UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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 29, 2022

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Martin Marietta Materials, Inc.

(Exact name of registrant as specified in its charter)

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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:

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

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 Section 13(a) of the Exchange Act.          ☐

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Item 1.02    Termination of a Material Definitive Agreement.

The information set forth in Item 8.01 below as to the satisfaction and discharge of the Notes (as defined below) issued pursuant to that certain Indenture dated as of May 22, 2017, as supplemented by that certain Fourth Supplemental Indenture thereto dated as of July 2, 2021 (in each case insofar as applicable to the Notes, the “2023 Notes Indenture”) between Martin Marietta Materials, Inc. (the “Company”) and Regions Bank, as trustee (the “Trustee”) is incorporated by reference into this Item 1.02.

Item 8.01    Other Events.

On September 29, 2022, the Company satisfied and discharged its 0.650% Senior Notes due 2023 (the “Notes”). In connection with the satisfaction and discharge, the Company irrevocably deposited with the Trustee funds in an amount sufficient to satisfy all remaining principal and interest payments on the Notes. Holders of Notes will receive payment of principal on the scheduled maturity date of the Notes and payment of interest at the per annum rate (and on the dates) set forth in the 2023 Notes Indenture. The Company utilized existing cash resources to fund the satisfaction and discharge.

As a result of the satisfaction and discharge of the Notes, the obligations of the Company under the Indenture in respect of the Notes have been terminated, except those provisions of the Indenture that, by their terms, survive the satisfaction and discharge.

SIGNATURE

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.