Marriott International (MAR) CEO granted 84,484 performance-based Class A shares

Rhea-AI Filing Summary

Marriott International President & CEO Anthony Capuano acquired 84,484 shares of Class A Common Stock on February 12, 2026 at a price of $0.0000 per share. These shares were earned from performance-based units granted on February 16, 2023 under the company’s Stock and Cash Incentive Plan, based on achievement of performance objectives and continued employment, and fully vested after board certification.

Following this grant, Capuano directly owns 208,551 shares of Class A Common Stock and holds 32,239 restricted stock units. He also has an indirect holding of 1,945.003 shares of Class A Common Stock through a 401(k) account.

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

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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^*

Capuano Anthony

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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 Stock	02/12/2026		A		84,484(1)	A	$0.0000	208,551	D
Class A Common - Restricted Stock Units								32,239	D
Class A Common Stock								1,945.003	I	401(k) account

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. Represents shares earned in connection with the performance-based units previously granted on February 16, 2023 pursuant to the Marriott International, Inc. Stock and Cash Incentive Plan. Shares were earned based upon the level of attainment of certain performance objectives and continued employment. These shares fully vested on February 12, 2026, following certification by the issuer's board of directors.

	Andrew P.C. Wright, Attorney-in-Fact	02/13/2026
	** 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 MAR President & CEO Anthony Capuano report?

Anthony Capuano reported acquiring 84,484 Marriott Class A shares. The shares were received at $0.0000 per share from performance-based units that vested after board certification, reflecting incentives tied to achieving predefined performance objectives and remaining employed with the company.

How many Marriott (MAR) shares does Anthony Capuano own after this transaction?

After the transaction, Anthony Capuano directly owns 208,551 Marriott Class A shares. In addition, he holds 32,239 restricted stock units and 1,945.003 Class A shares indirectly through a 401(k) account, representing multiple forms of equity-linked compensation and retirement holdings.

What was the price paid for the 84,484 Marriott shares acquired by Capuano?

The 84,484 Marriott Class A shares were acquired at $0.0000 per share. The shares came from previously granted performance-based units under the Stock and Cash Incentive Plan, meaning they were earned as compensation rather than purchased in the open market for cash.

What performance conditions were tied to Capuano’s 84,484-share award at Marriott (MAR)?

The 84,484 shares were earned based on performance objectives and continued employment. They stem from performance-based units granted on February 16, 2023, which vested on February 12, 2026 after the board of directors certified the level of attainment of those objectives.

How are Capuano’s indirect Marriott (MAR) share holdings structured?

Capuano indirectly holds 1,945.003 Marriott Class A shares through a 401(k) account. This is separate from his directly owned 208,551 shares and 32,239 restricted stock units, illustrating an additional retirement-plan-based equity position in the company.