SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  September 21, 2022

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Martin Marietta Materials, Inc.

(Exact Name of Registrant as Specified in Its Charter)

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(919) 781-4550

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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Check the appropriate box below if the Form 8‐K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b‐2 of the Securities Exchange Act of 1934 (§ 240.12b‐2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Sec on 13(a) of the Exchange Act.

Securities registered pursuant to Section 12(b) of the Act:

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Item 1.01. Entry into a Material Definitive Agreement

On September 21, 2022, Martin Marietta Materials, Inc., (the “Corporation”) and its wholly‐owned subsidiary, Martin Marietta Funding LLC (“MM Funding”), entered into the Fourteenth Amendment (the “Fourteenth Amendment”) to its Credit and Security Agreement with Truist Bank, successor by merger to SunTrust Bank (the “Administrative Agent”), dated as of April 19, 2013 (the Credit and Security Agreement, as amended, the “Credit Agreement”). Pursuant to the Fourteenth Amendment, (i) the scheduled maturity date of the facility was extended to September 20, 2023, (ii) SOFR was established as the benchmark rate in replacement of LIBOR and (iii) other related terms and provisions were revised accordingly.

The Credit Agreement is a $400,000,000 trade receivables securitization facility backed by trade receivables originated by the Corporation or by certain of its subsidiaries and acquired by the Corporation, which the Corporation then sells or contributes to MM Funding. Subject to certain conditions set forth in the Credit Agreement, including lenders providing the requisite commitments, the facility may be increased to an amount not to exceed $500,000,000.  MM Funding’s borrowings bear interest at (i) for loans funded by conduit lenders, the asset-backed commercial paper costs of the conduit lenders plus 0.650% and (ii) for all other loans, Adjusted Term SOFR (as defined in the Credit Agreement) plus 0.700%, subject to change in the event that the Administrative Agent determines Adjusted Term SOFR cannot be determined or SOFR no longer reflects the lenders’ cost of lending.

The Credit Agreement includes an amortization event related to a payment default or acceleration of one of the Corporation’s material debt agreements.

The Fourteenth Amendment, including a conformed copy of the Credit Agreement reflecting all changes through the Fourteenth Amendment attached as Exhibit A thereto, is filed as an exhibit hereto and is incorporated herein by reference, and the description of the Fourteenth Amendment and the Credit Agreement contained herein is qualified in its entirety by the terms thereof.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.