Every material Form 8-K Martin Marietta Materials filed with the SEC in 2026, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Martin Marietta reported third-quarter 2026 financial results, highlighted by record revenues of $2.37 billion and Adjusted EBITDA of $808 million driven by acquisitions including Lhoist North America. Net earnings from continuing operations declined to $256 million, and the company updated its full-year 2026 guidance to reflect acquisition contributions and macroeconomic pressures.
Third-quarter revenues from continuing operations reached $2.37 billion, up 28 percent year-over-year.
Net earnings from continuing operations attributable to Martin Marietta were $256 million, or $3.94 per diluted share.
The business combination with Lhoist North America was completed on August 21, 2026, for a total consideration of $12.9 billion.
Full-year 2026 revenue guidance was updated to a midpoint of $7.80 billion and Adjusted EBITDA to $2.48 billion.
Martin Marietta and its subsidiary Martin Marietta Funding LLC signed an amendment on September 15, 2026, extending the maturity of their $500 million trade receivables securitization facility to September 15, 2027. The facility can be increased to up to $700 million if lenders provide the required commitments, and borrowings now bear interest at Adjusted Term SOFR plus 0.700%.
Maturity extended to September 15, 2027 under the Eighteenth Amendment with Truist Bank as administrative agent
Facility size is $500 million, with a possible increase to up to $700 million subject to conditions
Borrowings bear interest at Adjusted Term SOFR plus 0.700%, subject to change if SOFR benchmarks cannot be determined or no longer reflect lenders' cost of lending
Martin Marietta completed its combination with Lhoist North America (LNA) on August 21, 2026, and issued Consideration Shares to LNA Holding as part of the deal. Under a new shareholders agreement, LNA Holding gets the right to designate one director, the board expands from ten to eleven seats, and Philipp Niemann was appointed to the new seat. The company says it will provide updated full-year 2026 revenue and Adjusted EBITDA guidance with its third-quarter results.
Combination with Lhoist North America completed on August 21, 2026; announced in a press release dated August 24, 2026
LNA Holding's stake is subject to lock-up: 50% released at the 12-month anniversary of closing and 50% at the 24-month anniversary
Philipp Niemann, CEO of Lhoist S.A., appointed to the board effective August 21, 2026 and will serve on the Finance Committee
Standstill restricts FGI and LNA Holding from acquiring shares above 12,783,660 shares (18% of common stock as of closing)
Martin Marietta entered into a $1.5 billion five-year senior unsecured revolving credit facility with JPMorgan Chase Bank, N.A. as administrative agent, replacing its existing credit agreement dated December 21, 2021. The filing states that no borrowings were outstanding under the existing facility before the new agreement, and the new facility expires August 18, 2031. The filing also sets a leverage ratio covenant that steps up to 4.75 to 1.00 after the closing of the previously announced Lhoist North America acquisition, which gives the company more room under the covenant during that period.
$1.5 billion senior unsecured revolving facility, dated August 18, 2026, with JPMorgan Chase Bank, N.A. as administrative agent
Replaces the Existing Credit Agreement dated December 21, 2021; no borrowings were outstanding under it before the new facility
Facility expires August 18, 2031; interest is based on Term SOFR or a base rate plus a ratings-based margin
Maximum leverage ratio of 3.75 to 1.00, rising to 4.75 to 1.00 for the first three fiscal quarters after the Lhoist North America acquisition closes
Martin Marietta issued $5.5 billion of senior unsecured notes in five series maturing 2029 through 2056, with the proceeds, along with a $1.5 billion term loan, earmarked for the cash purchase of Lhoist North America. The notes carry a special mandatory redemption at 101% of principal if the acquisition is not completed or is abandoned, which adds a repayment risk for shareholders if the deal falls through.
