Form 8-K · Current report
Martin Marietta Materials 8-K, filed Aug 24, 2026
- Filed
- CIK
- 0000916076
- Accession no.
- 0000950157-26-000946
Summary
Martin Marietta Materials completed its previously announced combination with Lhoist North America, a subsidiary of Lhoist Group, on August 21, 2026, issuing consideration shares to LNA Holding under a shareholders agreement and a registration rights agreement. Chair, President and CEO Ward Nye said the transaction expands the company's Specialties platform and makes it the nation's leading limestone producer; the company expects to update full-year 2026 revenue and Adjusted EBITDA guidance with its third-quarter results.
Key points
- Martin Marietta completed its previously announced combination with Lhoist North America, a subsidiary of Lhoist Group, on August 21, 2026.
- Under the Shareholders Agreement, LNA Holding's consideration shares are subject to a lock-up, with half released at the 12-month anniversary of closing and half at the 24-month anniversary.
- LNA Holding may designate one director and one non-voting board observer while it holds at least 10% of Martin Marietta common stock, with rights reduced at 7.5% and terminated below that level.
- The board expanded from ten to eleven directors and appointed Philipp Niemann, CEO of Lhoist S.A., effective August 21, 2026, to serve until the 2027 annual meeting.
- Martin Marietta agreed to file a shelf registration statement covering resale of the consideration shares no later than 60 days before the first anniversary of closing.
Written by an AI model from the filing text. It can be incomplete or wrong; the filing on SEC.gov is the record.
Items reported
- 1.01Entry into a Material Definitive Agreement
- 2.01Completion of Acquisition or Disposition of Assets
- 3.02Unregistered Sales of Equity Securities
- 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
- 7.01Regulation FD Disclosure
- 9.01Financial Statements and Exhibits
From the filing
Item 1.01 Entry into a Material Definitive Agreement. Shareholders Agreement As contemplated by the SSA, at the Closing, Martin Marietta entered into a shareholders agreement (the “Shareholders Agreement”) with LNA Holding and, solely for the purposes of the standstill provisions set forth therein, Financière de Gestions Internationales, a société en commandite par actions organized under the laws of Luxembourg (“FGI”). …
An excerpt of the text as filed with the SEC, cut for length.
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