MLM CFO granted 931 restricted stock units

Petro Michael J reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Petro Michael J reported acquisition or exercise transactions in this Form 4 filing.

Martin Marietta Materials reported that Senior Vice President and Chief Financial Officer Michael J. Petro received an equity compensation grant of 931 shares of common stock on February 20, 2026. These shares were awarded as restricted stock units under the company’s Amended and Restated Stock-Based Award Plan and carry no purchase price.

The award vests in equal installments over three years from the grant date, meaning Petro earns the shares gradually over time as he continues in his role. Following this grant, his directly held common stock position increased to 12,703.6026 shares, reflecting ongoing alignment of executive compensation with shareholder interests through stock-based awards.

Insider Trade Summary

Grant/Award: 931 shares

Grant/Award 1 txn

Insider Petro Michael J

Role SVP and CFO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	931	$0.00	$0.00

Holdings After Transaction: Common Stock — 12,703.6026 shares (Direct)

Footnotes (1)

1. F1. Restricted stock unit award granted under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan, which award vests pro rata in equal installments over three years from the date of grant.

FAQ

What insider transaction did MLM executive Michael J. Petro report?

Michael J. Petro reported receiving a grant of 931 shares of Martin Marietta Materials common stock. The award is a restricted stock unit grant under the company’s stock-based award plan and represents equity compensation rather than an open-market stock purchase.

How many Martin Marietta (MLM) shares did Michael J. Petro acquire in this Form 4?

Michael J. Petro acquired 931 shares of Martin Marietta Materials common stock through a restricted stock unit award. The transaction price per share was reported as $0.0000, indicating the shares were granted as compensation, not bought in the open market.

What is Michael J. Petro’s total MLM share ownership after this grant?

After the reported grant, Michael J. Petro directly holds 12,703.6026 shares of Martin Marietta Materials common stock. This total reflects his position immediately following the 931-share restricted stock unit award disclosed in the Form 4 filing.

How does the restricted stock unit award to MLM’s CFO vest over time?

The restricted stock unit award to Michael J. Petro vests pro rata in equal installments over three years from the grant date. This means he earns portions of the 931-share award each year, subject to continued service and the plan’s terms.

Under which plan was Michael J. Petro’s MLM stock award granted?

The 931-share award was granted under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan. This plan governs equity compensation grants such as restricted stock units provided to executives and other eligible participants.

Was cash paid for the 931 MLM shares reported by Michael J. Petro?

No cash was paid for the 931 shares; the transaction price per share was listed as $0.0000. The shares were granted as a restricted stock unit award, representing non-cash equity compensation to the company’s Senior Vice President and Chief Financial Officer.

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Accepted by SEC EDGAR 02/24/2026 - 03:12 PM Learn about SEC filing dates

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
02/20/2026

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	02/20/2026		A		931(1)	A	$0	12,703.6026	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. Restricted stock unit award granted under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan, which award vests pro rata in equal installments over three years from the date of grant.

	/s/ Sara W. Brown, attorney-in-fact	02/24/2026
	** 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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