UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549~~STATES

~~FORM~~SECURITIES ~~8-K~~AND EXCHANGE COMMISSION

~~CURRENT~~Washington, ~~REPORT~~D. C. 20549

~~Pursuant~~FORM ~~to Section 13 or 15(d) of the Securities Exchange Act of 1934~~8-K

~~Date~~CURRENT ~~of Report (Date of earliest event reported): May 14, 2026~~REPORT

~~MARTIN~~Pursuant ~~MARIETTA~~to ~~MATERIALS,~~Section ~~INC.~~13 or 15(d) of the Securities Exchange Act of 1934

~~(Exact~~Date ~~name~~ of ~~Registrant~~Report as(Date ~~Specified~~of inearliest ~~Its~~event ~~Charter~~reported): June 29, 2026

North Carolina	1-12744	56-1848578
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
4123 Parklake Avenue
Raleigh, North Carolina		27612
(Address of Principal Executive Offices)		(Zip Code)

Martin Marietta Materials, Inc.

~~Registrant’s~~(Exact ~~Telephone~~name ~~Number,~~of ~~Including~~Registrant ~~Area~~as ~~Code:~~Specified ~~919~~in ~~781-4550~~Its Charter)

Not Applicable

North Carolina	1-12744	56-1848578
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4123 Parklake Avenue Raleigh, North Carolina		27612
(Address of Principal Executive Offices)		(Zip Code)

~~(Former~~Registrant’s ~~Name~~Telephone ~~or Former Address~~Number, ifIncluding Area ~~Changed~~Code: ~~Since Last Report)~~919-781-4550

~~Check~~(Former ~~the~~Name ~~appropriate~~or ~~box~~Former ~~below~~Address, if ~~the~~Changed ~~Form~~Since Last ~~8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~ Report)

~~☐Written~~Check ~~communications~~the ~~pursuant~~appropriate box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy ~~under~~the filing obligation of the ~~Securities~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~230.425)~~the following provisions:

☐~~Soliciting~~ ~~material~~Written communications pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

☐~~Pre-commencement~~ ~~communications~~Soliciting material pursuant to Rule ~~14d~~14a-~~2(b)~~12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

☐ Pre-commencement communications pursuant to Rule ~~13e~~14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

~~Securities~~☐ ~~registered~~Pre-commencement communications pursuant to ~~Section~~Rule 1213e-4(bc) ofunder the Exchange Act: (17 CFR 240.13e-4(c))

Title of each class		TradingSymbol(s)		Name of each exchange on which registered
Common Stock, $.01 par value per share		MLM		The New York Stock Exchange

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).

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		MLM		New York Stock Exchange

~~Emerging~~Indicate ~~growth~~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).

IfEmerging ~~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. ☐

~~Item~~If ~~5.02 Departure~~an ofemerging ~~Directors~~growth orcompany, ~~Certain~~indicate ~~Officers;~~by ~~Election~~check ofmark ~~Directors;~~if ~~Appointment~~the ofregistrant has ~~Certain~~elected ~~Officers;~~not ~~Compensatory~~to ~~Arrangements~~use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of ~~Certain~~the ~~Officers~~Exchange Act. ☐

OnItem ~~May 14, 2026, the shareholders of Martin Marietta Materials, Inc~~7. ~~(the “Company”) voted to approve the Martin Marietta Amended and Restated Stock-Based Award Plan (the “Plan”)~~01. A ~~description~~Regulation ofFD the Plan is included as Appendix C in the Company’s definitive proxy statement for the annual meeting of shareholders held on May 14, 2026, filed with the Securities and Exchange Commission on April 15, 2026 (the "Proxy Statement"), which description is incorporated herein by referenceDisclosure.

~~Item~~On 5June 29, 2026, Martin Marietta Materials, Inc.~~07 Submission~~, a North Carolina corporation (“Martin Marietta” or the “Company”) announced in a press release the execution of ~~Matters~~a toSecurities Sale Agreement, dated June 27, 2026, between Martin Marietta and LNA Holding SRL, a ~~Vote~~société à responsabilité limitée organized under the laws of Belgium, ~~Security~~pursuant ~~Holders~~to which Martin Marietta will acquire all of the outstanding equity interests in Lhoist North America, Inc., which owns and operates the business of producing, distributing, marketing and selling lime, dolomitic lime, limestone- and dolomitic stone-based industrial minerals and products, and aggregates in North America for $13.5 billion in cash and shares of Martin Marietta common stock (the “Transaction”).

~~Martin~~A ~~Marietta~~copy ~~Materials, Inc. held its Annual Meeting~~ of ~~Shareholders on May 14, 2026. Of~~ the ~~60,256,208~~press ~~shares~~release ~~outstanding~~is ~~and~~furnished ~~entitled~~as toExhibit 99.1 ~~vote, 54,913,555 shares were represented at the meeting, or a 91% quorum~~hereto. ~~The~~ ~~final~~An ~~results~~investor ofpresentation ~~voting~~with ~~for~~respect ~~each matter submitted~~ to athe ~~vote~~Transaction ofis ~~shareholders~~also atfurnished ~~the meeting are~~ as ~~follows:~~Exhibit 99.2 hereto.

