| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
MARRIOTT INTERNATIONAL INC /MD/ |
| (c) | Address of Issuer's Principal Executive Offices:
7750 Wisconsin Avenue, Bethesda,
MARYLAND
, 20814. |
Item 1 Comment:
This Amendment No. 10 (this "Amendment No. 10") is being filed by J.W. Marriott, Jr., Deborah Marriott Harrison, David Sheets Marriott, Juliana B. Marriott, Michelle Marriott Darmody, Jennifer R. Jackson, Christopher T. Harrison and Elyse Foulger (the "Individual Reporting Persons"), and JWM Family Enterprises, Inc. ("Family Corp"), JWM Family Enterprises, L.P. ("Family L.P.") and The Juliana B. Marriott Marital Trust (the "Marital Trust" and, collectively with the Individual Reporting Persons, Family Corp and Family L.P., the "Reporting Persons") and, with respect to the Reporting Persons, amends, supplements and to the extent inconsistent with, supersedes the Schedule 13D filed on May 26, 2006, as amended by Amendment No. 1 filed on April 21, 2009, Amendment No. 1 filed on March 13, 2013, Amendment No. 2 filed on November 21, 2013, Amendment No. 3 filed on January 29, 2015, Amendment No. 4 filed on December 15, 2016, Amendment No. 5 filed on November 24, 2017, Amendment No. 6 filed on March 10, 2020, Amendment No. 7 filed on March 2, 2021, Amendment No. 8 filed on May 16, 2022, and Amendment No. 9 filed on January 30, 2024 (as amended, the "Schedule 13D"). This Amendment No. 10 constitutes an exit filing for Michelle Marriott Darmody and JWM Family Enterprises, L.P. |
| Item 2. | Identity and Background |
|
| (a) | Item 2(a) is hereby amended and restated as follows: J.W. Marriott, Jr., Deborah Marriott Harrison, David Sheets Marriott, Juliana B. Marriott and the Marital Trust (collectively, the "Potential Group Members") may be deemed to be a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, due to the provisions of the Second Amended and Restated Stockholders Agreement, effective as of September 30, 2013, as amended (the "Stockholders Agreement"), as described in Item 4. Except as expressly set forth in this Amendment No. 10, each Reporting Person disclaims beneficial ownership of the shares of Class A Common Stock beneficially owned by any other Reporting Person. The Marital Trust is a trust formed under the laws of Maryland. Family L.P. is a limited partnership organized under the laws of the State of Delaware. The general partner of Family L.P. is Family Corp. Family Corp is a corporation organized under the laws of the State of Delaware. The directors of Family Corp are J.W. Marriott, Jr., Elyse Foulger, David Sheets Marriott, Jennifer R. Jackson, Carl Berquist, Jeffrey Kurzweil, William J. Shaw, and Christopher T. Harrison. Robert Kalchik is the President and CEO of Family Corp. |
| (b) | Item 2(b) is hereby amended and restated as follows: The address of the principal business office of each of J.W. Marriott, Jr., Deborah Marriott Harrison and David Sheets Marriott is 7750 Wisconsin Avenue, Bethesda, MD 20814. The address of the principal business office of each of Juliana B. Marriott, Michelle Marriott Darmody, Elyse Foulger, Jennifer R. Jackson, Christopher T. Harrison, the Marital Trust, Family L.P., Family Corp, Carl Berquist, and Robert Kalchik is 9210 Corporate Blvd, Suite 335, Rockville, MD 20850. The address of the principal business office of Jeffrey Kurzweil is 600 Massachusetts Avenue, NW Washington, DC 20001. The address of the principal business office of William J. Shaw is 9002 San Marco Court Orlando, FL 32819. |
| (c) | Item 2(c) is hereby amended and restated as follows: Family L.P.'s principal business is the ownership and operation of hotels. Family Corp's principal business is the ownership and operation of hotels. J.W. Marriott, Jr. is Chairman Emeritus of the Issuer. Deborah Marriott Harrison is Global Cultural Ambassador Emeritus of the Issuer. Juliana B. Marriott is a homemaker. David Sheets Marriott is Chairman of the Board of the Issuer. Michelle Marriott Darmody is a teacher. Jennifer R. Jackson is a homemaker. Christopher T. Harrison is Managing Partner of Dauntless Capital Partners. Elyse Foulger is a homemaker. Carl Berquist is retired. Jeffrey Kurzweil is a Partner of Venable LLP. William J. Shaw is Chairman of the Board of Marriott Vacations Worldwide Corporation. Robert Kalchik is President and CEO of Family Corp. The address of the principal business office of the Issuer is 7750 Wisconsin Avenue, Bethesda, MD 20814. The address of the principal business office of Dauntless Capital Partners is 2700 Post Oak Blvd, FL 21, Houston, TX 77056. The address of the principal business office of Venable LLP is 600 Massachusetts Avenue, NW Washington, DC 20001. The address of the principal business office of Marriott Vacations Worldwide Corporation is 9002 San Marco Court Orlando, FL 32819. |
