Petro Michael J 4

What Happened Michael J. Petro, Senior Vice President and Chief Financial Officer of Martin Marietta Materials (MLM), received 1,724 shares on February 17, 2026 as the settlement of performance share units (PSUs). Of those shares, 758 were withheld to satisfy tax withholding obligations at a per-share value of $666.53, totaling $505,230. After withholding, Petro received a net 966 shares. This was an award/settlement (not an open‑market sale or purchase).

Key Details

• Transaction date(s): February 17, 2026 (reported on Form 4 filed February 19, 2026). Filing appears timely.
• Award: 1,724 shares granted/issued (code A) at $0.00 reported price (PSU settlement).
• Withholding: 758 shares withheld (code F) at $666.53 per share = $505,230 to cover taxes.
• Shares owned after transaction: not specified in this Form 4.
• Footnote: The shares settled were PSUs granted under the company’s stock award plan on Feb 24, 2023. Payout depended on performance for 1/1/2023–12/31/2025; the committee certified attainment on Feb 17, 2026 and the PSUs vested on Dec 31, 2025.
• Transaction codes: A = award/grant; F = shares withheld for tax liability (common for PSU settlements).

Context This was a routine PSU settlement with shares withheld to cover taxes (a cashless-type settlement), not an open-market sale — withholding is standard and does not necessarily signal insider sentiment. Purchases by insiders are generally more informative about confidence; this filing documents compensation settlement and related tax withholding.