Martin Marietta Materials, Inc. filed a Current Report on Form 8-K on August 10, 2026, disclosing the receipt of all necessary regulatory approvals for its planned acquisition of Lhoist North America, Inc. and filing audited, unaudited, and pro forma financial statements related to the transaction.

Key Highlights

  • Securities Sale Agreement: Martin Marietta entered into the agreement with LNA Holding SRL, a Belgian entity, on June 27, 2026, to acquire all outstanding equity interests in Lhoist North America, Inc.
  • Regulatory approvals received: According to the filing, all necessary regulatory approvals for the transaction were received and announced on August 5, 2026.
  • Expected closing: The filing states the transaction is expected to close in the third quarter of 2026.
  • Audited financials filed: Audited consolidated financial statements of Lhoist North America as of and for the years ended December 31, 2025 and 2024 are filed as Exhibit 99.1, audited by Forvis Mazars, LLP.
  • Unaudited interim financials filed: Unaudited condensed consolidated financial statements as of June 30, 2026, and for the six months ended June 30, 2026 and 2025, are filed as Exhibit 99.2.
  • Pro forma statements filed: Unaudited pro forma condensed combined financial statements, including a combined balance sheet as of June 30, 2026, and combined statements of operations for the year ended December 31, 2025 and the six months ended June 30, 2026, are filed as Exhibit 99.3.

Martin Marietta Clears Regulatory Hurdles for Lhoist North America Deal

Martin Marietta Materials, Inc. (New York Stock Exchange: MLM), a North Carolina corporation, disclosed in its August 10, 2026 filing that it entered into a Securities Sale Agreement with LNA Holding SRL on June 27, 2026, under which the company agreed to acquire all of the outstanding equity interests in Lhoist North America, Inc., a wholly-owned direct subsidiary of LNA Holding. The filing notes that each party's obligation to close is conditioned upon the satisfaction or waiver of customary closing conditions, including receipt of certain regulatory approvals.

According to the filing, all necessary regulatory approvals were received, as announced on August 5, 2026, and the transaction is expected to close in the third quarter of 2026. The 8-K was filed primarily to satisfy financial statement requirements related to the pending acquisition. Audited consolidated financial statements of Lhoist North America for the years ended December 31, 2025 and 2024, prepared by independent auditor Forvis Mazars, LLP, are incorporated by reference via Exhibit 99.1, along with the auditor's consent filed as Exhibit 23.1.

The filing also includes unaudited condensed consolidated interim financial statements as of June 30, 2026 and for the six-month periods ended June 30, 2026 and 2025, filed as Exhibit 99.2. Additionally, unaudited pro forma condensed combined financial statements, combining the historical results of Martin Marietta and Lhoist North America to give effect to the transaction, are filed as Exhibit 99.3. The filing contains forward-looking statements, which the company notes are subject to risks and uncertainties and may differ materially from actual results, as described in the company's cautionary language.

What Was Disclosed

Martin Marietta Materials reported receipt of all required regulatory approvals for its acquisition of Lhoist North America, Inc., and filed audited, interim, and pro forma financial statements for the target company in connection with the anticipated closing in the third quarter of 2026.