Marriott International (MAR) executive reports SAR exercises and share sale

Rhea-AI Filing Summary

Marriott International executive Rajeev Menon reported multiple equity transactions involving Class A Common Stock and Stock Appreciation Rights on February 18, 2026. He exercised several Stock Appreciation Rights to acquire shares, had portions of the underlying stock withheld to cover exercise price and taxes, and sold 6,333 shares in an open-market transaction at $356.6101 per share.

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^*

Menon Rajeev

(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)
	President, APEC

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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 Stock	02/18/2026		M		4,992	A	$177.55	17,325	D
Class A Common Stock	02/18/2026		M		2,298	A	$238.87	19,623	D
Class A Common Stock	02/18/2026		M		1,240	A	$286.82	20,863	D
Class A Common Stock	02/18/2026		F(1)		1,002	D	$355.18	19,861	D
Class A Common Stock	02/18/2026		F(2)		1,548	D	$354.8	18,313	D
Class A Common Stock	02/18/2026		F(3)		2,488	D	$356.27	15,825	D
Class A Common Stock	02/18/2026		S		6,333	D	$356.6101	9,492	D
Class A Common - Restricted Stock Units								2,456	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
Stock Appreciation Rights	$286.82	02/18/2026		M			1,240	(4)	02/14/2035	Class A Common Stock	1,240	$355.18	2,480	D
Stock Appreciation Rights	$238.87	02/18/2026		M			2,298	(5)	02/15/2034	Class A Common Stock	2,298	$354.8	1,149	D
Stock Appreciation Rights	$177.55	02/18/2026		M			4,992	(6)	02/16/2033	Class A Common Stock	4,992	$356.27	0.0000	D

Explanation of Responses:

1. The Reporting Person received a net of 238 shares of common stock upon the exercise of 1,240 Stock Appreciation Rights ("SARs"). A total of 1,002 shares of common stock underlying such SARs were withheld in payment of the exercise price.

2. The Reporting Person received a net of 750 shares of common stock upon the exercise of 2,298 Stock Appreciation Rights ("SARs"). A total of 1,548 shares of common stock underlying such SARs were withheld in payment of the exercise price.

3. The Reporting Person received a net of 2,504 shares of common stock upon the exercise of 4,992 Stock Appreciation Rights ("SARs"). A total of 2,488 shares of common stock underlying such SARs were withheld in payment of the exercise price.

4. Stock Appreciation Rights granted on 2/14/2025 that vest in three equal installments beginning on February 15, 2026 and thereafter on the anniversary of that date.

5. Stock Appreciation Rights granted on 2/15/2024 that vest in three equal installments beginning on February 15, 2025 and thereafter on the anniversary of that date.

6. Stock Appreciation Rights granted on 2/16/2023 that vest in three equal installments beginning on February 15, 2024 and thereafter on the anniversary of that date.

	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.
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FAQ

What insider transactions did Marriott (MAR) executive Rajeev Menon report?

Rajeev Menon reported a mix of equity transactions, including exercising Stock Appreciation Rights to acquire Marriott Class A Common Stock and selling shares. He also had shares withheld to cover exercise price and tax liabilities, reflecting compensation-related activity rather than purely discretionary open-market buying.

How many Marriott (MAR) shares did Rajeev Menon sell in the market?

Rajeev Menon sold 6,333 shares of Marriott Class A Common Stock in an open-market transaction. The reported sale price was $356.6101 per share, indicating a sizable discretionary sale alongside compensation-related exercises and tax-withholding dispositions recorded on the same date.

What does the tax-withholding disposition mean in Rajeev Menon’s Marriott (MAR) filing?

Tax-withholding dispositions use shares to pay exercise price or taxes instead of cash. In this filing, several "F"-coded transactions reflect shares withheld from Stock Appreciation Rights exercises to satisfy obligations, rather than traditional open-market selling for investment or portfolio reasons.

How did Stock Appreciation Rights affect Rajeev Menon’s Marriott (MAR) holdings?

Menon exercised multiple Stock Appreciation Rights grants, receiving Marriott common shares and reducing related derivative balances. Footnotes show each exercise produced net shares after withholding, illustrating how equity-based compensation converted into direct stock ownership while still triggering some share dispositions for payment obligations.

What do the footnotes in Rajeev Menon’s Marriott (MAR) Form 4 explain?

The footnotes detail how many Marriott shares Menon received net from each Stock Appreciation Rights exercise and how many were withheld. For example, one exercise yielded 238 net shares while 1,002 shares were withheld, clarifying the mechanics behind the reported acquisition and disposition entries.

What role does Rajeev Menon hold at Marriott (MAR) in this insider report?

In this insider report, Rajeev Menon is listed as an officer of Marriott with the title "President, APEC." This indicates he is a senior executive, so his equity transactions reflect both compensation-related activity and personal portfolio decisions within Marriott’s leadership team.