Marriott (MAR) executive granted equity; shares withheld to pay taxes

Rhea-AI Filing Summary

Marriott International executive Satyajit Anand reported a mix of equity grants and tax-related share withholdings. On February 13, 2026, he received 7,290 Stock Appreciation Rights and 2,538 restricted stock units, with the RSUs priced at $354.63 per share. These RSUs vest in three equal annual installments beginning on February 15, 2027. On February 17, 2026, the company withheld 1,031 restricted stock units and 2,118 shares of Class A common stock at $358.30 per share to cover taxes tied to vesting of RSUs and PSUs, a tax-withholding disposition rather than an open-market sale.

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
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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^*

Anand Satyajit

(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, EMEA

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		A		2,538(1)	A	$354.63	5,999	D
Class A Common - Restricted Stock Units	02/17/2026		F		1,031(2)	D	$358.3	3,809	D
Class A Common Stock	02/17/2026		F		2,118(3)	D	$358.3	27,717	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	$354.63	02/13/2026		A		7,290		(4)	02/13/2036	Class A Common Stock	7,290	$0.0000	7,290	D

Explanation of Responses:

1. The RSUs will vest in three equal annual installments beginning February 15, 2027.

2. Shares withheld by the Company to cover taxes associated with vesting of RSUs.

3. Shares withheld by the Company to cover taxes associated with vesting of PSUs.

4. Stock Appreciation Rights, settled in Class A Common Stock and vesting in three equal installments beginning on February 15, 2027 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 Satyajit Anand report?

Satyajit Anand reported equity grants and tax-related share withholdings. He received 7,290 Stock Appreciation Rights and 2,538 restricted stock units, and the company withheld 1,031 RSUs and 2,118 common shares to cover tax obligations tied to vesting awards.

Were Satyajit Anand’s Marriott (MAR) Form 4 disposals open-market sales?

No, the dispositions were tax withholdings, not open-market sales. Marriott withheld 1,031 RSUs and 2,118 common shares at $358.30 per share to satisfy tax liabilities from vesting RSUs and performance stock units, rather than selling shares in the market.

What equity awards did Satyajit Anand receive from Marriott (MAR)?

He received 7,290 Stock Appreciation Rights and 2,538 restricted stock units. The RSUs are tied to a reference price of $354.63 per share and vest in three equal annual installments starting February 15, 2027, aligning compensation with long-term company performance.

How do Satyajit Anand’s new Marriott (MAR) RSUs vest over time?

The newly granted restricted stock units vest in three equal installments. Vesting begins on February 15, 2027, and continues annually on the same date for two additional years, creating a multi-year incentive structure tied to continued employment and performance.

What are the terms of Satyajit Anand’s Marriott (MAR) Stock Appreciation Rights?

The Stock Appreciation Rights cover 7,290 units settled in Class A common stock. They vest in three equal installments starting February 15, 2027, with remaining portions vesting on each anniversary, linking potential value directly to Marriott’s future share price performance.

How many Marriott (MAR) shares did Satyajit Anand hold after the reported transactions?

After the February 17, 2026 tax withholdings, he held 3,809 restricted stock units and 27,717 shares of Class A common stock directly. These figures reflect his remaining equity position following the company’s share withholdings to cover associated tax obligations.