Martin Marietta (NYSE: MLM) CFO gets PSU shares, withholds stock for taxes

Rhea-AI Filing Summary

Martin Marietta Materials reported equity compensation activity for SVP and CFO Michael J. Petro. He acquired 1,724 shares of common stock at no cost through the settlement of previously granted performance share units. These units were granted on February 24, 2023, and tied to performance goals measured from January 1, 2023 through December 31, 2025.

On February 17, 2026, the company’s Management Development and Compensation Committee certified the achievement of the applicable performance goals and approved settlement of the grant. On the same date, 758 shares were disposed of at $666.53 per share to cover tax obligations, a tax-withholding disposition rather than an open-market sale. Following these transactions, Petro directly holds 11,772.6026 common shares.

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

OMB APPROVAL

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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^*

Petro Michael J

(Last) (First) (Middle)

4123 PARKLAKE AVENUE

(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 CFO

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		1,724(1)	A	$0	12,530.6026	D
Common Stock	02/17/2026		F		758	D	$666.53	11,772.6026	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did MLM SVP and CFO Michael J. Petro report?

Michael J. Petro reported receiving 1,724 shares of Martin Marietta common stock at no cost from a performance share unit settlement, and a related tax-withholding disposition of 758 shares at $666.53 per share, leaving him with 11,772.6026 directly held shares.

How many Martin Marietta (MLM) shares did the CFO acquire in this Form 4?

The CFO acquired 1,724 shares of Martin Marietta common stock through the settlement of performance share units. These units were granted under the company’s stock-based award plan and settled after achievement of performance goals over a three-year measurement period.

Why were 758 MLM shares disposed of in the CFO’s February 17, 2026 transaction?

The 758 Martin Marietta shares were disposed of to satisfy tax obligations associated with the performance share unit settlement. This was a tax-withholding disposition at $666.53 per share, not an open-market sale, and is coded as a payment of tax liability.

What is the performance period for the Martin Marietta PSUs settled in this filing?

The performance share units settled in this filing measured performance from January 1, 2023 through December 31, 2025. The company’s Management Development and Compensation Committee certified goal attainment and approved settlement of the grant on February 17, 2026.

How many Martin Marietta (MLM) shares does the CFO hold after these transactions?

After the reported grant and tax-withholding disposition, the CFO directly holds 11,772.6026 shares of Martin Marietta common stock. This figure reflects the net position following receipt of 1,724 shares and the disposition of 758 shares for tax purposes.

What plan governed the performance share units reported in this MLM Form 4?

The performance share units were granted under the Martin Marietta Amended and Restated Stock Based Award Plan on February 24, 2023. Their ultimate payout depended on achieving specified performance goals over the three-year period ending December 31, 2025.