MLM: Material agreement · Unregistered securities sale · Other company developments

Item 1.01. Entry into a Material Definitive Agreement. Securities Sale Agreement On June 27, 2026, Martin Marietta Materials, Inc., a North Carolina corporation (“ Martin Marietta ” or the “ Company ”) entered into a Securities Sale Agreement (the “ SSA ”) with LNA Holding SRL (“ LNA Holding ”), a s ociété à responsabilité limitée organized under the laws of Belgium, pursuant to which Martin Marietta will acquire all of the outstanding equity interests in Lhoist North America, Inc. (“ LNA ”), a wholly-owned direct subsidiary of LNA Holding, that owns and operates the business of producing, distributing, marketing and selling lime, dolomitic lime, limestone- and dolomitic stone-based industrial minerals and products, and aggregates in North America (the “ Transaction ”). Subject to the terms and conditions of the SSA, the consideration payable to LNA Holding at the closing of the Transaction (the “ Closing ”) will be $13.5 billion, consisting of (i) $7 billion in cash, subject to certain adjustments set forth in the SSA (the “ Consideration Cash ”), and (ii) 10,953,543 of newly-issued shares of Martin Marietta common stock, par value $0.01 per share (the “ Consideration Shares ”), with a value of $6.5 billion based on the volume-weighted average trading price of Martin Marietta common stock for the 15 trading days ending on June 26, 2026. 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, and the satisfaction or waiver of regulatory approvals and other customary closing conditions. The SSA contains certain termination rights for Martin Marietta and LNA Holding, including the right of