马丁·马里埃塔确认其并购Lhoist北美交易已获全部监管批准

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 5, 2026
Martin Marietta Materials, Inc.
(Exact name of Registrant as Specified in Its
Charter)
North Carolina
(State or Other Jurisdiction of Incorporation)
1-12744
(Commission File Number)
56-1848578
(I.R.S. Employer Identification No.)
4123 Parklake Avenue
Raleigh
,
North Carolina
(Address of Principal Executive Offices)
27612
(Zip Code)
Registrant’s Telephone Number, Including
Area Code:
919
-
781-4550
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value per share
MLM
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
As previously announced,
on June 27, 2026, Martin Marietta Materials, Inc., a North Carolina corporation (“
Martin Marietta
” or the “
Company
”),
and LNA Holding SRL, a
société à responsabilité limitée
organized under the laws of Belgium, entered
into a Securities Sale Agreement, pursuant to which Martin Marietta will acquire all of the outstanding equity interests in Lhoist North
America, Inc., which owns and operates the business of producing, distributing, marketing and selling lime, dolomitic lime, limestone-
and dolomitic stone-based industrial minerals and products, and aggregates in North America, for $13.5 billion in cash and shares of Martin
Marietta common stock (the “
Transaction
”).
On August 5, 2026, Martin
Marietta issued a press release announcing that it has received all necessary regulatory approvals with respect to the Transaction. Martin
Marietta expects the Transaction to close in the third quarter of 2026, subject to customary closing conditions.
A copy of the press release
is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
The information in this Item
8.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished to the U.S. Securities and Exchange
Commission and shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended
(the “
Exchange Act
”), or otherwise subject to the liabilities of that section. This information shall not be deemed
to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly
set forth by specific reference in such a filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements under the federal securities laws, including the Private Securities Litigation Reform Act of 1995. These statements include:
the expected timing for completing the transaction. These statements involve risks and uncertainties and are based on assumptions that
the Company believes are reasonable, but which may differ materially from actual results, including, among others, risks and uncertainties
relating to the timing of consummation of the transaction; the risk that the conditions to closing of the transaction may not be satisfied,
or that the closing of the transaction does not occur. These statements reflect the Company’s current expectations or forecasts
of future events. You can identify these statements because they do not relate only to historical or current facts and may use words such
as “guidance”, “anticipate”, “may”, “expect”, “should”, “believe”,
“will”, and other words of similar meaning in connection with future events or future performance. Any or all of the Company’s
forward-looking statements herein and in other publications may prove to be incorrect.
A further list and description of risks, uncertainties
and other matters can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and in the Company’s
subsequent reports on Form 10-Q, including the sections thereof captioned “Other Matters” and “Item 1A. Risk Factors”,
and in the Company’s subsequent reports on Form 8-K. Except as required by law, the Company does not undertake any obligation to
publicly update any forward-looking statements whether as a result of new information, future events, changed circumstances or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description of Exhibit
99.1
Press Release, dated August 5, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MARTIN MARIETTA MATERIALS, INC.
Date: August 5, 2026
By:
/s/ George Schoen
Name:
George Schoen
Title:
Executive Vice President,
General Counsel and Corporate Secretary

----- EXHIBIT -----

EX-99.1
2
ex99-1.htm
PRESS RELEASE
Exhibit 99.1
MARTIN
MARIETTA RECEIVES REGULATORY APPROVALS FOR
LHOIST
NORTH AMERICA TRANSACTION
Raleigh, N.C. (August 5, 2026)
– Martin
Marietta Materials, Inc. (NYSE: MLM) (Martin Marietta or the Company), today announced that it has received all necessary regulatory approvals
for its previously announced combination with Lhoist North America, Inc. (LNA). The transaction is now expected to close in the third
quarter of 2026, subject to customary closing conditions.
About Martin Marietta
Martin Marietta, a member of the S&P 500 Index,
is an American-based company and a leading supplier of aggregates and other building materials. Through a network of operations spanning
29 states, Canada and The Bahamas, dedicated Martin Marietta teams supply the resources necessary for building the solid foundations on
which our communities thrive. Martin Marietta’s Specialties business provides high-purity magnesia and dolomitic lime products used
worldwide in environmental, industrial, agricultural and other specialty applications. Upon completion of the LNA combination, Martin
Marietta expects to become the nation’s leading producer of lime and limestone solutions. For more information, visit
www.martinmarietta.com
or
www.magnesiaspecialties.com
.
Investor Contacts:
Jacklyn Rooker
Vice President, Investor Relations
+1 (919) 510-4736
Jacklyn.Rooker@martinmarietta.com
MLM-G.
This press release
contains forward-looking statements under the federal securities laws, including the Private Securities Litigation Reform Act of 1995.
These statements include: the expected timing for completing the transaction. These statements involve risks and uncertainties and are
based on assumptions that the Company believes are reasonable, but which may differ materially from actual results, including, among
others, risks and uncertainties relating to the timing of consummation of the transaction; the risk that the conditions to closing of
the transaction may not be satisfied, or that the closing of the transaction does not occur. These statements reflect the Company’s
current expectations or forecasts of future events. You can identify these statements because they do not relate only to historical or
current facts and may use words such as “guidance”, “anticipate”, “may”, “expect”, “should”,
“believe”, “will”, and other words of similar meaning in connection with future events or future performance.
Any or all of the Company’s forward-looking statements herein and in other publications may prove to be incorrect.
A further
list and description of risks, uncertainties and other matters can be found in Martin Marietta’s Annual Report on Form 10-K for
the year ended December 31, 2025 and in Martin Marietta’s subsequent reports on Form 10-Q, including the sections thereof captioned
“Other Matters” and “Item 1A. Risk Factors”, and in Martin Marietta’s subsequent reports on Form 8-K. Except
as required by law, Martin Marietta does not undertake any obligation to publicly update any forward-looking statements whether as a
result of new information, future events, changed circumstances or otherwise.