MLM (MLM) CFO Petro granted 2,960 restricted stock units vesting over 5 years

Rhea-AI Filing Summary

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

Martin Marietta Materials SVP and CFO Michael J. Petro received an equity award of 2,960 shares of common stock. The shares were granted as a restricted stock unit award at no cash purchase price and increased his directly held common stock to 15,358.6026 shares.

The award was granted under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan. It vests in three equal installments on the third, fourth, and fifth anniversaries of the award date, subject to continued employment and other conditions in the award agreement.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Petro Michael J

Role SVP and CFO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,960	$0.00	--

Holdings After Transaction: Common Stock — 15,358.603 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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)
03/01/2026

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	03/01/2026		A		2,960(1)	A	$0	15,358.6026	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 three equal installments on the third, fourth and fifth anniversaries of the award date, subject to continued employment and other terms and conditions specified in the award agreement.

	/s/ Sara W. Brown, attorney-in-fact	03/03/2026
	** 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 did MLM executive Michael J. Petro report in this Form 4 filing?

Michael J. Petro reported receiving a grant of 2,960 shares of Martin Marietta Materials common stock. The grant is a restricted stock unit award under the company’s stock-based award plan, increasing his directly held common stock to 15,358.6026 shares after the transaction.

Was the MLM Form 4 transaction an open-market stock purchase or sale?

The transaction was not an open-market purchase or sale; it was a grant or award acquisition. Petro received 2,960 shares of common stock at no purchase price as a restricted stock unit award under Martin Marietta’s Amended and Restated Stock-Based Award Plan.

How do Michael J. Petro’s newly granted MLM shares vest over time?

The 2,960-share restricted stock unit award vests pro rata in three equal installments. Vesting occurs on the third, fourth, and fifth anniversaries of the award date, provided Petro remains employed and satisfies other terms and conditions in the award agreement.

How many MLM shares does Michael J. Petro hold after this award?

Following the award, Petro directly holds 15,358.6026 shares of Martin Marietta Materials common stock. This total reflects the addition of the 2,960-share restricted stock unit grant reported in the Form 4, classified as a direct, non-derivative ownership position.

Under which plan was the MLM restricted stock unit award to Petro granted?

The restricted stock unit award was granted under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan. This plan governs stock-based compensation, including vesting schedules and conditions such as continued employment and other terms in the award agreement.

What conditions apply to vesting of Michael J. Petro’s MLM restricted stock units?

Vesting of Petro’s restricted stock units is subject to continued employment and other conditions specified in the award agreement. The 2,960-share award vests in three equal installments on the third, fourth, and fifth anniversaries of the award date under the company’s stock-based plan.