Item 1.01. Entry into a Material Definitive Agreement.

In connection with the issuance of $500 million aggregate principal amount of 2.500% Senior Notes due 2030 (the "Senior Notes") on March 5, 2020, Martin Marietta Materials, Inc. ("Martin Marietta" or the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (the "Underwriters"), pursuant to which the Underwriters agreed to purchase the Senior Notes from the Company. The Underwriting Agreement contains the terms and conditions of the offering and sale of the Senior Notes, indemnification and contribution obligations and other customary terms and conditions.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

In accordance with General Instruction B.2. of Form 8-K, the following information and the attached Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. Martin Marietta disclaims any intention or obligation to update or revise this information.

Attached as Exhibit 99.1, and incorporated herein by reference, is a copy of Martin Marietta's press release dated March 5, 2020, announcing the pricing of its Senior Notes.



This current report does not constitute an offer to sell or a solicitation of an
offer to buy, nor shall there be any sale of the Senior Notes in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits
               1.1      Underwriting Agreement, dated as of March 5, 2020, between Martin
                      Marietta Materials, Inc. and Deutsche Bank Securities Inc. and J.P.
                      Morgan Securities LLC, as representatives of the several
                      underwriters named therein.
               99.1     Press release announcing pricing terms of debt offering dated
                      March 5, 2020.
             104      Cover Page Interactive Data File (embedded within the Inline XBRL
                      document).

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