Marriott (NASDAQ: MAR) grants CFO Jennifer Mason SARs and RSUs

Rhea-AI Filing Summary

Marriott International executive vice president and CFO Jennifer Mason reported equity awards consisting of stock appreciation rights and restricted stock units tied to the company’s Class A common stock. She acquired 7,290 stock appreciation rights at a stated price of $0.00 per right and 2,538 restricted stock units valued at $354.63 per share equivalent.

The RSUs will vest in three equal annual installments beginning on February 15, 2027. The stock appreciation rights, which are settled in Class A common stock, will vest in three equal installments starting on February 15, 2027 and on each anniversary of that date. Following these awards, her directly held Class A common stock position is reported at 5,838.609 shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mason Jennifer

(Last) (First) (Middle)

7750 WISCONSIN AVENUE

(Street)

BETHESDA MD 20814

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MARRIOTT INTERNATIONAL INC /MD/ [ MAR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common - Restricted Stock Units	02/13/2026		A		2,538(1)	A	$354.63	8,514	D
Class A Common Stock								5,838.609	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Appreciation Rights	$354.63	02/13/2026		A		7,290		(2)	02/13/2036	Class A Common Stock	7,290	$0.0000	7,290	D

Explanation of Responses:

1. The RSUs will vest in three equal annual installments beginning February 15, 2027.

2. Stock Appreciation Rights, settled in Class A Common Stock and vesting in three equal installments beginning on February 15, 2027 and thereafter on the anniversary of that date.

	Andrew P.C. Wright, Attorney-in-Fact	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did Marriott (MAR) CFO Jennifer Mason report?

Jennifer Mason reported equity awards, not open-market trades. She received 7,290 stock appreciation rights and 2,538 restricted stock units tied to Marriott’s Class A common stock as part of her compensation on February 13, 2026.

How many stock appreciation rights did Marriott (MAR) grant to its CFO?

Marriott granted Jennifer Mason 7,290 stock appreciation rights. These rights are settled in Class A common stock and vest in three equal installments beginning February 15, 2027 and then on each anniversary of that date, subject to continued service conditions.

What restricted stock unit (RSU) award did the Marriott (MAR) CFO receive?

Jennifer Mason received 2,538 restricted stock units of Class A common stock at a reference price of $354.63 per share. The RSUs will vest in three equal annual installments starting on February 15, 2027, aligning with a multi-year incentive structure.

When do Jennifer Mason’s Marriott (MAR) RSUs and SARs start vesting?

Both awards begin vesting on February 15, 2027. The RSUs vest in three equal annual installments, while the stock appreciation rights vest in three equal installments starting February 15, 2027 and on each anniversary, creating a staggered long-term incentive.

How many Marriott (MAR) Class A shares does the CFO hold after these awards?

After these reported transactions, Jennifer Mason’s directly held Class A common stock position is 5,838.609 shares. This figure reflects her reported ownership in Marriott stock separate from the new stock appreciation rights and restricted stock unit awards.

Were Jennifer Mason’s Marriott (MAR) Form 4 transactions buys or grants?

The reported transactions are grants, not market purchases or sales. The Form 4 classifies them as awards, with transaction code A, indicating acquisitions through compensation grants of stock appreciation rights and restricted stock units rather than open-market trading activity.