Marriott (MAR) Group President earns 13,518 performance-based shares

Rhea-AI Filing Summary

Marriott International executive William P. Brown reported an equity award tied to prior performance-based units. On February 11, 2026, he acquired 13,518 shares of Class A common stock at $0.0000 per share, earned under a February 16, 2023 performance grant after achieving specified objectives and maintaining employment.

These shares fully vested on February 11, 2026 following certification by the compensation committee. After this award, Brown directly holds 24,518 shares of Class A common stock and 7,529 Class A common stock restricted stock units.

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^*

Brown William P

(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)
	Group Pres., US and Canada

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		13,518(1)	A	$0.0000	24,518	D
Class A Common - Restricted Stock Units								7,529	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. 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 William P. Brown report at Marriott (MAR)?

William P. Brown reported acquiring 13,518 Marriott Class A common shares at $0.0000 per share. The shares were earned from performance-based units granted in February 2023, vesting after performance goals were certified and employment conditions were met on February 11, 2026.

Why did William P. Brown receive 13,518 Marriott (MAR) shares?

He received 13,518 shares as an award for previously granted performance-based units. The award depended on meeting defined performance objectives and continued employment, and fully vested once Marriott’s compensation committee certified the results on February 11, 2026 under the company’s incentive plan.

What is William P. Brown’s Marriott (MAR) share ownership after this Form 4?

After the reported transaction, William P. Brown directly owns 24,518 Marriott Class A common shares. He also directly holds 7,529 restricted stock units tied to Class A common stock, reflecting his ongoing equity-based compensation position with the company.

Was the Marriott (MAR) insider transaction an open-market purchase or a grant?

The transaction was a grant or award, not an open-market purchase. Brown acquired 13,518 shares at a price of $0.0000 per share as earned performance-based equity, issued under Marriott’s Stock and Cash Incentive Plan after performance certification.

What role does William P. Brown hold at Marriott (MAR) in this Form 4?

In this filing, William P. Brown is identified as an officer of Marriott, serving as Group President, US and Canada. The reported equity award reflects compensation tied to his executive role and performance under Marriott’s long-term incentive plan.

How were the performance-based units for Marriott (MAR) granted to Brown originally structured?

The units were granted on February 16, 2023 under Marriott’s Stock and Cash Incentive Plan. Shares were earned based on achieving certain performance objectives plus continued employment, ultimately resulting in 13,518 shares that fully vested on February 11, 2026 after committee certification.