Equity award and tax share disposition for MLM (NYSE: MLM) SVP Cardin

Rhea-AI Filing Summary

Martin Marietta Materials senior vice president, controller and chief accounting officer Robert J. Cardin reported equity compensation activity in company common stock. He acquired 1,869 shares at no cost through the settlement of previously granted performance share units, increasing his direct holdings before tax withholding.

On the same date, 822 shares were disposed of to satisfy tax obligations related to this award, leaving him with 12,113 directly owned shares afterward. The performance share units were granted in February 2023 and vested based on achievement of performance goals over the 2023–2025 period, with goals certified and settlement approved on February 17, 2026.

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^*

Cardin Robert 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, Controller & CAO

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		1,869(1)	A	$0	12,935	D
Common Stock	02/17/2026		F		822	D	$666.53	12,113	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.
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FAQ

What insider transactions did MLM executive Robert J. Cardin report?

Robert J. Cardin reported an equity award settlement and related tax share disposition. He received 1,869 MLM common shares from performance share units and 822 shares were used to cover tax obligations, resulting in 12,113 directly owned shares after these Form 4 transactions.

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

The executive acquired 1,869 shares of Martin Marietta common stock at no cost. These shares came from the settlement of performance share units granted in February 2023, which vested after performance goals were achieved over the three-year period ending December 31, 2025.

Why were 822 MLM shares disposed of in Robert J. Cardin’s filing?

The 822 MLM shares were disposed of to pay tax liabilities associated with the equity award. This transaction is coded as a tax-withholding disposition, meaning shares were delivered to satisfy taxes rather than sold in an open-market transaction for investment purposes.

What performance period was tied to the MLM performance share units in this Form 4?

The performance share units were tied to a three-year performance period from January 1, 2023 through December 31, 2025. The company’s Management Development and Compensation Committee certified the attainment of applicable performance goals and approved settlement of the grant on February 17, 2026.

How many MLM shares does Robert J. Cardin own after these insider transactions?

After the reported transactions, Robert J. Cardin directly owns 12,113 shares of Martin Marietta common stock. This figure reflects the receipt of 1,869 shares from performance share unit settlement and the disposition of 822 shares for tax withholding on the same date.

What type of compensation is reflected in this MLM Form 4 filing?

The filing reflects equity-based compensation in the form of performance share units. Granted under Martin Marietta’s stock-based award plan in February 2023, these units converted into 1,869 common shares after performance goals were certified and the shares vested at the end of 2025.