Marriott (NASDAQ: MAR) EVP covers equity award taxes via share withholding

Rhea-AI Filing Summary

Marriott International executive Peggy Roe reported share dispositions that were solely to cover taxes on equity awards. On February 17, 2026, the EVP & Chief Customer Officer had 1,220 restricted stock units tied to Class A common stock and 2,910 shares of Class A common stock withheld by the company at $358.30 per share to satisfy tax obligations upon vesting of RSUs and performance stock units. After these tax-withholding dispositions, she directly owned 3,325 restricted stock units and 22,827 shares of Class A common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Roe Peggy

Role EVP & Chf. Customer Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common - Restricted Stock Units	1,220	$358.30	$437K
Tax Withholding	Class A Common Stock	2,910	$358.30	$1.04M

Holdings After Transaction: Class A Common - Restricted Stock Units — 3,325 shares (Direct); Class A Common Stock — 22,827 shares (Direct)

Footnotes (1)

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

Form 4 Insider Transactions: What Each Field Means →

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^*

Roe Peggy

(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 & Chf. Customer Officer

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		1,220(1)	D	$358.3	3,325	D
Class A Common Stock	02/17/2026		F		2,910(2)	D	$358.3	22,827	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.

2. Shares withheld by the Company to cover taxes associated with vesting of PSUs.

	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 insider transaction did Peggy Roe report at Marriott (MAR)?

Peggy Roe reported share dispositions used to cover taxes on equity vesting. The company withheld restricted stock units and common shares rather than executing an open-market sale, reflecting a non-cash tax-withholding mechanism tied to RSU and performance stock unit awards.

How many Marriott shares were withheld for Peggy Roe’s tax obligations?

Marriott withheld 1,220 restricted stock units and 2,910 shares of Class A common stock. These withholdings covered taxes associated with the vesting of restricted stock units and performance stock units, rather than representing discretionary buying or selling activity in the open market.

At what price were Peggy Roe’s Marriott shares valued for withholding?

The withheld restricted stock units and common shares were valued at $358.30 per share. This price was used to determine how many units and shares Marriott needed to retain to satisfy Peggy Roe’s tax liabilities upon vesting of the RSUs and performance stock units.

What is Peggy Roe’s Marriott share ownership after these transactions?

Following the tax-withholding dispositions, Peggy Roe directly owned 3,325 restricted stock units and 22,827 shares of Class A common stock. These holdings reflect her remaining equity position after Marriott retained a portion of awards to cover related tax obligations.

What does transaction code F mean in Peggy Roe’s Marriott Form 4?

Transaction code F indicates shares were used to pay exercise price or taxes. In this case, Marriott withheld restricted stock units and common shares to cover taxes due at vesting of RSUs and performance stock units, not as an elective market sale by Peggy Roe.