Marriott (MAR) Greater China president reports tax share withholding

Rhea-AI Filing Summary

Marriott International executive reports tax-related share withholding. Mao Yibing, President, Greater China, reported dispositions on Class A Common tied to equity awards, described as tax-withholding transactions rather than open-market sales.

The company withheld 527 shares of Class A Common underlying restricted stock units and 1,611 shares of Class A Common Stock at $358.30 per share to cover taxes associated with vesting of RSUs and PSUs, according to the footnotes. After these entries, direct holdings were reported as 2,285 Class A Common restricted stock units, 32,214 Class A Common shares, and 156 Class A Common shares from a deferred stock bonus award.

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^*

Mao Yibing

(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)
	Pres. Greater China

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		527(1)	D	$358.3	2,285	D
Class A Common Stock	02/17/2026		F		1,611(2)	D	$358.3	32,214	D
Class A Common Stock - Deferred Stock Bonus Award								156	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. Shares withheld by the Company to cover taxes associated with vesting of RSUs.

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

	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).
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 did Mao Yibing report in the latest Form 4 for MAR?

Mao Yibing reported tax-related share dispositions, not open-market sales. Shares of Marriott Class A Common and RSU-related stock were withheld by the company to cover taxes when restricted and performance stock units vested.

How many Marriott RSU-related shares were withheld for Mao Yibing?

The company withheld 527 shares of Marriott Class A Common tied to restricted stock units. These shares were used to cover tax obligations arising upon RSU vesting, rather than being sold in the open market for discretionary reasons.

How many Marriott common shares were withheld for tax on PSUs and RSUs?

A total of 1,611 shares of Marriott Class A Common Stock were withheld at $358.30 per share. Footnotes state the shares covered taxes associated with vesting of performance stock units and restricted stock units granted to Mao Yibing.

What are Mao Yibing’s Marriott share holdings after these Form 4 transactions?

After the reported tax-withholding dispositions, Mao Yibing directly holds 2,285 Class A Common restricted stock units, 32,214 Class A Common shares, and 156 Class A Common shares from a deferred stock bonus award, reflecting updated equity ownership positions.

Were the Marriott insider transactions open-market sales or tax withholdings?

The Form 4 describes the transactions as tax-withholding dispositions, not open-market sales. Shares were withheld by Marriott to satisfy tax liabilities triggered when restricted stock units and performance stock units vested for Mao Yibing.

What transaction code was used in Mao Yibing’s Marriott Form 4?

The Form 4 uses transaction code F for the non-derivative entries. Code F indicates payment of exercise price or tax liability by delivering securities, here applied to shares withheld for RSU and PSU-related tax obligations.