Entry into a Material Definitive Agreement · Termination of a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Item 1.01 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”).…
Filed Aug 18, 2026Accepted Aug 18, 2026, 5:00 PM EDTCIK 916076Accession 0000950157-26-000922
Martin Marietta, a member of the S&P 500 Index, is an American-based company and a leading supplier of aggregates, lime and limestone products, magnesia-based products and other building materials. Supported by industry-leading reserves and a network of operations spanning 29 states, Canada and The Bahamas, Martin Marietta supplies the essential materials that help build, connect and sustain communities across North America. For more information, visit www.martinmarietta.com or www.magnesiaspecialties.com.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 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
based upon Term SOFR or a base rate, plus, for each rate, a margin determined in accordance with a ratings-based pricing grid. The Revolving
Facility replaces the Corporation’s existing Credit Agreement, dated as of December 21, 2021, with JPMCB, as administrative agent,
and the lenders and issuing lenders party thereto (as amended, restated, amended and restated, supplemented or otherwise modified from
time to time, the “Existing Credit Agreement”). The Existing Credit Agreement had provided for a revolving facility, under
which no borrowings were outstanding prior to entering into the Revolving Facility. The Revolving Facility expires on August 18, 2031,
with any outstanding principal amounts, together with interest accrued thereon, due in full on that date. The Credit Agreement requires
that the Corporation maintain a maximum Leverage Ratio (as defined in the Credit Agreement) not to exceed 3.75:1.00, provided that following
the closing date of the Corporation’s previously announced acquisition of Lhoist North America, Inc. (the “Acquisition”),
the Corporation’s Leverage Ratio may not exceed (a) for the first three fiscal quarters ending after the Acquisition, 4.75:1.00,
(b) for the next succeeding three fiscal quarters, 4.25:1.00 and (c) thereafter, 3.75:1.00, provided further that the Corporation may
exclude from the Leverage Ratio debt incurred in connection with certain acquisitions for a period of four quarters so long as the Leverage
Ratio calculated without such exclusion does not exceed 4.25:1.00. Additionally, if there are no amounts outstanding under both the Revolving
Facility and the Corporation’s accounts receivable securitization facility, consolidated debt will be reduced for purposes of the
calculation of the Leverage Ratio by the Corporation’s cash and cash equivalents, such reduction not to exceed $500,000,000.
The Credit Agreement is filed as Exhibit 10.1 hereto and is
incorporated herein by reference, and the description of the Credit Agreement contained herein is qualified in its entirety by the terms
of the Credit Agreement.
Item 1.02Item 1.02 - Termination of Material Agreement
Item 1.02 Termination of a Material Definitive Agreement
The information required by Item 1.02 is included under Item
1.01 “Entry into a Material Definitive Agreement” and that information is incorporated herein by reference.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information required by Item 2.03 is included under Item 1.01 “Entry
into a Material Definitive Agreement” and that information is incorporated herein by reference.