Marriott (MAR) CEO Anthony Capuano sells 63,000 shares and covers taxes with stock

Rhea-AI Filing Summary

Marriott International President & CEO Anthony Capuano reported significant insider transactions in Class A common stock. On February 17, 2026, he sold a total of 63,000 shares of Marriott stock in open-market transactions at weighted average prices around $358–$360 per share. On the same date, the company withheld shares to cover taxes tied to the vesting of restricted stock units and performance stock units, as noted in the footnotes. Following these transactions, Capuano held 113,617 shares of Marriott Class A common stock directly and 1,945.003 shares indirectly through a 401(k) account.

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Insider trading analyst

CEO executes large stock sale and tax-related share withholdings.

Anthony Capuano, President & CEO of Marriott International, reported combined insider activity on February 17, 2026. He sold 63,000 shares of Class A common stock in open-market transactions, with weighted average prices near $358–$360 per share, as detailed in the pricing footnotes.

In addition, the company withheld shares to cover tax obligations associated with vesting restricted stock units and performance stock units, which is a non-cash method of paying taxes. These “F” code transactions are classified as tax-withholding dispositions, distinct from discretionary open-market selling.

After these moves, Capuano’s reported direct holdings were 113,617 Class A shares, and his indirect holdings through a 401(k) account were 1,945.003 shares. The filing does not provide context versus his prior overall wealth or company share base, so the ultimate significance for investors depends on how these levels compare in future disclosures.

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^*

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)
02/17/2026

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		8,071(1)	D	$358.3	28,040	D
Class A Common Stock	02/17/2026		S		4,788	D	$360.0052(2)	212,935	D
Class A Common Stock	02/17/2026		S		16,610	D	$358.4686(3)	196,325	D
Class A Common Stock	02/17/2026		F		41,106(4)	D	$358.3	155,219	D
Class A Common Stock	02/17/2026		S		41,602	D	$359.4338(5)	113,617	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. Shares withheld by the Company to cover taxes associated with vesting of RSUs.

2. Represents the weighted average sale price. The highest price at which shares were sold was $360.2400 and the lowest price at which shares were sold was $359.9050.

3. Represents the weighted average sale price. The highest price at which shares were sold was $358.8989 and the lowest price at which shares were sold was $357.9000.

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

5. Represents the weighted average sale price. The highest price at which shares were sold was $359.9044 and the lowest price at which shares were sold was $358.9046.

	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

How many Marriott (MAR) shares did CEO Anthony Capuano sell?

Anthony Capuano sold a total of 63,000 Marriott Class A common shares on February 17, 2026. These were reported as open-market sales at weighted average prices around $358–$360 per share, spread across several separate sale transactions.

At what prices did Marriott (MAR) CEO Anthony Capuano sell his shares?

Capuano’s reported open-market sales occurred at weighted average prices near $358–$360 per share. Footnotes show sale ranges, including highs up to $360.2400 and lows down to $357.9000, reflecting multiple trade executions within those price bands.

What Marriott (MAR) stock does CEO Anthony Capuano hold after these transactions?

After the February 17, 2026 transactions, Capuano held 113,617 shares of Marriott Class A common stock directly. He also reported indirect ownership of 1,945.003 shares through a 401(k) account, according to the Form 4 insider filing data.

Were any of Anthony Capuano’s Marriott (MAR) transactions tax-related?

Yes. Some entries are coded as “F” transactions, which the footnotes state were shares withheld by the company to cover taxes from the vesting of restricted stock units and performance stock units, rather than discretionary market sales for cash proceeds.

What types of Marriott (MAR) securities were involved in Capuano’s Form 4?

The Form 4 reports activity in Class A Common Stock and Class A Common – Restricted Stock Units. Open-market sales involved Class A common stock, while tax-withholding dispositions related to vested RSUs and PSUs where shares were withheld to satisfy tax obligations.