Marriott insider reports 2M-share family transfer
Director David S. Marriott reports a 2,000,000‑share capital distribution within family entities, leaving 20,027,118 shares held indirectly through JWM Family Enterprises.
Rhea-AI Filing Summary
Marriott David S reported disposition transactions in this Form 4 filing.
MARRIOTT INTERNATIONAL INC (MAR) reported that director David S. Marriott, through affiliated entity JWM Family Enterprises, recorded an internal reallocation involving 2,000,000 Class A Common shares on September 8, 2026. The shares were transferred as a capital distribution to J.W. Marriott, Jr. in a transaction described as exempt to the transferee under Rule 16a-13, and JWM Family Enterprises received no consideration. Following this transaction, JWM Family Enterprises is shown holding 20,027,118 Class A shares indirectly, while David S. Marriott is also reported with 591,721 shares held directly and 1,224 units under a director deferred stock compensation plan, plus additional indirect holdings through various trusts and family accounts; he disclaims beneficial ownership of these reported securities except to the extent of his pecuniary interest. No Rule 10b5-1 trading plan is indicated.
Positive
- None.
Negative
- None.
Insider Trade Summary
Other: 2,000,000 shares
Other
22 txns
Insider
Marriott David S
Role
Director
| 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-Dir. Def. Stock Comp Plan-1 | -- | -- | -- |
| holding | Class A Common Stock F2 | -- | -- | -- |
| holding | Class A Common Stock F2 | -- | -- | -- |
| holding | Class A Common Stock F2 | -- | -- | -- |
| holding | Class A Common Stock F2 | -- | -- | -- |
| holding | Class A Common Stock F2 | -- | -- | -- |
| holding | Class A Common Stock F2 | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock F2 | -- | -- | -- |
| holding | Class A Common Stock F2 | -- | -- | -- |
| holding | Class A Common Stock F2 | -- | -- | -- |
| holding | Class A Common Stock F2 | -- | -- | -- |
| holding | Class A Common Stock F2 | -- | -- | -- |
| holding | Class A Common Stock F2 | -- | -- | -- |
| holding | Class A Common Stock F2 | -- | -- | -- |
| holding | Class A Common Stock F2 | -- | -- | -- |
| holding | Class A Common Stock F2 | -- | -- | -- |
| holding | Class A Common Stock F2 | -- | -- | -- |
| holding | Class A Common Stock F2 | -- | -- | -- |
| holding | Class A Common Stock F2 | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 20,027,118 shares (Indirect, JWM Family Enterprises);
Class A Common Stock — 591,721 shares (Direct);
Class A Common Stock-Dir. Def. Stock Comp Plan-1 — 1,224 shares (Direct);
Class A Common Stock — 670,536 shares (Indirect, By 1974 Trust);
Class A Common Stock — 122 shares (Indirect, By Child 1);
Class A Common Stock — 122 shares (Indirect, By Child 2);
Class A Common Stock — 9,087 shares (Indirect, By Spouse);
Class A Common Stock — 285,883 shares (Indirect, By Trust);
Class A Common Stock — 221,678 shares (Indirect, By Trust for Steven Garff Marriott's Descendants);
Class A Common Stock — 240,000 shares (Indirect, Generations Trust);
Class A Common Stock — 401,928 shares (Indirect, JBM Marital Trust);
Class A Common Stock — 75,000 shares (Indirect, JWM III Generations Trusts);
Class A Common Stock — 251,000 shares (Indirect, JWM Insurance Trust);
Class A Common Stock — 36,369 shares (Indirect, Trustee 1 of Trust f/b/o his child);
Class A Common Stock — 50,928 shares (Indirect, Trustee 10 AEM2);
Class A Common Stock — 24,001 shares (Indirect, Trustee 2 of Trust f/b/o his child);
Class A Common Stock — 16,240 shares (Indirect, Trustee 3 of Trust f/b/o his child);
Class A Common Stock — 8,710 shares (Indirect, Trustee 4 of Trust f/b/o his child);
Class A Common Stock — 13,220 shares (Indirect, Trustee 7 JRM1);
Class A Common Stock — 42,837 shares (Indirect, Trustee 8 JRM2);
Class A Common Stock — 16,682 shares (Indirect, Trustee 9 AEM1);
Class A Common Stock — 230,390 shares (Indirect, Trustee DSM Descendant)
Footnotes (2)
- 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.
- F2. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
Key Figures
Capital distribution shares: 2,000,000 shares
Indirect holdings via JWM Family Enterprises: 20,027,118 shares
Direct holdings: 591,721 shares
+4 more
7 metrics
Capital distribution shares
2,000,000 shares
Class A Common Stock transferred as a capital distribution on September 8, 2026
Indirect holdings via JWM Family Enterprises
20,027,118 shares
Class A Common Stock reported as held indirectly after the transaction
Direct holdings
591,721 shares
Class A Common Stock held directly by David S. Marriott after the reported date
Deferred stock compensation units
1,224 units
Director deferred stock compensation plan holdings reported as Class A Common Stock-Dir. Def. Stock Comp Plan-1
Indirect holdings by 1974 Trust
670,536 shares
Class A Common Stock reported as held indirectly by 1974 Trust
Indirect holdings by spouse
9,087 shares
Class A Common Stock reported as held indirectly by spouse
Indirect holdings by JWM Insurance Trust
251,000 shares
Class A Common Stock reported as held indirectly by JWM Insurance Trust
Key Terms
capital distribution, Rule 16a-13, beneficial ownership, pecuniary interest
4 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"
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 his pecuniary interest therein"
FAQ
What transaction involving MAR stock did David S. Marriott report on this Form 4?
The filing reports that 2,000,000 shares of Marriott International Class A Common Stock were transferred as a capital distribution from JWM Family Enterprises, Inc. to J.W. Marriott, Jr. on September 8, 2026, categorized as an “other acquisition or disposition.”
Does this MAR Form 4 indicate use of a Rule 10b5-1 trading plan?
No. The filing’s Rule 10b5-1 checkbox is not marked as an affirmative plan, and the footnotes describe the transfer as a capital distribution exempt to the transferee under Rule 16a-13, without referencing any Rule 10b5-1 trading arrangement.
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