Marriott (MAR) CAO Felitia Lee has shares withheld to cover RSU taxes

Rhea-AI Filing Summary

Marriott International reported an insider tax-related share transaction by its Controller and Chief Accounting Officer, Felitia Lee. On February 17, 2026, 745 Class A shares tied to restricted stock units were disposed of to cover taxes upon RSU vesting, a non‑open‑market withholding. After this, Lee directly held 3,646 Class A shares of Marriott stock.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Lee Felitia

(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)
	Controller and CAO

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		F		745(1)	D	$358.3	3,646	D
Class A Common Stock								6,369.7386	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

Explanation of Responses:

1. Shares withheld by the Company to cover taxes associated with vesting of RSUs.

	Andrew P.C. Wright, Attorney-in-Fact	02/19/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Marriott (MAR) officer Felitia Lee report in this Form 4?

Felitia Lee reported a tax-related share disposition connected to restricted stock units. On February 17, 2026, 745 Class A shares were withheld by Marriott to cover taxes due at RSU vesting, rather than sold on the open market.

How many Marriott (MAR) shares were disposed of for taxes by Felitia Lee?

The filing shows 745 Class A shares were disposed of for tax withholding. These shares were withheld by Marriott to satisfy tax obligations when restricted stock units vested, instead of being retained as additional directly held stock by the officer.

Was Felitia Lee’s Marriott (MAR) Form 4 transaction an open-market sale?

No, the transaction was not an open-market sale. The Form 4 describes a tax-withholding disposition, where 745 shares were withheld by Marriott to cover taxes associated with the vesting of restricted stock units granted to the officer.

How many Marriott (MAR) shares does Felitia Lee hold after this Form 4 event?

After the tax-withholding disposition, Felitia Lee directly holds 3,646 Class A shares related to restricted stock units. A separate line in the filing reports 6,369.7386 directly held Class A common shares, reflecting overall direct ownership following the reported transactions.

What role does Felitia Lee hold at Marriott (MAR) in this Form 4?

The Form 4 identifies Felitia Lee as an officer of Marriott, serving as Controller and Chief Accounting Officer. This executive role explains why her equity compensation and related tax-withholding share dispositions must be publicly reported under insider reporting requirements.

What does transaction code F mean in the Marriott (MAR) Form 4?

Transaction code F indicates a tax-related disposition of shares. In this case, it reflects shares withheld by Marriott to pay taxes due upon vesting of restricted stock units, rather than a discretionary purchase or sale in the open market by the officer.