Marriott (MAR) EVP Hill has 560 RSU shares withheld to cover tax bill

Rhea-AI Filing Summary

Marriott International EVP David Shawn Hill reported a Form 4 transaction reflecting tax-related share withholding. On the vesting of restricted stock units, 560 Class A common shares were withheld by the company at $358.30 per share to cover associated taxes. Following this tax-withholding disposition, Hill directly holds 5,214 Class A common RSU-linked shares and 1,910 shares of Class A common 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

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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^*

Hill David Shawn

(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. Development 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		560(1)	D	$358.3	5,214	D
Class A Common Stock								1,910	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).
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FAQ

What insider transaction did MAR EVP David Shawn Hill report on this Form 4?

David Shawn Hill reported a tax-related share withholding tied to vesting RSUs. The company withheld 560 Class A common shares at $358.30 per share to satisfy tax obligations, rather than an open-market sale or purchase of Marriott International (MAR) stock.

How many Marriott (MAR) shares were withheld for David Shawn Hill’s taxes?

A total of 560 Class A common shares were withheld to cover taxes. These shares were valued at $358.30 per share, and the withholding occurred in connection with the vesting of restricted stock units granted to David Shawn Hill as part of his compensation.

Is David Shawn Hill’s Form 4 transaction a traditional stock sale of MAR shares?

No, the filing describes a tax-withholding disposition, not an open-market sale. Shares were retained by the company to cover income tax on vested RSUs, a common administrative mechanism in equity compensation rather than a discretionary decision to sell Marriott International (MAR) shares.

How many Marriott (MAR) RSU-related shares does David Shawn Hill hold after this filing?

After the tax-withholding disposition, David Shawn Hill directly holds 5,214 Class A common shares associated with restricted stock units. This figure reflects his remaining equity from RSU awards following the withholding of 560 shares to satisfy the vesting-related tax obligation.

What is David Shawn Hill’s direct Class A common stock holding in Marriott (MAR)?

The Form 4 indicates a direct holding of 1,910 shares of Marriott International Class A common stock. This position is reported separately from the 5,214 shares tied to restricted stock units and reflects his straightforward stock ownership following the reported RSU vesting event.

What does transaction code F mean in David Shawn Hill’s Marriott Form 4?

Transaction code F indicates payment of a tax liability using shares rather than cash. In this case, Marriott withheld 560 Class A common shares from David Shawn Hill’s vesting RSUs to satisfy taxes, an automatic administrative step rather than a market sale transaction.