| (d) | Item 2(d) is hereby amended and restated as follows: To the best knowledge of the Reporting Persons, during the last five years, none of the Reporting Persons, or the directors and executive officers of Family Corp has been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors). |
| (e) | Item 2(e) is hereby amended and restated as follows: To the best knowledge of the Reporting Persons, during the last five years, none of the Reporting Persons, or the directors and executive officers of Family Corp has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as the result of which such person was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Item 2(f) is hereby amended and restated as follows: To the best knowledge of the Reporting Persons, each Individual Reporting Person, and the directors and executive officers of Family Corp are citizens of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 is hereby amended and restated as follows: The shares of Class A Common Stock reported as beneficially owned by the Reporting Persons were acquired in or before the initial public offering of the Issuer, through open market or privately negotiated purchases using personal funds, by means of gift, inheritance or other gratuitous transfer, or through their service as an officer, director or employee of the Issuer. |
| Item 4. | Purpose of Transaction |
| | The text under each heading listed below of Item 4 of the Schedule 13D is hereby supplemented and amended by the following:
Second Amended and Restated Stockholders Agreement:
On January 19, 2026, Elyse Foulger replaced Michelle Marriott Darmody as an Original Voting Stockholder Nominee under the Stockholders Agreement.
Family Corp Pledged Shares:
As of the date of this Amendment No. 10, of the shares of Class A Common Stock beneficially owned by Family Corp, 5,659,641 shares are currently pledged as collateral.
Other Pledged Shares:
As of the date of this Amendment No. 10, of the shares of Class A Common Stock held directly by J.W. Marriott, Jr., 2,559,896 shares have been pledged as collateral.
As of the date of this Amendment No. 10, of the shares of Class A Common Stock held directly by Juliana B. Marriott, 14,101 shares have been pledged as collateral.
As of the date of this Amendment No. 10, of the shares of Class A Common Stock held directly by Elyse Foulger, 57,767 shares have been pledged as collateral.
As of the date of this Amendment No. 10, of the shares of Class A Common Stock held directly by Jennifer R. Jackson, 11,661 shares have been pledged as collateral.
As of the date of this Amendment No. 10, of the shares of Class A Common Stock held directly by Christopher T. Harrison, 100,020 shares have been pledged as collateral.
As of the date of this Amendment No. 10, of the shares of Class A Common Stock beneficially owned by David Sheets Marriott, 218,777 shares have been pledged as collateral.
Other:
On January 13, 2026, Michelle Marriott Darmody deposited 3,150 shares of Class A Common Stock into escrow in connection with a pending contribution to an exchange fund, which has not yet closed. Michelle Marriott Darmody retains voting and dispositive power over such shares pending release from escrow.
On January 15, 2026, David Sheets Marriott and Deborah Marriott Harrison became co-trustees of a trust for the benefit of the estate of their deceased mother. As a result, each of David Sheets Marriott and Deborah Marriott Harrison may be deemed to beneficially own the 285,883 shares of Class A Common Stock held by the trust. The attribution of such shares to each of David Sheets Marriott and Deborah Marriott Harrison, together with the shares previously beneficially owned by him or her, resulted in a change of his or her beneficial ownership of 1% or more of the Class A Common Stock. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated as follows: See Items 11 and 13 and the comments thereto of the cover pages to this Amendment No. 10, which are incorporated herein by reference, for the aggregate number of shares and percentage of Class A Common Stock beneficially owned by each Reporting Person.
