[Form 4] Martin Marietta Materials Insider Trading Activity

Rhea-AI Filing Summary

David C. Wajsgras, a director of Martin Marietta Materials, Inc. (MLM), acquired non-derivative common stock units under the company's director stock purchase plan on 08/29/2025. The Form 4 shows an acquisition transaction tied to the Plan resulting in 4,529 shares (or share units) beneficially owned following the transaction. The reported price column shows $616.4, and the transaction is labeled with code A indicating acquisition. The filing explains these units were accrued under the Martin Marietta Materials Common Stock Purchase Plan for Directors and will be settled in stock in a lump sum or installments (up to 10 years) according to the director's election or termination timing.

Positive

• Director compensation settled in equity aligns executive incentives with shareholders
• Clear plan disclosure explains settlement timing options (lump sum or installments up to 10 years)

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director deferred compensation converted into share units, aligning director pay with shareholder equity without evidence of open-market trading.

This Form 4 reflects a routine director compensation accrual under the company's director stock purchase plan rather than an open-market purchase or sale. The reporting shows an acquisition event for common stock units that will be settled in shares per plan terms, including flexible settlement timing (lump sum or installments up to 10 years). From a governance perspective, equity settlement of director fees can align interests with shareholders while preserving cash for the company. The filing does not disclose an option exercise, sale, or any change in derivative positions.

Securities Compliance Analyst

TL;DR: Filing documents a plan-based award accrual with standard disclosure; no red flags for §16 compliance apparent.

The Form 4 indicates the transaction was reported for a single reporting person and includes the reporting person’s address and relationship (Director). The explanation clarifies the units were accrued under the director purchase plan and settlement mechanics. The signature is by an attorney-in-fact dated 09/02/2025. There is no indication of late reporting beyond the dates shown, nor of transactions inconsistent with plan-based awards. All material transaction details present in the form are limited to plan accrual and future settlement.

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
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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^*

WAJSGRAS DAVID C

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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	08/29/2025		A		61(1)	A	$616.4	4,529	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. Common stock units were accrued under the Martin Marietta Materials, Inc. Common Stock Purchase Plan for Directors (the "Plan") and are to be settled in stock in a lump sum or in installments not to exceed 10 years commencing on (i) the date the reporting person ceases to be a Non-Employee Director, (ii) the date that is one month and one year following the date the reporting person ceases to be a Non-Employee Director, or (iii) the date elected by the Non-Employee Director that is later than the third anniversary of the date the fees are earned, in accordance with the reporting person's election under the Plan.

	/s/ Bradley D. Kohn, attorney-in-fact	09/02/2025
	** 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 transaction did David C. Wajsgras report on Form 4 for MLM?

The Form 4 reports an acquisition (code A) of common stock units under the Martin Marietta Materials, Inc. director purchase plan dated 08/29/2025, resulting in 4,529 shares (or share units) beneficially owned following the transaction.

Were these shares purchased on the open market for MLM (Martin Marietta Materials)?

No. The filing states the units were accrued under the company's Common Stock Purchase Plan for Directors and will be settled in stock per the plan, not reported as an open-market trade.

How and when will the accrued units be settled according to the Form 4?

The units are to be settled in stock in a lump sum or installments not to exceed 10 years, commencing on specified events (such as cessation as a Non-Employee Director) or based on the director’s election under the Plan.

What is the reported price on the Form 4 and what does it indicate?

The Form 4 shows a price field of $616.4 in the transaction row. The filing does not provide additional context beyond the table entry, and the acquisition is described as plan-based unit accrual.

Who signed the Form 4 for the reporting person?

The Form 4 was signed by Bradley D. Kohn, attorney-in-fact for the reporting person, with a signature date of 09/02/2025.