Nye C Howard 4

What Happened

• Nye C. Howard, Chairman, President & CEO of Martin Marietta Materials (MLM), received 22,365 shares on Feb 17, 2026 as the settlement of performance share units (PSUs). These shares were reported as an acquisition at $0.00 per share (code A).
• Simultaneously, 9,717 shares were disposed on Feb 17, 2026 to satisfy tax withholding obligations (code F) at $666.53 per share, totaling $6,476,672. The withholding is a routine tax-related disposition following the PSU settlement.

Key Details

• Transaction date: February 17, 2026; Form 4 filed Feb 19, 2026 (appears timely).
• Award: 22,365 shares from PSU settlement reported at $0.00 per share (code A).
• Tax withholding: 9,717 shares disposed @ $666.53 = $6,476,672 (code F).
• Footnote: PSUs were granted Feb 24, 2023 under the company’s stock award plan, with a three-year performance period (Jan 1, 2023–Dec 31, 2025). Management certified performance and approved settlement on Feb 17, 2026; the PSUs vested on Dec 31, 2025.
• Shares owned after the transaction: not specified in the provided filing.

Context

• This was primarily a grant/settlement of previously awarded PSUs (an acquisition), with a routine tax-withholding disposition rather than an open-market sale. Tax-withholding dispositions are common when equity awards vest and do not necessarily indicate a change in the insider’s view of the company.