Marriott (MAR) CFO Oberg receives 19,150 performance-based shares

Rhea-AI Filing Summary

Marriott International executive Kathleen K. Oberg, EVP & CFO, reported an equity award. On February 11, 2026, she acquired 19,150 shares of Class A common stock at $0.0000 per share through earned performance-based units under the company’s Stock and Cash Incentive Plan.

The filing shows these shares fully vested on that date after the compensation committee certified performance and continued employment conditions. Following the transaction, she directly owned 42,868.849 Class A shares, plus 10,745 Class A restricted stock units, 129.212 Class A shares in a 401(k) account, and 3,364 Class A shares held jointly with her spouse.

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

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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^*

Oberg Kathleen K.

(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)
	EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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	02/11/2026		A		19,150(1)	A	$0.0000	42,868.849	D
Class A Common - Restricted Stock Units								10,745	D
Class A Common Stock								129.212	I	401(k) account
Class A Common Stock								3,364	I	Jointly with spouse

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. Represents shares earned in connection with the performance-based units previously granted on February 16, 2023 pursuant to the Marriott International, Inc. Stock and Cash Incentive Plan. Shares were earned based upon the level of attainment of certain performance objectives and continued employment. These shares fully vested on February 11, 2026, following certification by the issuer's compensation committee.

	Andrew P.C. Wright, Attorney-in-Fact	02/13/2026
	** 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

What insider transaction did Marriott (MAR) report for EVP & CFO Kathleen Oberg?

Marriott reported that EVP & CFO Kathleen K. Oberg acquired 19,150 Class A shares at $0.0000 per share. The shares resulted from earned performance-based units that fully vested after the compensation committee certified performance and employment conditions on February 11, 2026.

How did Kathleen Oberg receive the 19,150 Marriott (MAR) shares?

Kathleen Oberg received 19,150 Class A shares through performance-based units granted under Marriott’s Stock and Cash Incentive Plan. The units were earned based on specified performance objectives and continued employment, then fully vested on February 11, 2026 after the compensation committee’s certification.

What is Kathleen Oberg’s Marriott (MAR) direct share ownership after this Form 4?

After the reported transaction, Kathleen Oberg directly owned 42,868.849 Marriott Class A shares. In addition, she held 10,745 Class A restricted stock units, 129.212 Class A shares in a 401(k) account, and 3,364 Class A shares jointly with her spouse, reflecting multiple ownership categories.

What performance conditions were tied to Kathleen Oberg’s Marriott (MAR) share award?

The 19,150 shares were earned from performance-based units granted February 16, 2023. They depended on achieving certain performance objectives and continued employment, and fully vested on February 11, 2026 after Marriott’s compensation committee certified that the applicable performance criteria were satisfied.

Does the Marriott (MAR) Form 4 show any insider share sales by Kathleen Oberg?

The Form 4 reports an acquisition of 19,150 Class A shares at $0.0000 through a performance-based equity award. It details her direct and indirect holdings, but the reported transaction code and data describe a grant or award, not an open-market sale of Marriott shares.

What indirect Marriott (MAR) holdings does Kathleen Oberg report on this Form 4?

Kathleen Oberg reports 129.212 Class A shares held indirectly in a 401(k) account and 3,364 Class A shares held jointly with her spouse. These positions are separate from her directly held 42,868.849 Class A shares and 10,745 Class A restricted stock units disclosed in the filing.