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Marriott International insider reports 2M-share distribution

A 2,000,000-share capital distribution within the Marriott family shifted holdings but left Juliana B. Marriott reporting over 20 million indirect MAR shares.

(Neutral)
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Form Type
4

Rhea-AI Filing Summary

Marriott Juliana B. reported disposition transactions in this Form 4 filing.

Marriott International Inc. (MAR) insider Juliana B. Marriott, a member of a 10% group, reported that on September 8, 2026, JWM Family Enterprises, Inc. made a capital distribution of 2,000,000 shares of Class A Common Stock to J.W. Marriott, Jr., with JWM Family Enterprises receiving no consideration and the transfer described as exempt to the transferee under Rule 16a-13. After this distribution, JWM Family Enterprises is reported as holding 20,027,118 shares indirectly attributed to Juliana B. Marriott, who disclaims beneficial ownership beyond her pecuniary interest. She also reports 14,101 shares held directly and 401,928 shares held indirectly through the JBM Marital Trust, with no Rule 10b5-1 trading plan reported.

Positive

  • None.

Negative

  • None.
Insider Marriott Juliana B.
Role Insider
Type Security Shares Price Value
Other Class A Common Stock F1, F2 2,000,000 $0.00 $0.00
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 20,027,118 shares (Indirect, By JWM Family Enterprises, Inc.); Class A Common Stock — 14,101 shares (Direct); Class A Common Stock — 401,928 shares (Indirect, JBM Marital Trust)
Footnotes (2)
  1. F1. Shares transferred as a capital distribution to Mr. J.W. Marriott, Jr. in a transaction exempt as to the transferee under Rule 16a-13. JWM Family Enterprises, Inc. did not receive any consideration in exchange for this capital distribution.
  2. F2. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.
Capital distribution shares 2,000,000 shares Class A Common Stock distributed on September 8, 2026 by JWM Family Enterprises, Inc. to J.W. Marriott, Jr.
Indirect holdings via JWM Family Enterprises, Inc. 20,027,118 shares Total Class A Common Stock reported as indirectly held following the September 8, 2026 transaction
Direct holdings 14,101 shares Class A Common Stock held directly by Juliana B. Marriott after the reported transactions on September 8, 2026
Indirect holdings via JBM Marital Trust 401,928 shares Class A Common Stock reported as indirectly held through the JBM Marital Trust after September 8, 2026
Transaction date September 8, 2026 Date of the capital distribution and reported holdings for Marriott International Class A Common Stock
capital distribution financial
"Shares transferred as a capital distribution to Mr. J.W. Marriott, Jr."
Rule 16a-13 regulatory
"in a transaction exempt as to the transferee under Rule 16a-13"
beneficial ownership financial
"The Reporting Person disclaims beneficial ownership of the reported securities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"except to the extent of her pecuniary interest therein"

FAQ

What transaction did Juliana B. Marriott report in this Form 4 for MAR?

She reported that on September 8, 2026, JWM Family Enterprises, Inc. made a capital distribution of 2,000,000 shares of Marriott International Class A Common Stock to J.W. Marriott, Jr., with no consideration received by JWM Family Enterprises for the distribution.

How many Marriott (MAR) shares does JWM Family Enterprises hold after the transaction?

After the capital distribution, JWM Family Enterprises, Inc. is reported as holding 20,027,118 shares of Marriott International Class A Common Stock, attributed as indirect ownership to Juliana B. Marriott subject to her pecuniary interest.

Were the reported MAR share transfers under a Rule 10b5-1 trading plan?

No. The filing indicates no Rule 10b5-1 trading plan; the document-level checkbox is not marked as an affirmative 10b5-1 plan, and the footnotes do not describe the transaction as pursuant to such a plan.

How many Marriott (MAR) shares does Juliana B. Marriott hold directly and through the JBM Marital Trust?

She reports 14,101 shares held directly and an additional 401,928 shares held indirectly through the JBM Marital Trust, in addition to the larger indirect position through JWM Family Enterprises, Inc.

How is the 2,000,000-share MAR distribution characterized for reporting purposes?

The 2,000,000-share transfer is characterized as a capital distribution from JWM Family Enterprises, Inc. to J.W. Marriott, Jr., with the footnote stating the transaction is exempt to the transferee under Rule 16a-13 and that no consideration was received.

Does Juliana B. Marriott claim full beneficial ownership of the reported MAR shares?

No. A footnote states that the reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest in them, qualifying how her indirect holdings should be interpreted.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Marriott Juliana B.

(Last)(First)(Middle)
7750 WISCONSIN AVENUE

(Street)
BETHESDA MARYLAND 20814

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
MARRIOTT INTERNATIONAL INC /MD/ [ MAR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
Officer (give title below)XOther (specify below)
Member of 10% Group
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/08/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock09/08/2026J(1)2,000,000D$0.000020,027,118IBy JWM Family Enterprises, Inc.(2)
Class A Common Stock14,101D
Class A Common Stock401,928IJBM Marital Trust
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Shares transferred as a capital distribution to Mr. J.W. Marriott, Jr. in a transaction exempt as to the transferee under Rule 16a-13. JWM Family Enterprises, Inc. did not receive any consideration in exchange for this capital distribution.
2. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.
Andrew P.C. Wright, Attorney-in-Fact09/10/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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