~~Proposal~~The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 –and ~~Election~~Exhibit 99.2 attached hereto, is being furnished to the U.S. Securities and Exchange Commission and shall not be deemed “filed” for purposes of ~~Directors~~Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

~~Elected~~Forward-Looking the following ten individuals to the Board of Directors to serve as directors for a term of one year until the Annual Meeting of Shareholders in 2027, and until their successors have been duly elected and qualified:Statements

	VotesCast For	VotesAgainst	VotesAbstained	BrokerNon-Votes
Dorothy M. Ables	50,202,739	2,225,718	64,483	2,420,615
Gayla J. Delly	52,391,823	71,523	29,594	2,420,615
Anthony R. Foxx	52,247,028	215,584	30,328	2,420,615
Martin J. Lyons, Jr.	52,384,015	77,582	31,343	2,420,615
Mary T. Mack	52,176,430	260,609	55,901	2,420,615
C. Howard Nye	51,106,958	1,362,836	23,146	2,420,615
Laree E. Perez	51,548,634	917,215	27,091	2,420,615
Thomas H. Pike	52,203,337	266,066	23,537	2,420,615
Donald W. Slager	51,997,780	465,916	29,244	2,420,615
David C. Wajsgras	52,197,364	265,175	30,401	2,420,615

Investors are cautioned that all statements in this Current Report on Form 8-K that relate to the future involve risks and uncertainties, and are based on assumptions that the Company believes in good faith are reasonable but which may be materially different from actual results, including, among others, risks and uncertainties relating to the timing of consummation of the transaction; the risk that the conditions to closing of the transaction may not be satisfied, or that the closing of the transaction does not occur; the risk that regulatory approval that may be required to complete the transaction is not obtained, or is obtained subject to conditions that are not anticipated or that the Company is not obligated to accept; the diversion of management time on transaction-related issues; global economic conditions; adverse industry conditions; and potential business uncertainty, including changes to existing business relationships during the pendency of the transaction that could affect financial performance. These forward-looking statements, under the federal securities laws, including the Private Securities Litigation Reform Act of 1995, provide the investor with the Company’s expectations or forecasts of future events and may be identified by words such as “guidance”, “anticipate,” “may,” “expect,” “should,” “believe,” “project,” “intend,” “will,” and other words of similar meaning in connection with future events or future performance. Any or all of the Company’s forward-looking statements herein and in other publications may prove to be incorrect. A further list and description of risks, uncertainties and other matters that could cause actual future results to differ materially from those expressed or implied herein can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and in the Company’s subsequent reports on Form 10-Q, including the sections thereof captioned “Other Matters” and “Item 1A. Risk Factors,” and in the Company’s subsequent reports on Form 8-K. Except as required by law, the Company does not undertake any obligation to publicly update any forward-looking statements whether as a result of new information, future events, changed circumstances or otherwise.

~~Proposal~~Item 29.01. –Financial ~~Ratification~~Statements ofand ~~Appointment of Independent Auditors~~ Exhibits.

~~Ratified~~(d) the selection of PricewaterhouseCoopers LLP as independent auditors for the year ending December 31, 2026. The voting results for this ratification were 54,541,009 shares voted for; 328,309 shares voted against; and 44,237 shares abstained from voting.Exhibits

Proposal 3 — Advisory Vote on Compensation of Named Executive Officers

Exhibit No.	Description of Exhibit
99.1	Press Release, dated June 29, 2026

99.2	Investor Presentation, dated June 29, 2026

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Approved, on an advisory basis, the overall compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K in the Proxy Statement. The voting results for this approval were 51,322,167 shares voted for; 960,974 shares voted against; 209,799 shares abstained from voting; and there were 2,420,615 broker non-votes. SIGNATURES

~~Proposal~~Pursuant 4to —the ~~Approval~~requirements of the ~~Martin~~Securities ~~Marietta~~Exchange ~~Amended~~Act ~~and~~of ~~Restated~~1934, the ~~Stock-Based~~registrant ~~Award~~has ~~Plan~~duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Approved the Martin Marietta Amended and Restated Stock-Based Award Plan adopted by the Board of Directors on February 19, 2026. The voting results for this approval were 51,804,036 shares voted for; 592,460 shares voted against; 96,444 shares abstained from voting; and there were 2,420,615 broker non-votes.

	MARTIN MARIETTA MATERIALS, INC.


	By:	/s/ George Schoen
		Name:	George Schoen
Date: June 29, 2026		Title:	Executive Vice President, General Counsel and Corporate Secretary

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Martin Marietta Amended and Restated Stock-Based Award Plan (incorporated by reference to Appendix C to the definitive proxy statement on Schedule 14A filed by Martin Marietta Materials, Inc. on April 15, 2026 (File No. 001-12744))

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 thereunto duly authorized.

			MARTIN MARIETTA MATERIALS, INC.
Date:	May 14, 2026	By:	/s/ George F. Schoen
			George F. Schoen, Executive Vice President, General Counsel and Corporate Secretary

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