MAR Insider Filing: Kathleen Oberg RSU Withholding, 9,123 Shares at $266.63

Rhea-AI Filing Summary

Kathleen K. Oberg, EVP & CFO of Marriott International (MAR), reported changes in her beneficial ownership on Form 4. The filing shows a transaction dated 08/15/2025 where 9,123 Restricted Stock Units (RSUs) were disposed (Code F(1)) at a price of $266.63, with the explanation that shares were withheld by the company to cover taxes on RSU vesting. After the reported transaction she directly beneficially owns 10,745 Class A common shares and additionally reports 23,718.849 Class A common shares (direct), 128.212 shares (indirect, 401(k) account), and 3,364 shares (indirect, jointly with spouse). The form was signed by an attorney-in-fact on 08/18/2025.

Insights

Financial Analyst

TL;DR: Routine insider tax-withholding sale of vested RSUs; limited market impact.

The filing documents a common corporate practice where the company withholds vested RSU shares to satisfy tax obligations, shown as a disposition of 9,123 RSUs at $266.63 on 08/15/2025. The disclosure is timely and consistent with compensation vesting mechanics rather than a discretionary open-market sale. Reported beneficial ownership combines direct and indirect holdings across accounts, which is typical for senior executives.

Corporate Governance Expert

TL;DR: Disclosure meets Section 16 requirements; transaction appears administrative (tax withholding).

The Form 4 provides required details: transaction date, code F(1) indicating share withholding to cover taxes, number of shares affected, and post-transaction holdings. Signature by an attorney-in-fact is present. From a governance perspective, the filing reflects compliance with reporting obligations and standard equity-compensation administration.

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
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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^*

Oberg Kathleen K.

(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 & CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		F(1)		9,123	D	$266.63	10,745	D
Class A Common Stock								23,718.849	D
Class A Common Stock								128.212	I	401(k) account
Class A Common Stock								3,364	I	Jointly with spouse

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.

	Andrew P.C. Wright, Attorney-in-Fact	08/18/2025
	** 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 transaction did Kathleen K. Oberg report on Form 4 for MAR?

The filing reports a disposition of 9,123 Restricted Stock Units (RSUs) on 08/15/2025 with a price of $266.63 noted; shares were withheld to cover taxes.

How many Marriott (MAR) shares does Kathleen Oberg beneficially own after the reported transaction?

The Form 4 lists 10,745 Class A common shares (direct) following the reported disposition, plus other holdings disclosed (direct and indirect).

Why were shares disposed of according to the Form 4?

The filing explains that shares were withheld by the company to cover taxes associated with the vesting of RSUs.

When was the Form 4 signed and who signed it?

The form shows signature by Andrew P.C. Wright, Attorney-in-Fact dated 08/18/2025.

Does the Form 4 indicate a market sale by the reporting person?

No. The transaction code F(1) and the explanation indicate tax-withholding of vested RSUs, not an open-market sale.