MLM: Leadership change

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 4, 2026, Martin Marietta Materials, Inc. (the “Company”) announced that the Company has promoted Michael J. Petro to Executive Vice President, Chief Financial Officer. In connection with his promotion to the role of Executive Vice President, Chief Financial Officer, the Company and Mr. Petro executed an employment agreement (the “Employment Agreement”) and an amended and restated employment protection agreement (the “Employment Protection Agreement”). Pursuant to the Employment Agreement, Mr. Petro’s base salary will be $750,000, his target annual incentive award will be 100% of base salary, his target long-term incentive award will be 260% of base salary, and he will receive a one-time grant of restricted stock units with a grant date value of $5,000,000, which will vest ratably on the sixth, seventh, and eighth anniversaries of the grant date, subject to Mr. Petro’s continued employment through such date and the other terms and conditions applicable to ordinary course grants of restricted stock units to the Company’s executive officers. The Employment Agreement provides that in the event of a termination by the Company without cause or by Mr. Petro for good reason, Mr. Petro is entitled to a severance amount equal to three times the sum of his base salary and target bonus, continued medical and dental benefits for up to three years, and continued vesting of his outstanding equity awards. The Employment Agreement includes a three-year post-termination, non-competition, non-solicitation, and confidentiality covenant. The Employment Protection Agreement, which aligns with the Company’s Employment Protectio