Martin Marietta Files 8-K/A Updating Pro Forma Financials for $12.9B Lhoist North America Deal

Executive Summary

On November 4, 2026, Martin Marietta Materials, Inc. (NYSE: MLM) filed an amended Current Report on Form 8-K/A (Amendment No. 1) to provide updated unaudited pro forma condensed combined financial statements regarding its acquisition of Lhoist North America, Inc. (LNA).

Key Transaction Highlights

• Closing Date: August 21, 2026
• Target: Lhoist North America, Inc., acquired from LNA Holding SRL.
• Total Consideration: $12,887 million, comprising:
  • Cash: $7,028 million
  • Equity: 10,953,543 newly-issued shares of Martin Marietta common stock (valued at $5,859 million based on the $534.92 closing price on August 21, 2026).
• Financing Structure:
  • $5,500 million aggregate principal amount of Senior Notes across maturities ranging from 2029 to 2056 (coupon rates between 4.850% and 6.375%).
  • $1,500 million 3-year unsecured term loan facility.
  • $28 million drawn under the revolving credit facility.

Reason for Amendment

The amendment updates pro forma financial statements for the year ended December 31, 2025, and as of and for the six months ended June 30, 2026. The adjustments reflect revisions in preliminary purchase price accounting, financing allocation, and deal expenses.

Pro Forma Balance Sheet Impact (as of June 30, 2026)

• Total Assets: Increased from $21,305 million (historical) to reflect combined operations, including:
  • Property, plant and equipment, net: adjusted up by $3,714 million to $17,754 million.
  • Goodwill: adjusted up by $4,141 million to $8,207 million.
  • Other intangibles, net: adjusted up by $5,931 million to $6,534 million.