Deborah Marriott Harrison (MAR) logs RSU tax share withholding and large holdings

Rhea-AI Filing Summary

Marriott International director Deborah Marriott Harrison reported a tax-related share disposition linked to restricted stock units. On February 17, 2026, 208 Class A common RSU shares were withheld by the company at $358.30 per share to cover taxes upon vesting, a non‑market transaction coded as a tax-withholding disposition.

Following this, she reports 42,711 Class A common shares held directly, plus substantial indirect holdings through family trusts and entities, including 22,027,118 shares held via JWM Family Enterprises.

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^*

Harrison Deborah Marriott

(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
	Officer (give title below)	X	Other (specify below)
			Member of 13(d) group

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		208(1)	D	$358.3	0.0000	I	By Spouse(2)
Class A Common Stock								42,711	D
Class A Common Stock-Dir. Def. Stock Comp Plan-1								2,160	D
Class A Common Stock								9,845	I	2024 Trust
Class A Common Stock								695,861	I	By 1974 Trust(2)
Class A Common Stock								16,747	I	By Spouse(2)
Class A Common Stock								285,883	I	By Trust(2)
Class A Common Stock								240,000	I	Generations Trust(2)
Class A Common Stock								20,275	I	Grandchildren Multi-Trust(2)
Class A Common Stock								22,027,118	I	JWM Family Enterprises(2)
Class A Common Stock								70,203	I	JWM III Trustee 1(2)
Class A Common Stock								60,636	I	JWM III Trustee 2(2)
Class A Common Stock								48,327	I	JWM III Trustee 3(2)
Class A Common Stock								251,000	I	JWM Insurance Trust(2)
Class A Common Stock								34,920	I	MCH Investments, LLC(2)
Class A Common Stock								57,420	I	MCH Irrev. Trust(2)
Class A Common Stock								90,561	I	SMH Investments, LLC(2)
Class A Common Stock								12,658	I	SMH Irrev. Trust(2)
Class A Common Stock								175,210	I	The Harrison Generation Trust(2)

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.

2. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.

	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 Deborah Marriott Harrison report at MAR?

Deborah Marriott Harrison reported a tax-withholding disposition of 208 Marriott Class A common RSU shares. The company withheld these shares at $358.30 each to cover taxes due upon RSU vesting, rather than selling them on the open market.

Was the Marriott (MAR) insider Form 4 a market sale of shares?

No, the Form 4 reports a non-market tax-withholding event. Marriott International withheld 208 Class A RSU shares at $358.30 per share to satisfy tax obligations tied to vesting, so it was not an open-market buy or sell transaction.

How many Marriott (MAR) shares does Deborah Marriott Harrison hold directly after this filing?

After the reported RSU tax withholding, Deborah Marriott Harrison shows 42,711 Class A common shares held directly. This figure reflects her direct ownership, separate from significant additional indirect holdings through various family trusts and affiliated entities listed in the Form 4.

What indirect Marriott (MAR) holdings are associated with Deborah Marriott Harrison?

The Form 4 lists large indirect holdings through several family-related entities and trusts. Notably, JWM Family Enterprises is reported as holding 22,027,118 Class A common shares, alongside additional positions in multiple trusts and investment vehicles associated with her family.

What does transaction code F mean in the Marriott (MAR) Form 4?

Transaction code F indicates payment of a tax liability by delivering securities. Here, 208 Class A RSU shares were withheld by Marriott International at $358.30 per share to cover taxes when the restricted stock units vested, rather than a discretionary sale.