UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(
CURRENT REPORT
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Introductory Note
As previously disclosed, on August 21, 2026, Martin Marietta Materials, Inc. (“Martin Marietta” or the “Company”) consummated the previously announced acquisition (the “LNA Transaction”) of Lhoist North America, Inc. (“LNA”) from LNA Holding SRL (“LNA Holding”), a société à responsabilité limitée organized under the laws of Belgium, pursuant to the terms of that certain Securities Sale Agreement, dated June 27, 2026, by and between the Company and LNA Holding.
On August 24, 2026, Martin Marietta filed a Current Report on Form 8-K in connection with the closing of the LNA Transaction (the “Original Report”) that incorporated by reference into Item 9.01 thereof certain historical financial information of LNA and pro forma financial information to give effect to the LNA Transaction that was previously filed on a Current Report on Form 8-K on August 10, 2026. Martin Marietta is filing this Amendment No. 1 to the Original Report (the “Amendment”) solely to provide updated pro forma financial information for the year ended December 31, 2025 and as of and for the six months ended June 30, 2026 to reflect the impact of changes in the preliminary purchase price accounting, financing and expenses for the LNA Transaction. This Amendment reports no other updates or amendments to the Original Report and should be read in conjunction with the Original Report.
| Item 9.01 | Financial Statements and Exhibits |
(b) Pro Forma Financial Information
The following unaudited pro forma condensed combined financial statements combining the historical consolidated financial statements of the Company and its subsidiaries and LNA and its subsidiaries to give effect to the LNA Transaction and give effect to the changes in preliminary purchase price accounting are filed as Exhibit 99.1 to this Amendment and are incorporated herein by reference:
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Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2026; |
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Unaudited Pro Forma Condensed Combined Statements of Earnings for the year ended December 31, 2025 and for the six months ended June 30, 2026; and |
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Notes to the Unaudited Pro Forma Condensed Combined Financial Statements. |
(d) Exhibits.
| 99.1 | Unaudited Pro Forma Condensed Combined Financial Statements. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
| November 4, 2026 | MARTIN MARIETTA MATERIALS, INC. | |||
| By: | /s/ George F. Schoen | |||
| Name: | George F. Schoen | |||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||