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Marriott International (MAR) CEO granted RSUs and stock appreciation rights

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Capuano Anthony reported acquisition or exercise transactions in this Form 4 filing.

Marriott International President & CEO Anthony Capuano reported equity awards. He was granted 37,461 Stock Appreciation Rights and 13,044 Class A common stock Restricted Stock Units at $354.63 per share on February 13, 2026, increasing his direct ownership.

The RSUs will vest in three equal annual installments beginning on February 15, 2027. The Stock Appreciation Rights are settled in Class A common stock and vest in three equal installments starting February 15, 2027 and on each anniversary. Following these awards, his direct Class A common stock holdings were 208,551 shares, plus 1,945.003 shares held indirectly in a 401(k) account.

Positive

  • None.

Negative

  • None.
Insider Capuano Anthony
Role President & CEO
Type Security Shares Price Value
Grant/Award Stock Appreciation Rights 37,461 $0.00 --
Grant/Award Class A Common - Restricted Stock Units 13,044 $354.63 $4.63M
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Stock Appreciation Rights — 37,461 shares (Direct); Class A Common - Restricted Stock Units — 45,283 shares (Direct); Class A Common Stock — 208,551 shares (Direct); Class A Common Stock — 1,945.003 shares (Indirect, 401(k) account)
Footnotes (1)
  1. The RSUs will vest in three equal annual installments beginning February 15, 2027. 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.
Form 4 Insider Transactions: What Each Field Means →
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*
Capuano Anthony
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
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 13,044(1) A $354.63 45,283 D
Class A Common Stock 208,551 D
Class A Common Stock 1,945.003 I 401(k) account
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 37,461 (2) 02/13/2036 Class A Common Stock 37,461 $0.0000 37,461 D
Explanation of Responses:
1. The RSUs will vest in three equal annual installments beginning February 15, 2027.
2. 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 02/18/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Marriott (MAR) report for Anthony Capuano?

Anthony Capuano reported equity awards, not open-market trades. He received 37,461 Stock Appreciation Rights and 13,044 Restricted Stock Units, both granted on February 13, 2026, as part of his compensation package.

How many Restricted Stock Units were granted to the Marriott (MAR) CEO?

Marriott’s CEO received 13,044 Restricted Stock Units of Class A common stock at $354.63 per share. These units represent share-based compensation that vests over time rather than an immediate cash or stock purchase.

What are the vesting terms of the Marriott (MAR) CEO’s new RSUs?

The CEO’s RSUs vest in three equal annual installments starting February 15, 2027. This means one-third of the 13,044 units vests each year, aligning his compensation with longer-term company performance.

How do the Marriott (MAR) Stock Appreciation Rights for the CEO vest?

The 37,461 Stock Appreciation Rights vest in three equal installments beginning on February 15, 2027 and on each anniversary. They will be settled in Class A common stock when exercised, subject to the vesting schedule.

What is Anthony Capuano’s Marriott (MAR) share ownership after these awards?

After these awards, the CEO directly owned 208,551 Class A common shares. In addition, 1,945.003 shares were held indirectly through a 401(k) account, reflecting both direct and retirement-plan-related holdings.

Did the Marriott (MAR) CEO buy or sell shares in the market in this Form 4?

The Form 4 shows grants of awards, not market purchases or sales. Transactions are coded as acquisitions through grant or award, with no reported open-market buying or selling of Marriott common stock.