MLM (MLM) CEO nets stock award, disposes shares for tax withholding

Rhea-AI Filing Summary

Martin Marietta Materials Chairman, President and CEO C. Howard Nye reported equity compensation activity in the form of common stock. He acquired 22,365 shares at $0.00 per share as a grant/award, reflecting settlement of performance share units previously granted under the company’s stock-based award plan.

On the same date, 9,717 shares of common stock were disposed of at $666.53 per share to satisfy tax obligations through a tax-withholding disposition. Following these transactions, Nye directly owned 164,524 common shares, and an additional 70,400 shares were held indirectly through the Charles Howard Nye Irrevocable Trust.

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^*

Nye C Howard

(Last) (First) (Middle)

MARTIN MARIETTA MATERIALS, INC.

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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, Pres & CEO

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		22,365(1)	A	$0	174,241	D
Common Stock	02/17/2026		F		9,717	D	$666.53	164,524	D
Common Stock								70,400	I	By Charles Howard Nye Irrevocable Trust

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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** 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 MLM CEO C. Howard Nye report on this Form 4?

C. Howard Nye reported acquiring 22,365 shares of Martin Marietta Materials common stock as an equity award and disposing of 9,717 shares to cover tax obligations. These movements reflect stock-based compensation settlement rather than open-market buying or selling activity.

How many Martin Marietta (MLM) shares did the CEO acquire in this award?

The CEO acquired 22,365 shares of Martin Marietta common stock at $0.00 per share. These shares were issued upon settlement of performance share units granted in 2023 under the company’s stock-based award plan, following certification of performance goal attainment.

Why were 9,717 MLM shares disposed of in this insider filing?

The 9,717 Martin Marietta shares were disposed of at $666.53 per share to satisfy tax liabilities related to the equity award. This tax-withholding disposition uses shares to pay required taxes rather than representing an open-market sale decision by the CEO.

What performance period governed the CEO’s Martin Marietta PSU award?

The performance share units covered a three-year performance period from January 1, 2023, through December 31, 2025. The compensation committee certified performance and approved settlement on February 17, 2026, after the PSUs had vested on December 31, 2025.

How many MLM shares does the CEO own directly and indirectly after these transactions?

After these transactions, the CEO directly owned 164,524 Martin Marietta common shares. Separately, 70,400 additional shares were held indirectly through the Charles Howard Nye Irrevocable Trust, reflecting another component of his reported beneficial ownership structure.

What plan governed the Martin Marietta performance share units settled here?

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