{"url_path":"/sec/mlm/8-k/2026-07-15/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":"2026-07-15","source_url":"https://www.sec.gov/Archives/edgar/data/916076/0000950157-26-000802-index.html","accession_number":"0000950157-26-000802","cik":"0000916076","ticker":"MLM","issuer_name":"MARTIN MARIETTA MATERIALS INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/916076/0000950157-26-000802-index.html","primary_entity_key":"0000916076","primary_entity_name":"MARTIN MARIETTA MATERIALS INC"},"word_count":659,"has_tables":true,"body_markdown":"****\n\n**Item 1.01****Entry into a Material Definitive Agreement**\n\n \n\n**Amendment No. 1 to Credit Agreement**\n\n \n\nOn July 10, 2026, Martin Marietta Materials, Inc. (the “Corporation”)\nentered into Amendment No. 1 (the “Amendment”) with JPMorgan Chase Bank, N.A. (“JPMCB”) and certain financial\ninstitutions, as lenders, to the Corporation’s $800,000,000 five-year senior unsecured revolving credit facility with JPMCB, as\nadministrative agent, and the lenders and issuing lenders party thereto (the “Revolving Credit Agreement”, and the facility\nthereunder, the “Revolving Facility”).\n\n \n\nThe Amendment amends the Revolving Credit Agreement to modify\nthe financial covenant contained therein to provide that if the Corporation’s previously announced acquisition of Lhoist North America,\nInc. (the “Acquisition”) is consummated, then the maximum Leverage Ratio (as defined in the Revolving Credit Agreement) shall\nnot exceed (a) for the first three fiscal quarters ending after the closing date of the Acquisition, 4.75:1.00, (b) for the next succeeding\nthree fiscal quarters, 4.25:1.00 and (c) thereafter, 3.75:1.00.\n\n \n\nThe full text of the Amendment is filed as Exhibit 10.1 hereto\nand is incorporated herein by reference. The description of the Amendment and Revolving Credit Agreement contained herein are qualified\nin their entirety by the terms of the Amendment and the Revolving Credit Agreement.\n\n \n\n**Term Credit Agreement**\n\n \n\nOn July 15, 2026, the Corporation entered into a Term Credit\nAgreement (the “Term Credit Agreement”) with JPMCB, as administrative agent, and certain financial institutions, as lenders,\npursuant to which such lenders committed to provide, subject to the consummation of the Acquisition and other customary conditions, a\nthree-year senior unsecured term loan facility in an aggregate principal amount of $1,500,000,000 (the “Term Facility”). The\nproceeds of the Term Facility may be used by the Corporation to pay a portion of the cash consideration payable in connection with the\nAcquisition and to pay related fees and expenses. The Term Facility matures three years after the date on which it is funded and is not\nsubject to amortization.\n\n \n\nLoans under the Term Credit Agreement will bear interest,\nat the option of the Corporation, at either the Term SOFR Rate (determined in accordance with the Term Credit Agreement) or the Base Rate\n(determined in accordance with the Term Credit Agreement), in each case plus a margin determined in accordance with a ratings-based pricing\ngrid. In addition, the Corporation will pay a commitment fee on the daily amount of undrawn commitments under the Term Facility at a rate\nper annum determined in accordance with a ratings-based pricing grid, during the period from and including October 25, 2026 to but excluding\nthe date on which the commitments under the Term Facility terminate (including upon the borrowing of the loans under the Term Facility).\n\n \n\nThe Term Credit Agreement contains certain customary covenants\nand events of default, including a covenant that the Corporation will maintain a maximum Leverage Ratio (as defined in the Term Credit\nAgreement) not to exceed (a) for the first three fiscal quarters ending after the closing date of the Acquisition, 4.75:1.00, (b) for\nthe next succeeding three fiscal quarters, 4.25:1.00 and (c) thereafter, 3.75:1.00, provided that the Corporation may exclude from the\nLeverage Ratio debt incurred in connection with certain acquisitions for a period of four quarters so long as the Leverage Ratio calculated\nwithout such exclusion does not exceed 4.25:1.00. Additionally, if there are no amounts outstanding under both the Revolving Facility\nand the Corporation’s accounts receivable securitization facility, consolidated debt will be reduced for purposes of the calculation\nof the Leverage Ratio by the Corporation’s cash and cash equivalents, such reduction not to exceed $500,000,000. If any of the events\nof default occur and are not cured within applicable grace periods or waived, any unpaid amounts under the Term Credit Agreement may be\ndeclared immediately due and payable.\n\n \n\nThe full text of the Term Credit Agreement is filed as Exhibit\n10.2 hereto and is incorporated herein by reference. The description of the Term Credit Agreement contained herein is qualified in its\nentirety by the terms of the Term Credit Agreement."}