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 ”). Under the Shareholders Agreement, LNA Holding and its affiliates will be subje…

Director — Philipp Niemann: The filing discloses the appointment of a new director to a newly created seat, which is a routine board expansion rather than a departure of a senior executive.

The Consideration Shares were issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.

Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

is included under Item 1.01 “Entry into a Material Definitive Agreement” and that information is incorporated herein by reference.

Entry into a Material Definitive Agreement On August 18, 2026, Martin Marietta Materials, Inc. (the “Corporation”) entered into a Credit Agreement with JPMorgan Chase Bank, N.A. (“JPMCB”), as administrative agent, and the lenders and issuing lenders party thereto (the “Credit Agreement”), which provides for a $1,500,000,000 five-year senior unsecured revolving facility (the “Revolving Facility”). Borrowings under the Revolving Facility bear interest, at the Corporation’s option, at rates base…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information required by

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On August 14, 2026, Martin Marietta Materials, Inc. (“Martin Marietta”) issued $750 million aggregate principal amount of 4.850% Senior Notes due 2029 (the “2029 Notes”), $1,250 million aggregate principal amount of 5.200% Senior Notes due 2032 (the “2032 Notes”), $1,000 million aggregate principal amount of 5.400% Senior Notes due 2034 (the “2034 Notes”), $1,500 million aggregat…

Entry into a Material Definitive Agreement. Information set forth under

Other Events. In connection with the Notes offering, copies of the legal opinions of Robinson, Bradshaw & Hinson, P.A. and Cravath, Swaine & Moore LLP relating to the Notes are attached hereto as Exhibits 5.1 and 5.2, respectively.

Entry into a Material Definitive Agreement. In connection with the offering of $750 million aggregate principal amount of 4.850% Senior Notes due 2029 (the “2029 Notes”), $1,250 million aggregate principal amount of 5.200% Senior Notes due 2032 (the “2032 Notes”), $1,000 million aggregate principal amount of 5.400% Senior Notes due 2034 (the “2034 Notes”), $1,500 million aggregate principal amount of 5.625% Senior Notes due 2036 (the “2036 Notes”) and $1,000 million aggregate principal amount…

Other Events Acquisition of Lhoist North America, Inc. As previously disclosed, on June 27, 2026, Martin Marietta Materials, Inc., a North Carolina corporation (the “Company”), entered into a Securities Sale Agreement (the “Securities Sale Agreement”) with LNA Holding SRL (“LNA Holding”), a société à responsabilité limitée organized under the laws of Belgium, pursuant to which the Company will acquire all of the outstanding equity interests in Lhoist North America, Inc. (“LNA”), a wholly-owne…

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…

Executive Vice President, Chief Financial Officer — Michael J. Petro: Michael J. Petro was promoted to Executive Vice President, Chief Financial Officer with a new employment agreement and compensation package.

Results of Operations and Financial Condition. On July 30, 2026, the Company announced financial results for the second quarter ended June 30, 2026. The press release, dated July 30, 2026, is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information is included under Item 1.01 “Entry into a Material Definitive Agreement” with respect to the Term Credit Agreement and is incorporated herein by reference.

Entry into a Material Definitive Agreement Amendment No. 1 to Credit Agreement On July 10, 2026, Martin Marietta Materials, Inc. (the “Corporation”) entered into Amendment No. 1 (the “Amendment”) with JPMorgan Chase Bank, N.A. (“JPMCB”) and certain financial institutions, as lenders, to the Corporation’s $800,000,000 five-year senior unsecured revolving credit facility with JPMCB, as administrative agent, and the lenders and issuing lenders party thereto (the “Revolving Credit Agreement”, and…

of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 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 Exchan…

Other Events. Bridge Commitment Letter In connection with its entry into the SSA, Martin Marietta entered into a commitment letter, dated as of June 27, 2026 (the “ Bridge Commitment Letter ”), among Martin Marietta, Goldman Sachs Bank USA (“ GS Bank ”) and Goldman Sachs Lending Partners LLC (“ GSLP ” and, together with GS Bank, the “ Commitment Parties ”), pursuant to which the Commitment Parties committed to provide, subject to the terms and conditions set forth therein, a 364-day unsecured…

Entry into a Material Definitive Agreement. Securities Sale Agreement On June 27, 2026, Martin Marietta Materials, Inc., a North Carolina corporation (“ Martin Marietta ” or the “ Company ”) entered into a Securities Sale Agreement (the “ SSA ”) with LNA Holding SRL (“ LNA Holding ”), a s ociété à responsabilité limitée organized under the laws of Belgium, pursuant to which Martin Marietta will acquire all of the outstanding equity interests in Lhoist North America, Inc. (“ LNA ”), a wholly-o…

Unregistered Sales of Equity Securities. The information set forth in

The filing is about the approval of a stock-based award plan, not a management change.

Results of Operations and Financial Condition. On April 30, 2026, the Company announced financial results for the first quarter ended March 31, 2026. The press release, dated April 30, 2026, is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.

Executive Vice President and Chief Operating Officer — Christopher W. Samborski: Mr. Samborski was promoted to Executive Vice President and Chief Operating Officer.

COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS On February 23, 2026, pursuant to the Equity and Asset Exchange Agreement, dated as of August 3, 2025 (the “ Exchange Agreement ”), by and between Martin Marietta Materials, Inc., a North Carolina corporation (“ Martin Marietta ”), and Quikrete Holdings, Inc., a Delaware corporation (“ Quikrete ”), (a) Martin Marietta transferred to Quikrete Martin Marietta’s assets primarily related to its cement and ready-mix concrete operations at its Midl…