Flynn Jason Paul 4

What Happened
Jason Paul Flynn, Senior Vice President and Chief Investment Officer of Martin Marietta Materials (MLM), received 222 shares as the settlement of performance share units (PSUs) and had 107 shares withheld/disposed to cover tax liabilities. The withholding sale of 107 shares was reported at $666.53 per share for a total of $71,319. The 222 awarded shares were recorded with an acquisition price of $0.00 (award).

Key Details

• Transaction date: February 17, 2026. Filing date: February 19, 2026 (no late filing indicated).
• Award (code A): 222 shares acquired @ $0.00 (PSU settlement).
• Tax withholding (code F): 107 shares disposed @ $666.53 = $71,319.
• Footnote: These shares settle PSUs granted Feb 24, 2023; performance period Jan 1, 2023–Dec 31, 2025. Management certified performance and approved settlement on Feb 17, 2026; shares vested on Dec 31, 2025.
• Shares owned after the transactions: not disclosed in the provided filing excerpt.

Context
This was not an open‑market sale for investment purposes but a routine settlement of performance-based equity where a portion of the award was withheld to satisfy tax withholding obligations (common practice). The award itself represents compensation tied to multi-year performance targets; the tax withholding reduces the net shares received rather than signaling a discretionary sell decision.