Five series totaling $5.5 billion: $750 million due 2029, $1.25 billion due 2032, $1 billion due 2034, $1.5 billion due 2036 and $1 billion due 2056
Coupons range from 4.850% (2029 notes) to 6.375% (2056 notes)
Proceeds plus a $1.5 billion senior unsecured term loan will pay the cash consideration for the Lhoist North America acquisition
Closing of the offering is expected in the third quarter of 2026, subject to customary conditions
Martin Marietta announced on August 4, 2026 that it promoted Michael J. Petro to Executive Vice President and Chief Financial Officer. The filing sets out his new pay and severance terms, including a $750,000 base salary and a one-time restricted stock unit grant with a grant date value of $5,000,000.
Base salary of $750,000, with a target annual incentive of 100% of base salary
Target long-term incentive award of 260% of base salary
One-time restricted stock unit grant with a grant date value of $5,000,000, vesting ratably on the sixth, seventh and eighth anniversaries of the grant date
Severance of three times the sum of base salary and target bonus on termination without cause or for good reason, plus up to three years of medical and dental benefits
Martin Marietta reported second-quarter 2026 revenues of $1.947 billion, up 21% from a year earlier, and raised its full-year 2026 revenue guidance to $7.2 billion to $7.4 billion. Diluted earnings per share from continuing operations fell 12% to $4.26, though adjusted diluted EPS rose 3% to $5.00, and the company reaffirmed its adjusted EBITDA guidance of $2.36 billion to $2.5 billion. The results come alongside a pending combination with Lhoist North America in a transaction valued at about $13.5 billion, which is not yet closed and is not included in the revised guidance.
Q2 2026 revenues were $1.947 billion, up 21%; aggregates shipments rose 17% to a record 61.6 million tons.
GAAP diluted EPS from continuing operations was $4.26, down 12%; adjusted diluted EPS was $5.00, up 3%.
Full-year 2026 revenue guidance raised to $7.2 billion to $7.4 billion; adjusted EBITDA guidance of $2.36 billion to $2.5 billion reaffirmed.
Agreement to combine with Lhoist North America signed June 27, 2026, valued at about $13.5 billion, expected to close in the second half of 2026.
Martin Marietta entered a $1.5 billion three-year senior unsecured term loan on July 15, 2026, and amended its $800 million revolving credit facility on July 10, 2026. Both are tied to its previously announced acquisition of Lhoist North America, with the term loan's proceeds usable to pay part of the cash consideration. The filing sets a maximum leverage ratio that steps down after the deal closes, which shows the debt load the company will carry.
Term Facility: $1,500,000,000 three-year senior unsecured term loan with JPMorgan Chase Bank, N.A. as administrative agent, available subject to the Lhoist North America acquisition closing
Revolving facility amendment dated July 10, 2026 sets maximum leverage ratio of 4.75:1.00 for the first three fiscal quarters after closing, 4.25:1.00 for the next three, and 3.75:1.00 thereafter
Commitment fee on undrawn term loan commitments begins October 25, 2026
On June 27, 2026, Martin Marietta agreed to acquire all equity interests in Lhoist North America from LNA Holding for $13.5 billion, consisting of $7 billion in cash and 10,953,543 newly issued Martin Marietta shares valued at $6.5 billion. After closing, LNA Holding is expected to hold about 15% of Martin Marietta's common stock, and the company has a $7.0 billion bridge loan commitment to fund the cash portion, so shareholders would face a larger share count and significant new borrowing if the deal closes.
Total consideration is $13.5 billion: $7 billion in cash plus 10,953,543 shares valued at $6.5 billion, based on the 15-day volume-weighted average price ending June 26, 2026
Closing requires expiration or termination of the Hart-Scott-Rodino waiting period and other regulatory approvals; long stop date is October 31, 2026, extendable to June 15, 2027
Martin Marietta would pay a $350 million termination fee if the deal ends under specified circumstances tied to failure to obtain regulatory clearances by the Extended Long Stop Date
A 364-day, $7.0 billion unsecured bridge facility from Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC is committed to finance the cash consideration
At its annual meeting on May 14, 2026, Martin Marietta shareholders elected all ten director nominees to one-year terms and approved the Amended and Restated Stock-Based Award Plan, which the board adopted on February 19, 2026. Shareholders also ratified PricewaterhouseCoopers LLP as auditor for 2026 and approved, on an advisory basis, the compensation paid to named executive officers.
