MLM (NYSE: MLM) CFO Petro reports tax-withholding stock dispositions

Rhea-AI Filing Summary

Martin Marietta Materials SVP and CFO Michael J. Petro reported two Form 4 transactions involving company common stock. On February 23, he had a tax-withholding disposition of 211 shares at $683.60 per share, and on February 24 a similar disposition of 94 shares at $696.85 per share. After these transactions, he directly owned 12,398.6026 shares of Martin Marietta Materials common stock.

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^*

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)
02/23/2026

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	02/23/2026		F		211	D	$683.6	12,492.6026	D
Common Stock	02/24/2026		F		94	D	$696.85	12,398.6026	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:

	/s/ Sara W. Brown, attorney-in-fact	02/25/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Martin Marietta Materials (MLM) report for Michael J. Petro?

Martin Marietta Materials reported that SVP and CFO Michael J. Petro had two Form 4 transactions. Both were tax-withholding dispositions of common stock, one for 211 shares and another for 94 shares, executed at prices above $680 per share.

What is the nature of Michael J. Petro’s Form 4 transactions in MLM stock?

The transactions are classified as tax-withholding dispositions under code F. This means shares were withheld or delivered to cover tax liabilities, rather than open-market purchases or sales, and both involved Martin Marietta Materials common stock at specified per-share prices.

On what dates did Michael J. Petro’s recent MLM stock transactions occur?

Michael J. Petro’s reported transactions occurred on February 23 and February 24, 2026. Each date reflects a separate tax-withholding disposition in Martin Marietta Materials common stock, with different share amounts and transaction prices per share.

How many Martin Marietta Materials shares were involved in each of Michael J. Petro’s Form 4 entries?

One transaction involved 211 shares of Martin Marietta Materials common stock at $683.60 per share. The other transaction involved 94 shares at $696.85 per share, both reported as tax-withholding dispositions under transaction code F.

How many MLM shares does Michael J. Petro own after these Form 4 transactions?

After the reported tax-withholding dispositions, Michael J. Petro directly owns 12,398.6026 shares of Martin Marietta Materials common stock. This figure reflects his direct ownership position immediately following the latest Form 4 transaction on February 24, 2026.

Does Michael J. Petro’s Form 4 indicate open-market buying or selling of MLM stock?

The Form 4 indicates tax-withholding dispositions, not open-market buying or selling. The transactions use code F, described as payment of exercise price or tax liability by delivering securities, which differs from discretionary market trades.