Martin Marietta Finalizes LNA Deal Governance: Lock-Up, Standstill and Registration Rights

Martin Marietta finalized governance and equity-related terms tied to its LNA transaction, signing a Shareholders Agreement with LNA Holding (with FGI joining for standstill provisions) and a separate Registration Rights Agreement with LNA. The Shareholders Agreement locks up consideration shares for up to 24 months, grants LNA board designee and observer rights tied to ownership thresholds, and imposes a standstill capped at 18% ownership until board and ownership conditions lapse. The Registration Rights Agreement provides a shelf filing timeline alongside demand and piggyback rights, subject to customary cutbacks and blackout provisions, supporting potential orderly resales by LNA.

Agreement 1: Martin Marietta Sets Lock-Up, Board Designee Rights With LNA; Standstill Up to 18% Cap

• Agreement type: Shareholders Agreement (lock-up, board designation, standstill)
• Counterparty: LNA Holding; FGI (standstill only)
• Signed / Effective: Aug 21 2026 / Aug 21 2026
• Duration / Termination: Lock-up: 24 months; standstill tied to ownership thresholds
• Reason: Align governance and stabilize ownership post-transaction

Agreement 2: Martin Marietta Grants LNA Shelf and Demand Registration Rights for Consideration Shares

• Agreement type: Registration Rights Agreement (shelf, demand and piggyback rights)
• Counterparty: LNA Holding
• Signed / Effective: Aug 21 2026 / Aug 21 2026
• Duration / Termination: At will
• Reason: Provide resale registration rights for consideration shares

Original SEC Filing: MARTIN MARIETTA MATERIALS INC [ MLM ] - 8-K - Aug. 24, 2026