[8-K] Marriot International Reports Material Event

Rhea-AI Filing Summary

Marriott International, Inc. (NASDAQ: MAR) filed an 8-K disclosing a planned leadership transition in its finance organization. Chief Financial Officer and Executive Vice President, Development, Kathleen K. Oberg notified the company on 11 July 2025 of her intent to retire. She will step down as CFO immediately after Marriott files its fiscal-2025 Form 10-K and will fully retire on 31 March 2026.

To ensure continuity, the Board has appointed Jennifer C. Mason (age 55) as Executive Vice President & Chief Financial Officer, effective on Ms. Oberg’s hand-over date. Mason is a 25-year Marriott veteran and currently serves as Global Officer, Treasurer & Risk Management (since May 2022). Her previous roles include CFO, U.S. & Canada (2016-2022) and senior positions in IT, sales, audit, and corporate FP&A. She holds a B.S. in Commerce (University of Virginia) and an MBA (Wharton).

The company furnished a press release (Exhibit 99.1) announcing the transition and other leadership moves; no financial statements or guidance updates were provided, and the disclosure is furnished, not incorporated by reference.

• Form type: 8-K, Items 5.02 (Officer changes) & 7.01 (Reg FD).
• No impact on previously issued financial statements.
• No change to trading symbol (MAR) or exchange listing (Nasdaq GS).

While the retirement of a long-standing CFO introduces succession risk, the internal promotion of a seasoned finance executive suggests operational stability and limited disruption to financial policy.

Insights

Corporate Governance Expert

TL;DR: Internal CFO succession limits governance risk; neutral financial impact.

The key governance issue in any CFO transition is continuity of oversight over reporting, controls, and capital allocation. Oberg’s notice comes nearly nine months before her retirement, giving the Audit Committee ample time for a structured hand-over through the Form 10-K cycle. Mason’s 25-year tenure, most recently as Treasurer, signals deep familiarity with Marriott’s balance sheet and risk framework. Because the successor is internal and already at EVP level, I do not expect material changes in accounting policies or investor-relations strategy. Consequently, credit agencies and large shareholders are unlikely to adjust ratings or positions strictly due to this announcement.

Portfolio Manager

TL;DR: Management change viewed as continuity move; stock impact minimal.

From an investor perspective, the departure of a respected CFO can be a red flag, but timing after FY-25 filing and multi-month overlap mitigate execution risk. Mason’s background in treasury and North American operations suggests she already drives key financing and cash-return decisions. Unless guidance changes, I see limited near-term valuation effect. I classify the news as operationally neutral, with a slight positive bias toward stability because the company avoids an external search and potential culture clash.

MARRIOTT INTERNATIONAL INC /MD/ false 0001048286 0001048286 2025-07-11 2025-07-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 11, 2025

MARRIOTT INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		1-13881		52-2055918
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

7750 Wisconsin Avenue, Bethesda, Maryland				20814
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (301) 380-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Class A Common Stock, $0.01 par value		MAR		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 11, 2025, Kathleen K. Oberg, Chief Financial Officer and Executive Vice President, Development, of Marriott International, Inc. (“Marriott” or “the company”), notified Marriott of her intent to retire from the company. She intends to step down from her role as Chief Financial Officer and Executive Vice President, Development immediately following the date on which Marriott files its Annual Report on Form 10-K for fiscal year 2025 with the Securities and Exchange Commission and retire from the company on March 31, 2026.

On July 14, 2025, Marriott announced the appointment of Jennifer C. Mason as Executive Vice President and Chief Financial Officer of Marriott, effective upon Ms. Oberg’s stepping down as Chief Financial Officer. Ms. Mason, age 55, currently serves as the Global Officer, Treasurer and Risk Management for Marriott. Prior to her current role, which she has held since May 2022, she served as Marriott’s Chief Financial Officer, U.S. and Canada from 2016 to May 2022. Prior to these roles, Ms. Mason served as Senior Vice President, IT Business Partnership & Planning and Senior Vice President, Sales & Marketing Planning Support. In her first 16 years with Marriott, Ms. Mason held a number of positions of increasing responsibility in Internal Audit, Corporate Financial Planning & Analysis, Lodging Finance and Business Development. Ms. Mason earned her Bachelor of Science in Commerce with a concentration in finance from the University of Virginia, McIntire School of Commerce, and received her Master of Business Administration from The Wharton School, University of Pennsylvania.

Item 7.01. Regulation FD Disclosure.

A copy of the press release announcing the retirement of Ms. Oberg from the company, the appointment of Ms. Mason, and certain other company leadership appointments is furnished as Exhibit 99.1.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following exhibits are furnished with this report:

99.1		Press release issued on July 14, 2025.
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				MARRIOTT INTERNATIONAL, INC.
Date: July 14, 2025				By:		/s/ Rena Hozore Reiss
						Rena Hozore Reiss
						Executive Vice President and General Counsel

FAQ

Why is Marriott (MAR) filing this 8-K?

To disclose CFO Kathleen Oberg’s planned retirement and the appointment of Jennifer Mason as her successor under Item 5.02.

When will Kathleen Oberg step down as CFO?

Immediately after Marriott files its fiscal-2025 Form 10-K (early 2026 timeframe).

Who is Jennifer C. Mason and when does she become CFO?

Mason is Marriott’s current Treasurer & Risk head; she will become CFO on the same date Oberg steps down.

Does the leadership change affect Marriott’s financial statements?

No. The 8-K states no restatements or revisions; the disclosure is informational only.

Is Marriott providing updated earnings guidance with this filing?

No new guidance or financial data was included in the 8-K.

Where can investors find more details on the transition?

See Exhibit 99.1, the press release dated 14 July 2025, furnished with the 8-K.