Martin Marietta Materials Enters Definitive Agreement

TL;DR

MLM signed a big deal on Aug 3rd, details TBD.

AI Summary

On August 3, 2025, Martin Marietta Materials Inc. entered into a Material Definitive Agreement. The filing does not provide specific details about the agreement, its terms, or any associated financial figures.

Why It Matters

This filing indicates a significant new contract or partnership for Martin Marietta Materials, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and impact of the agreement.

Key Players & Entities

• Martin Marietta Materials Inc. (company) — Registrant

FAQ

Key Financial Figures

• $450 million — nada (the " Aggregates Business ") and $450 million in cash (such exchange, the " Transacti

Filing Documents

• form8-k.htm (8-K) — 34KB
• ex2-1.htm (EX-2.1) — 970KB
• 0000950157-25-000633.txt ( ) — 1286KB
• mlm-20250803.xsd (EX-101.SCH) — 4KB
• mlm-20250803_lab.xml (EX-101.LAB) — 21KB
• mlm-20250803_pre.xml (EX-101.PRE) — 16KB
• form8-k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On August 3, 2025, Martin Marietta Materials, Inc., a North Carolina corporation (" Martin Marietta "), and Quikrete Holdings, Inc., a Delaware corporation (" Quikrete "), entered into an Equity and Asset Exchange Agreement (the " Exchange Agreement "). Pursuant to the terms and subject to the conditions set forth in the Exchange Agreement, Martin Marietta has agreed to transfer to Quikrete (a) Martin Marietta's assets primarily related to its cement and ready-mix concrete operations at its Midlothian cement plant and North Texas ready-mix concrete sites (the " Cement Business ") in exchange for (b) Quikrete's assets primarily related to its aggregates operations at its aggregates sites in Virginia, Missouri, Kansas and Western Canada (the " Aggregates Business ") and $450 million in cash (such exchange, the " Transaction "). Each party's obligation to consummate the Transaction is conditioned upon the expiration or termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the receipt of regulatory approval pursuant to the Competition Act (Canada) (collectively, the " Regulatory Approvals ") and the satisfaction or waiver of other customary closing conditions. The Exchange Agreement also includes customary termination provisions for both Martin Marietta and Quikrete, including the right to terminate the Exchange Agreement if the closing has not occurred on or prior to August 3, 2026, subject to one three-month extension if all conditions to closing other than those relating to the Regulatory Approvals have been satisfied. The Exchange Agreement provides that Martin Marietta and Quikrete will, following the closing of the Transaction, indemnify each other for losses arising from breaches of representations, warranties and covenants of the Exchange Agreement, subject to certain limitations, and other matters, including

Forward-Looking Statements

Forward-Looking Statements Investors are cautioned that all statements in this Current Report on Form 8-K that relate to the future involve risks and uncertainties, and are based on assumptions that Martin Marietta believes in good faith are reasonable but which may be materially different from actual results. These forward-looking statements, under the Private Securities Litigation Reform Act of 1995, provide the investor with Martin Marietta's expectations or forecasts of future events and may be identified by words such as "anticipate," "may," "expect," "should," "believe," "project," "intend," "will," and other similar expressions. Any or all of these forward-looking statements may turn out to be wrong. expressed or implied due to various factors including, but not limited to: the ability to obtain regulatory approvals, satisfy closing conditions, transaction costs, integration challenges, market conditions, the impact of the Transaction on Martin Marietta's stakeholders, and other risks described in Martin Marietta's SEC filings. You should consider these forward-looking statements in light of risk factors discussed in Martin Marietta's Annual Report on Form 10-K for the year ended December 31, 2024 and other periodic filings made with the SEC. Other risks and uncertainties not presently known to Martin Marietta or that Martin Marietta considers immaterial could also affect the accuracy of these statements or adversely affect or be material to Martin Marietta. Martin Marietta assumes no obligation to update any such statements.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit 2.1* Equity and Asset Exchange Agreement, dated as of August 3, 2025, between Martin Marietta Materials, Inc. and Quikrete Holdings, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *Schedules and exhibits to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Martin Marietta hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the SEC.

SIGNATURES

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 7, 2025 By: /s/ Bradley D. Kohn Name: Bradley D. Kohn Title: Senior Vice President, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR