Marriott (MAR) CFO Jennifer Mason has shares withheld to cover RSU taxes

Rhea-AI Filing Summary

Marriott International EVP & CFO Jennifer Mason reported a routine tax-related share disposition. On February 17, 2026, 934 shares of Class A common stock underlying restricted stock units were withheld by the company at $358.30 per share to cover taxes upon RSU vesting. After this, Mason directly held 5,669 restricted stock units and 7,749.609 shares of Class A common stock.

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^*

Mason Jennifer

(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)
02/17/2026

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		934(1)	D	$358.3	5,669	D
Class A Common Stock								7,749.609	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 withheld by the Company to cover taxes associated with vesting of RSUs.

	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).
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FAQ

What insider transaction did Marriott (MAR) EVP & CFO Jennifer Mason report?

Jennifer Mason reported a tax-withholding disposition related to restricted stock units. On February 17, 2026, 934 shares of Marriott Class A common stock were withheld by the company to cover taxes due when her RSUs vested.

Was Jennifer Mason’s Form 4 transaction in Marriott (MAR) an open-market stock sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Marriott withheld 934 shares of Class A common stock to satisfy tax obligations tied to restricted stock units that vested on February 17, 2026.

At what price were the shares withheld in Jennifer Mason’s Marriott (MAR) Form 4 filing?

The shares were withheld at a price of $358.30 per share. This price applies to the 934 withheld shares of Marriott Class A common stock used to cover taxes on the vesting of Jennifer Mason’s restricted stock units.

How many Marriott (MAR) shares did Jennifer Mason hold after the reported Form 4 transaction?

Following the transaction, Jennifer Mason directly held 5,669 restricted stock units and 7,749.609 shares of Marriott Class A common stock. These figures reflect her ownership after the company withheld shares for RSU-related tax obligations.

What does transaction code F mean in Jennifer Mason’s Marriott (MAR) Form 4?

Transaction code F indicates a payment of tax liability by delivering securities. In this case, Marriott withheld 934 shares of Class A common stock from Jennifer Mason’s RSU vesting to satisfy her associated tax obligations.

Does the Jennifer Mason Form 4 suggest a change in her investment view on Marriott (MAR)?

The filing reflects a routine tax-withholding event, not a discretionary stock sale. Shares were withheld automatically when restricted stock units vested, which is a common administrative mechanism and does not, by itself, indicate a change in investment outlook.