Cardin Robert J 4

What Happened
Robert J. Cardin, SVP, Controller & CAO of Martin Marietta Materials (MLM), had performance share units (PSUs) settled into 1,869 common shares on February 17, 2026 (acquired at $0 as an award). On the same date he disposed of 822 of those shares to satisfy tax withholding at $666.53 per share, yielding $547,888. The PSUs vested as of December 31, 2025; the Management Development and Compensation Committee certified performance achievement and approved settlement on February 17, 2026.

Key Details

• Transaction dates: February 17, 2026 (settlement of PSUs and tax-withholding sale).
• Award: 1,869 shares received (code A) at $0 — settlement of PSUs granted Feb 24, 2023 for performance period 1/1/2023–12/31/2025 (see footnote F1).
• Tax withholding sale: 822 shares disposed (code F) at $666.53/share for proceeds of $547,888.
• Net shares delivered to the insider after withholding: 1,869 − 822 = 1,047 shares.
• Shares owned after transaction: not specified in this Form 4.
• Filing timeliness: Reported Feb 19, 2026 for a Feb 17, 2026 event — appears timely.
• Footnote: F1 explains the PSUs were performance-based awards that vested based on results for 2023–2025 and were settled upon certification.

Context
This was a PSU settlement with a routine tax-withholding sale (not an open-market investment sale). The acquisition at $0 reflects award settlement rather than a cash purchase. Sales to cover taxes are common and do not necessarily indicate the insider's view on the stock.