Martin Marietta to acquire Lhoist North America for $13.5B in cash and stock

MARTIN MARIETTA MATERIALS INC

• Total consideration $13.5B: $7B cash + $6.5B in new MLM shares (10,953,543 shares at 15-day VWAP).
• LNA Holding to receive 10,953,543 newly issued MLM shares and $7B cash.
• Transaction closing expected by Oct 31, 2026, extendable to June 15, 2027; subject to HSR and regulatory approvals.
• Termination fee of $350M payable by MLM if regulatory clearances not obtained by extended long-stop date.
• LNA Holding will hold ~15% of MLM post-close, get board seat and observer rights, shares locked up 12-24 months.