MLM (NYSE: MLM) CEO reports tax-withholding stock dispositions, retains large stake

Rhea-AI Filing Summary

Martin Marietta Materials Chairman, President & CEO C. Howard Nye reported two tax-withholding dispositions of common stock related to equity compensation. On February 24, he disposed of 1,221 shares at $696.85 per share, and on February 23 he disposed of 1,805 shares at $683.60 per share, both to cover tax liabilities rather than open-market sales. After these transactions, he held 170,119 shares directly, and 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

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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)
02/23/2026

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		1,805	D	$683.6	171,340	D
Common Stock	02/24/2026		F		1,221	D	$696.85	170,119	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:

	/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 MLM CEO C. Howard Nye report?

C. Howard Nye reported two tax-withholding dispositions of Martin Marietta Materials common stock, coded “F”. These transactions used shares to satisfy tax obligations tied to equity awards, rather than representing open-market purchases or sales of the company’s stock.

How many MLM shares were used for tax withholding by the CEO?

C. Howard Nye used 1,221 shares on February 24 and 1,805 shares on February 23 for tax withholding. Both are coded as dispositions to cover tax liabilities associated with equity compensation in Martin Marietta Materials stock.

At what prices were the MLM tax-withholding shares valued?

The tax-withholding dispositions were valued at $696.85 per share on February 24 and $683.60 per share on February 23. These prices reflect the fair market value used to calculate shares needed to satisfy the related tax obligations.

How many Martin Marietta Materials shares does the CEO own after these transactions?

Following the reported transactions, C. Howard Nye directly owned 170,119 shares of Martin Marietta Materials common stock. In addition, 70,400 shares were held indirectly through the Charles Howard Nye Irrevocable Trust as of the reporting date.

Are the reported MLM insider transactions open-market sales?

No. The transactions are coded “F” as tax-withholding dispositions, meaning shares were delivered to satisfy tax liabilities. They are not open-market sales, but instead reflect administrative handling of equity compensation owed to the CEO.

What is the role of the Charles Howard Nye Irrevocable Trust in MLM share holdings?

The filing shows 70,400 shares of Martin Marietta Materials common stock held indirectly through the Charles Howard Nye Irrevocable Trust. This indicates a portion of the CEO’s reported beneficial ownership is held via a trust rather than in a direct personal account.