Ten directors elected to one-year terms; Dorothy M. Ables drew the most votes against at 2,225,718
Stock-based award plan approved with 51,804,036 votes for and 592,460 against
Advisory vote on executive compensation approved with 51,322,167 votes for and 960,974 against
Quorum of 54,913,555 of 60,256,208 eligible shares (91%) was present at the meeting
Martin Marietta reported first-quarter 2026 revenues of $1.362 billion, up 17%, but net earnings from continuing operations fell 24% to $79 million, with diluted EPS of $1.31 versus $1.70. The company reaffirmed full-year 2026 guidance and agreed on April 19, 2026 to acquire New Frontier Materials, while reported net earnings of $1.513 billion included a $1.4 billion after-tax gain on the QUIKRETE asset exchange.
Revenues rose 17% to $1.362 billion; adjusted EBITDA from continuing operations rose 14% to $364 million.
Adjusted earnings per diluted share from continuing operations were $1.93, up 14%, excluding charges totaling $0.62 per share.
Full-year 2026 adjusted EBITDA guidance of $2.43 billion at the midpoint was reaffirmed.
The New Frontier Materials acquisition is expected to close in the second half of 2026, subject to regulatory approvals.
Martin Marietta appointed Christopher W. Samborski, currently president of its West and Specialties Divisions, as Executive Vice President and Chief Operating Officer, effective May 1, 2026. The filing sets out his base salary of $775,000, a one-time restricted stock unit grant with a $5,000,000 grant date value, and enhanced severance terms, which are disclosed to shareholders as compensation for a senior executive role.
Appointment effective May 1, 2026; Samborski, age 45, joined the company in August 2018.
New base salary of $775,000, target annual incentive of 100% of base salary and target long-term incentive of 260% of base salary.
One-time restricted stock unit grant with a grant date value of $5,000,000, vesting on the sixth, seventh and eighth anniversaries of the grant date.
Kirk Light assumed leadership of the West and Specialties Divisions while keeping his role as President of the Southwest Division.
Martin Marietta completed its asset exchange with Quikrete Holdings on February 23, 2026. It acquired aggregates operations producing about 20 million tons annually in Virginia, Missouri, Kansas and Vancouver, British Columbia, plus $450 million in cash, and gave up its Midlothian cement plant, related cement terminals, Texas ready-mixed concrete assets and certain nonoperating land. The company also updated its 2026 guidance to include the transaction, with midpoint revenue of $7,160 million and adjusted EBITDA from continuing operations of $2,430 million.
Martin Marietta received aggregates operations producing about 20 million tons annually plus $450 million in cash.
Martin Marietta transferred its Midlothian cement plant, related cement terminals, Texas ready-mixed concrete assets and certain nonoperating land.
Updated 2026 guidance midpoint: revenues $7,160 million, adjusted EBITDA from continuing operations $2,430 million, capital expenditures $575 million.
Guidance includes aggregates shipment volume growth of 12.0% (2.0% organic) and average selling price growth of 2.5% (5.0% organic).
Martin Marietta reported fourth-quarter 2025 revenues of $1.53 billion, up 9%, and gross profit of $468 million, up 10%. Diluted earnings per share from continuing operations fell 4% to $3.85, and for the full year fell 45% to $16.34, a decline the filing ties in part to a $1.3 billion gain on a 2024 divestiture; the company also issued 2026 revenue guidance of $6.42 billion to $6.78 billion.
Q4 2025 revenues were $1,534 million vs. $1,412 million; gross profit was $468 million vs. $424 million.
Q4 2025 diluted EPS from continuing operations was $3.85, vs. $4.03 a year earlier.
Full-year 2025 revenues were $6.15 billion, up 9%; diluted EPS from continuing operations was $16.34, vs. $29.50 in 2024.
2026 guidance: revenues of $6,420 million to $6,780 million; net earnings from continuing operations attributable to Martin Marietta of $1,043 million to $1,158 million.
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