Executive at Martin Marietta (NYSE: MLM) reports stock award and tax withholding

Rhea-AI Filing Summary

Martin Marietta Materials senior vice president and CIO Jason Paul Flynn reported equity compensation activity involving company common stock. He acquired 222 shares at no cost as a grant and award settlement, increasing his direct holdings as part of long-term incentive compensation.

These 222 shares reflect the settlement of previously granted performance share units tied to goals measured from January 1, 2023 through December 31, 2025, which were certified and approved for settlement on February 17, 2026. In a separate tax-withholding disposition, 107 shares were delivered at a price of $666.53 per share to cover tax obligations, leaving him with 4,514 directly owned shares after the transactions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Flynn Jason Paul

(Last) (First) (Middle)

4123 PARKLAKE AVE

(Street)

RALEIGH NC 27612

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MARTIN MARIETTA MATERIALS INC [ MLM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP and CIO

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/17/2026		A		222(1)	A	$0	4,621	D
Common Stock	02/17/2026		F		107	D	$666.53	4,514	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the settlement of performance share units into common stock that were granted under the Martin Marietta Amended and Restated Stock Based Award Plan on February 24, 2023. The ultimate amount of shares to be received under the grant depended on the achievement of performance goals during a three-year performance period from January 1, 2023, through December 31, 2025. On February 17, 2026, Martin Marietta's Management Development and Compensation Committee certified the attainment of the applicable performance goals and approved the settlement of the PSU grant. The shares underlying the PSUs vested on December 31, 2025.

	/s/ Sara W. Brown, attorney-in-fact	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did Jason Paul Flynn report for MARTIN MARIETTA MATERIALS INC (MLM)?

Jason Paul Flynn reported an equity award settlement and a related tax-withholding share disposition involving Martin Marietta Materials common stock. He received shares from vested performance units and simultaneously had shares withheld to satisfy tax liabilities, all as part of executive compensation rather than open-market trading.

How many MLM shares did Jason Paul Flynn acquire through performance share units?

He acquired 222 shares of Martin Marietta common stock upon settlement of performance share units granted on February 24, 2023. The final award depended on achieving performance goals over a three-year period ending December 31, 2025, later certified and approved for settlement on February 17, 2026.

What does the tax-withholding transaction on Jason Paul Flynn’s MLM Form 4 represent?

The Form 4 shows a tax-withholding disposition of 107 Martin Marietta shares at $666.53 per share. These shares were delivered to cover exercise price or tax liabilities tied to the equity award, and do not reflect an open-market sale initiated for portfolio or valuation reasons.

How many MARTIN MARIETTA (MLM) shares does Jason Paul Flynn own after these transactions?

After the reported award and tax-withholding transactions, Jason Paul Flynn directly owns 4,514 shares of Martin Marietta common stock. This figure reflects his post-transaction direct holdings as an executive officer, specifically senior vice president and chief information officer of the company.

Were Jason Paul Flynn’s MLM transactions open-market buys or sells?

The transactions were equity compensation-related, not open-market trades. One entry records an award acquisition of shares upon performance share unit settlement, while the other records a tax-withholding disposition, where shares are delivered to cover tax obligations associated with that compensation.