Martin Marietta Materials, Inc. filed a Form 8-K with the SEC on August 12, 2026, disclosing the entry into an underwriting agreement for a five-tranche senior notes offering totaling $5.5 billion in aggregate principal amount, with the earliest event dated August 11, 2026.

Key Highlights

  • Five tranches totaling $5.5 billion: The offering comprises notes due in 2029, 2032, 2034, 2036, and 2056.
  • 2029 Notes: $750 million aggregate principal at 4.850%, due 2029.
  • 2032 Notes: $1,250 million aggregate principal at 5.200%, due 2032.
  • 2034 Notes: $1,000 million aggregate principal at 5.400%, due 2034.
  • 2036 Notes: $1,500 million aggregate principal at 5.625%, due 2036.
  • 2056 Notes: $1,000 million aggregate principal at 6.375%, due 2056.
  • Lead underwriters: Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., and Truist Securities, Inc. acted as representatives of the underwriters.

Martin Marietta Enters Underwriting Agreement for Multi-Tranche Debt Offering

According to the filing, Martin Marietta Materials, Inc. (NYSE:MLM) entered into an underwriting agreement on August 11, 2026, in connection with the offering of five series of senior notes with an aggregate principal amount of $5.5 billion. The underwriting agreement was executed with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., and Truist Securities, Inc., as representatives of the several underwriters, pursuant to which the underwriters agreed to purchase the notes from the company.

The filing states that the underwriting agreement "contains the terms and conditions of the offering and sale of the Notes, indemnification and contribution obligations and other customary terms and conditions." The company noted that the description of the underwriting agreement in the filing "does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement," which was attached as Exhibit 1.1.

Under Item 7.01, the filing disclosed that a press release dated August 12, 2026, announcing the pricing of the notes was attached as Exhibit 99.1. The filing also states, in accordance with General Instruction B.2. of Form 8-K, that the Regulation FD information "shall not be deemed to be 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934." The filing was signed by George F. Schoen, Executive Vice President, General Counsel and Corporate Secretary.

What Was Disclosed

Martin Marietta Materials disclosed the execution of an underwriting agreement for a $5.5 billion senior notes offering across five tranches, with coupon rates ranging from 4.850% to 6.375% and maturities spanning 2029 through 2056, filed on August 12, 2026.