Marriott (MAR) EVP Hill granted stock appreciation rights and RSUs

Rhea-AI Filing Summary

Hill David Shawn reported acquisition or exercise transactions in this Form 4 filing.

Marriott International executive David Shawn Hill reported equity awards that increase his direct holdings. On February 13, 2026, he received 2,430 Stock Appreciation Rights that will be settled in Class A Common Stock and vest in three equal installments beginning on February 15, 2027 and on each anniversary.

He was also granted 846 Restricted Stock Units of Class A Common Stock at a reference price of $354.63 per share, which will vest in three equal annual installments beginning February 15, 2027. Following these awards, his directly held Class A Common Stock position is reported at 1,223 shares, and directly held RSUs at 6,461 units.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Hill David Shawn

Role EVP & Chf. Development Officer

Type	Security	Shares	Price	Value
Grant/Award	Stock Appreciation Rights	2,430	$0.00	--
Grant/Award	Class A Common - Restricted Stock Units	846	$354.63	$300K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Stock Appreciation Rights — 2,430 shares (Direct); Class A Common - Restricted Stock Units — 6,461 shares (Direct); Class A Common Stock — 1,223 shares (Direct)

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^*

Hill David Shawn

(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)
	EVP & Chf. Development Officer

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		846(1)	A	$354.63	6,461	D
Class A Common Stock								1,223	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		2,430		(2)	02/13/2036	Class A Common Stock	2,430	$0.0000	2,430	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.

FAQ

What did Marriott (MAR) executive David Shawn Hill report in this Form 4?

David Shawn Hill reported equity-based compensation awards, including Stock Appreciation Rights and Restricted Stock Units in Marriott Class A Common Stock. These are grants from the company, not open-market purchases or sales, and they increase his potential future ownership stake subject to vesting conditions.

How many Stock Appreciation Rights did David Shawn Hill receive from Marriott (MAR)?

He received 2,430 Stock Appreciation Rights settled in Marriott Class A Common Stock. These rights vest in three equal installments starting February 15, 2027, and then on each anniversary, giving him potential share-based value over time if vesting conditions are satisfied.

What Restricted Stock Units did David Shawn Hill receive from Marriott (MAR)?

He was granted 846 Restricted Stock Units of Class A Common Stock at a reference price of $354.63 per share. These RSUs will vest in three equal annual installments beginning February 15, 2027, providing time-based incentive compensation tied to continued service.

When do David Shawn Hill’s new Marriott (MAR) equity awards start vesting?

Both the Stock Appreciation Rights and Restricted Stock Units start vesting on February 15, 2027. Each award then vests in three equal annual installments, aligning his long-term incentives with Marriott’s performance and his continued employment over several years.

How many Marriott (MAR) Class A Common shares does David Shawn Hill directly hold after these transactions?

After the reported transactions, his directly held Class A Common Stock position is 1,223 shares. In addition, his directly held Restricted Stock Units total 6,461 units, representing additional share-based compensation that will deliver stock only as the awards vest over time.

Do these Marriott (MAR) Form 4 transactions involve open-market buying or selling?

No, the transactions reflect grant or award acquisitions of equity incentives, not open-market trades. The filing classifies them under a grant code and shows no buy or sell codes, indicating compensation-related awards that vest in the future rather than immediate market activity.