Marriott (NASDAQ: MAR) director receives stock and SAR grants

Rhea-AI Filing Summary

Marriott International director Horacio Rozanski reported receiving equity-based compensation. He was granted 670 shares of Class A common stock under a director deferred stock compensation plan, which will vest on a daily pro-rata basis over the 12 months following the grant and be distributed after his Board service ends.

He was also granted 663 stock appreciation rights tied to an equal number of Class A common shares, with an exercise price of $350.84 per share. These SARs are fully vested and will be exercisable on the last business day immediately before the next annual stockholder meeting. Following these awards, Rozanski directly holds 5,853 common shares and 663 SARs.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider ROZANSKI HORACIO

Role null

Type	Security	Shares	Price	Value
Grant/Award	Stock Appreciation Rights	663	$0.00	--
Grant/Award	Class A Common Stock-Dir. Def. Stock Comp Plan-1	670	$0.00	--

Holdings After Transaction: Stock Appreciation Rights — 663 shares (Direct, null); Class A Common Stock-Dir. Def. Stock Comp Plan-1 — 5,853 shares (Direct, null)

Footnotes (1)

1. The shares will vest on a daily pro-rata basis over the twelve (12) month period following the grant and be distributed following termination of service as a Board member. Board retainer fee received in the form of SARs. The SARs are fully vested and will be exercisable on the last business day immediately preceding the next annual meeting of stockholders.

Key Figures

Deferred stock grant: 670 shares Shares held after grant: 5,853 shares Stock appreciation rights granted: 663 SARs +2 more

5 metrics

Deferred stock grant 670 shares Class A Common Stock under director deferred stock compensation plan

Shares held after grant 5,853 shares Class A Common Stock held directly after transactions

Stock appreciation rights granted 663 SARs Derivative award linked to 663 Class A Common shares

SAR exercise price $350.84 per share Conversion or exercise price for granted stock appreciation rights

SAR expiration May 11, 2036 Expiration date of stock appreciation rights award

Key Terms

Stock Appreciation Rights, deferred stock compensation plan, vest on a daily pro-rata basis, exercise price

4 terms

Stock Appreciation Rights financial

"Board retainer fee received in the form of SARs."

Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.

deferred stock compensation plan financial

"Class A Common Stock-Dir. Def. Stock Comp Plan-1"

vest on a daily pro-rata basis financial

"The shares will vest on a daily pro-rata basis over the twelve (12) month period"

exercise price financial

"conversion_or_exercise_price: "350.8400""

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 05/13/2026 - 05:19 PM Accepted by SEC EDGAR 05/13/2026 - 05:18 PM Learn about SEC filing dates

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^*

ROZANSKI HORACIO

(Last) (First) (Middle)

7750 WISCONSIN AVENUE

(Street)

BETHESDA MARYLAND 20814

(City) (State) (Zip)

UNITED STATES

(Country)

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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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-Dir. Def. Stock Comp Plan-1	05/11/2026		A		670(1)	A	$0.0000	5,853	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	$350.84	05/11/2026		A		663		(2)	05/11/2036	Class A Common Stock	663	$0.0000	663	D

Explanation of Responses:

1. The shares will vest on a daily pro-rata basis over the twelve (12) month period following the grant and be distributed following termination of service as a Board member.

2. Board retainer fee received in the form of SARs. The SARs are fully vested and will be exercisable on the last business day immediately preceding the next annual meeting of stockholders.

	Andrew P.C. Wright, Attorney-in-Fact	05/13/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Marriott (MAR) director Horacio Rozanski receive in this Form 4?

Horacio Rozanski received 670 shares of deferred Class A common stock and 663 stock appreciation rights. Both are compensation awards for his Board service, rather than open-market trades, and add to his overall equity-based stake in Marriott International.

How do the 670 deferred stock shares for MAR’s director vest?

The 670 deferred stock shares vest on a daily pro-rata basis over twelve months after the grant. They will be distributed only after Rozanski’s service as a Marriott Board member ends, aligning his compensation with ongoing Board tenure and long-term company performance.

What are the key terms of the 663 stock appreciation rights granted at Marriott (MAR)?

Rozanski received 663 stock appreciation rights linked to 663 Class A common shares with a $350.84 exercise price. These SARs are fully vested and become exercisable on the last business day immediately before Marriott’s next annual meeting of stockholders, then expire in 2036.

Did Horacio Rozanski buy or sell Marriott (MAR) shares in the market?

No market purchases or sales are reported here. The Form 4 shows compensation-related grants: deferred stock and stock appreciation rights. These awards increase his exposure to Marriott’s equity without reflecting an open-market trading decision to buy or sell existing shares.

How many Marriott (MAR) shares does Horacio Rozanski hold after these grants?

After the reported transactions, Rozanski directly holds 5,853 shares of Marriott Class A common stock and 663 stock appreciation rights. These positions reflect equity compensation for his role as a director, as shown in this Form 4 filing with the Securities and Exchange Commission.