Marriott trust distributes 2M shares to J.W. Marriott

A trust associated with Marriott insiders reallocated 2,000,000 MAR shares as a non-cash capital distribution, reflecting an internal ownership shift rather than a market sale.

Rhea-AI Filing Summary

MARRIOTT INTERNATIONAL INC (MAR) reported an internal equity restructuring involving the Juliana B. Marriott Marital Trust. On September 8, 2026, an entity associated with the trust, JWM Family Enterprises, Inc., disposed of 2,000,000 shares of Class A Common Stock as a capital distribution to J.W. Marriott, Jr., with no consideration received. After this transaction, JWM Family Enterprises, Inc. remained the indirect holder of 20,027,118 shares for the reporting person, and the trust also held 401,928 shares directly. The trust disclaims beneficial ownership except to the extent of its pecuniary interest, and no Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Other: 2,000,000 shares

Other 2 txns

Insider Juliana B. Marriott Marital Trust

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	--	--	--

Holdings After Transaction: Class A Common Stock — 20,027,118 shares (Indirect, By JWM Family Enterprises, Inc.); Class A Common Stock — 401,928 shares (Direct)

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.

Key Figures

Shares disposed as capital distribution: 2,000,000 shares Indirect holdings after transaction: 20,027,118 shares Direct holdings after transaction: 401,928 shares +1 more

4 metrics

Shares disposed as capital distribution 2,000,000 shares Class A Common Stock distributed on September 8, 2026

Indirect holdings after transaction 20,027,118 shares Class A Common Stock held indirectly via JWM Family Enterprises, Inc.

Direct holdings after transaction 401,928 shares Class A Common Stock held directly by Juliana B. Marriott Marital Trust

Transaction price per share $0.00 No consideration received for capital distribution of 2,000,000 shares

Key Terms

capital distribution, Rule 16a-13, pecuniary interest

3 terms

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"

pecuniary interest financial

"except to the extent of her pecuniary interest therein"

FAQ

What insider transaction did MAR report for the Juliana B. Marriott Marital Trust?

On September 8, 2026, an entity associated with the Juliana B. Marriott Marital Trust, JWM Family Enterprises, Inc., made a capital distribution of 2,000,000 MAR shares of Class A Common Stock to J.W. Marriott, Jr., with no consideration received for the distribution.

How many MAR shares did JWM Family Enterprises, Inc. hold after the September 8, 2026 transaction?

Following the capital distribution, JWM Family Enterprises, Inc. is reported as indirectly holding 20,027,118 MAR shares of Class A Common Stock for the Juliana B. Marriott Marital Trust, reflecting its remaining position after disposing of 2,000,000 shares.

Does the Juliana B. Marriott Marital Trust hold any MAR shares directly?

Yes. As of the holdings reported with this filing, the Juliana B. Marriott Marital Trust directly holds 401,928 MAR shares of Class A Common Stock, in addition to the indirect holdings reported through JWM Family Enterprises, Inc.

Was the 2,000,000-share MAR transaction a market sale?

No. The 2,000,000-share transaction was a capital distribution from JWM Family Enterprises, Inc. to J.W. Marriott, Jr. The filing states that JWM Family Enterprises, Inc. did not receive any consideration, and the transaction is described as exempt to the transferee under Rule 16a-13.

Did the reporting person claim full beneficial ownership of the MAR shares?

No. The Juliana B. Marriott Marital Trust disclaims beneficial ownership of the reported MAR securities except to the extent of its pecuniary interest, according to the footnote included with the Form 4 filing.

Was the MAR insider transaction made under a Rule 10b5-1 trading plan?

No. The filing indicates that the Rule 10b5-1 checkbox is not affirmed, and there is no Rule 10b5-1 trading plan reported in connection with the September 8, 2026 capital distribution of 2,000,000 MAR shares.

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Available on EDGAR 09/10/2026 - 06:23 PM Accepted by SEC EDGAR 09/10/2026 - 06:23 PM Learn about SEC filing dates

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^*

Juliana B. Marriott Marital Trust

(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)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Member of a 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/08/2026		J(1)		2,000,000	D	$0.0000	20,027,118	I	By JWM Family Enterprises, Inc.(2)
Class A Common Stock								401,928	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 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-Fact	09/10/2026
	** 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.
* Form 4: SEC 1474 (03-26)