The aggregate number of shares beneficially owned by all of the Potential Group Members without duplication is 34,942,830, including 652 shares of Class A Common Stock attributable to RSUs that are vested or will vest within 60 days of January 15, 2026, which constitutes 13.0% of the outstanding Class A Common Stock based on (a) 268,351,795 shares of Class A Common Stock outstanding as of October 27, 2025 as reported in the Form 10-Q and (b) 652 shares attributable to RSUs that are vested or will vest within 60 days of January 15, 2026. |
| (b) | Item 5(b) is hereby amended and restated as follows: See Items 7 through 10 and the comments thereto of the cover pages to this Amendment No. 10, which are incorporated herein by reference, for the aggregate number of shares of Class A Common Stock beneficially owned by each of the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of such shares of Class A Common Stock. |
| (c) | Item 5(c) is hereby amended and restated as follows: The following Reporting Persons have effected transactions in the Class A Common Stock during the past sixty days:
On December 3, 2025, J.W. Marriott, Jr. gifted 123 shares to a trust for the benefit of his great-grandchild.
On December 3, 2025, Deborah Marriott Harrison gifted 2,162 shares to trusts for the benefit of her grandchildren.
On December 4, 2025, David Sheets Marriott gifted 388 shares to trusts for the benefit of his children.
On December 11, 2025, Juliana B. Marriott gifted 775 shares to a charity.
On December 12, 2025, Deborah Marriott Harrison and her husband gifted 2,757 shares each to a charity.
On December 15, 2025, Michelle Marriott Darmody gifted 500 shares to a charity.
On December 16, 2025, The Bill and Donna Marriott Foundation, a charitable foundation, for which J.W. Marriott, Jr., Deborah Marriott Harrison and David Sheets Marriott serve as trustees gifted 817 shares to a charity.
On December 17, 2025, Juliana B. Marriott sold 3,250 shares on the open market for a weighted average price of $310.26 per share.
On January 6, 2026, Christopher T. Harrison sold 4,000 shares on the open market for a weighted average price of $317.59 per share.
On January 9, 2026, Michelle Marriott Darmody gifted 115 shares to a trust for the benefit of her child. |
| (d) | Item 5(d) is hereby amended and restated as follows: Except as provided in Item 4 and as described in the comments on the cover pages of this Amendment No. 10, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock referred to in paragraphs (a) and (b) above. |
| (e) | Michelle Marriott Darmody ceased to be the beneficial owner of more than five percent of the Class A Common Stock on January 19, 2026.
In an internal reorganization effected on July 1, 2023, Family Corp became the sole general partner of Thomas Point Ventures, L.P. ("Thomas Point"), and Family L.P. ceased to be a general partner of Thomas Point. As a result of this internal reorganization, Family L.P. no longer had voting or dispositive power with respect to the shares of Class A Common Stock beneficially owned by Thomas Point and, as of July 1, 2023, ceased to be the beneficial owner of more than five percent of the outstanding Class A Common Stock. All shares beneficially owned by Thomas Point have continued to be beneficially owned by Family Corp. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 of the Schedule 13D is hereby supplemented and amended by inserting the following as the penultimate paragraph of Item 6:
On January 13, 2026, Michelle Marriott Darmody agreed to contribute 3,150 shares of Class A Common Stock in exchange for an interest in an exchange fund and deposited such shares into escrow. The contribution has not yet closed. Michelle Marriott Darmody retains voting and dispositive power over such shares pending release from escrow.
The last paragraph of Item 6 of the Schedule 13D is hereby deleted in its entirety and replaced with the following:
The Reporting Persons have also entered into a Joint Filing Agreement, dated as of January 20, 2026, a copy of which is filed as Exhibit 7.01 with this Amendment No. 10. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 7.01 Joint Filing Agreement, dated as of January 20, 2026. |
