cautioned that\nall statements in this Current Report on Form 8-K that relate to the future involve risks and uncertainties, and are based on assumptions\nthat the Company believes in good faith are reasonable but which may be materially different from actual results, including, among others,\nrisks and uncertainties relating to the timing of consummation of the transaction; the risk that the conditions to closing of the transaction\nmay not be satisfied, or that the closing of the transaction does not occur; the risk that regulatory approval that may be required to\ncomplete the transaction is not obtained, or is obtained subject to conditions that are not anticipated or that the Company is not obligated\nto accept; the diversion of management time on transaction-related issues; global economic conditions; adverse industry conditions; the risk that the SSA may be terminated, including in circumstances\nthat would require the Company to pay a termination fee; the Company’s ability to obtain the financing contemplated by the Bridge\nCommitment Letter and the resulting increase in the Company’s indebtedness and potential effects on the Company’s credit ratings;\nthe issuance of the Consideration Shares and the resulting dilution to the Company’s existing shareholders; and\npotential business uncertainty, including changes to existing business relationships during the pendency of the transaction that could\naffect financial performance. These forward-looking statements, under the federal securities laws, including the Private Securities Litigation\nReform Act of 1995, provide the investor with the Company’s expectations or forecasts of future events and may be identified by\nwords such as “guidance,” “anticipate,” “may,” “expect,” “should,” “believe,”\n“project,” “intend,” “will,” and other words of similar meaning in connection with future events or\nfuture performance. Any or all of the Company’s forward-looking statements herein and in other publications may prove to be incorrect.\nA further list and description of risks, uncertainties and other matters that could cause actual future results to differ materially from\nthose expressed or implied herein can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025\nand in the Company’s subsequent reports on Form 10-Q, including the sections thereof captioned “Other Matters” and “Item\n1A. Risk Factors,” and in the Company’s subsequent reports on Form 8-K. Except as required by law, the Company does not undertake\nany obligation to publicly update any forward-looking statements whether as a result of new information, future events, changed circumstances\nor otherwise.\n\n \n\n**No Offer or Solicitation**\n\n \n\nThis Current Report on Form 8-K is for informational purposes only\nand does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities\nin any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities\nlaws of any such jurisdiction. Any offering of securities in connection with the financing of the Transaction will be made only by means\nof a prospectus or offering memorandum meeting the requirements of the Securities Act of 1933, as amended, or pursuant to an applicable\nexemption from the registration requirements thereof."}