MLM: Material agreement · Acquisition or asset disposal · Unregistered securities sale · Leadership change · Company disclosure

Item 1.01 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 subject to a lock-up period with respect to the Consideration Shares, with 50% of such shares released from the lock-up on the 12-month anniversary of the Closing and the remaining 50% of such shares released from the lock-up on the 24-month anniversary of the Closing. The Shareholders Agreement also provides that the Board of Directors of Martin Marietta (the “ Board ”) will take such actions as are necessary to increase the size of the Board from ten to eleven directors and LNA Holding will have the right to designate one director to the Board and to appoint one non-voting Board observer. These designation rights are subject to graduated reduction and termination based on LNA Holding’s beneficial ownership of Martin Marietta common stock: LNA Holding may designate one director and one observer for so long as it beneficially owns at least 7,102,033 number of shares of Martin Marietta common stock (equal to 10% of the issued and outstanding Martin Marietta common stock as of the Closing); this right is reduced to one director if such ownership falls below 10% but remains at or above 5,326,525 shares of Martin Marietta common stock (equal to 7.5% of the issued and outstanding Martin Marietta common stock as of the Closing); and all designation and observer rights terminate if su