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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________

FORM 10-Q

_________________________________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from to

Commission File No. 1-13881

_________________________________________________

MARRIOTT INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

52-2055918

(State or other jurisdiction of
incorporation or organization)

(IRS Employer
Identification No.)

7750 Wisconsin Avenue

Bethesda

Maryland

20814

(Address of principal executive offices)

(Zip Code)

(Registrant’s telephone number, including area code) (301) 380-3000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Class A Common Stock, $0.01 par value

MAR

Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 263,688,623 shares of Class A Common Stock, par value $0.01 per share, outstanding at April 29, 2026.

Table of Contents

MARRIOTT INTERNATIONAL, INC.

FORM 10-Q TABLE OF CONTENTS


		Page No.

Part I.	Financial Information (Unaudited)

Item 1.	Financial Statements

	Condensed Consolidated Statements of Income	3

	Condensed Consolidated Statements of Comprehensive Income	4

	Condensed Consolidated Balance Sheets	5

	Condensed Consolidated Statements of Cash Flows	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

	Cautionary Statement	14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20

Item 4.	Controls and Procedures	20

Part II.	Other Information

Item 1.	Legal Proceedings	22

Item 1A.	Risk Factors	22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22

Item 5.	Other Information	22



Item 6.	Exhibits	23

	Signature	24

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

MARRIOTT INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in millions, except per share amounts)

(Unaudited)


	Three Months Ended
	March 31, 2026		March 31, 2025
REVENUES
Franchise fees	$	872	$	746
Base management fees	339		325
Incentive management fees	222		204
Gross fee revenues	1,433		1,275
Contract investment amortization	(35)		(28)
Net fee revenues	1,398		1,247
Owned, leased, and other revenue	412		361
Cost reimbursement revenue	4,844		4,655
	6,654		6,263
OPERATING COSTS AND EXPENSES
Owned, leased, and other expense (1)	377		332
Depreciation, amortization, and other	54		51
General and administrative (1)	219		209
Restructuring and merger-related charges, and other	4		1
Reimbursed expenses	4,936		4,722
	5,590		5,315
OPERATING INCOME	1,064		948
Gains (losses) and other income, net	3		(2)
Interest expense	(214)		(192)
Interest income	10		9
Equity in (losses) earnings	(5)		1
INCOME BEFORE INCOME TAXES	858		764
Provision for income taxes	(210)		(99)
NET INCOME	$	648	$	665
EARNINGS PER SHARE
Earnings per share – basic	$	2.44	$	2.40
Earnings per share – diluted	$	2.43	$	2.39

(1)The 2025 first quarter reflects the reclassification of $36 million of other expenses previously reported under the “General, administrative, and other” caption to the “Owned, leased, and other expense” caption of our Income Statements to conform to our current presentation.

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

MARRIOTT INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

(Unaudited)


	Three Months Ended
	March 31, 2026		March 31, 2025
Net income	$	648	$	665
Other comprehensive (loss) income
Foreign currency translation adjustments	(81)		112
Other adjustments, net of tax	8		(11)



Total other comprehensive (loss) income, net of tax	(73)		101
Comprehensive income	$	575	$	766

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

MARRIOTT INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions)


	(Unaudited)
	March 31, 2026		December 31, 2025
ASSETS
Current assets
Cash and equivalents	$	454	$	358
Accounts and notes receivable, net	3,090		2,909
Prepaid expenses and other	370		317

	3,914		3,584
Property and equipment, net	1,962		1,954
Intangible assets
Brands	6,176		6,207
Contract acquisition costs and other	4,189		4,129
Goodwill	8,873		8,907
	19,238		19,243
Equity method investments	304		298
Notes receivable, net	151		151
Deferred tax assets	549		570
Operating lease assets	940		941
Other noncurrent assets	799		799
	$	27,857	$	27,540
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Current portion of long-term debt	$	1,210	$	1,209
Accounts payable	763		814
Accrued payroll and benefits	1,256		1,438
Liability for guest loyalty program	3,517		3,497
Accrued expenses and other	1,770		1,440
	8,516		8,398
Long-term debt	15,320		14,995
Liability for guest loyalty program	4,681		4,495
Deferred tax liabilities	90		79
Deferred revenue	1,219		1,200
Operating lease liabilities	876		879
Other noncurrent liabilities	1,247		1,265
Stockholders’ deficit
Class A Common Stock	5		5
Additional paid-in-capital	6,311		6,352
Retained earnings	18,884		18,414
Treasury stock, at cost	(28,577)		(27,900)
Accumulated other comprehensive loss	(715)		(642)
	(4,092)		(3,771)
	$	27,857	$	27,540

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

MARRIOTT INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(Unaudited)


	Three Months Ended
	March 31, 2026		March 31, 2025
OPERATING ACTIVITIES
Net income	$	648	$	665
Adjustments to reconcile to cash provided by operating activities:
Depreciation, amortization, and other (including depreciation and amortization classified in reimbursed expenses)	162		136
Stock-based compensation	57		52
Income taxes	95		26
Liability for guest loyalty program	206		183
Contract acquisition costs	(109)		(131)
Restructuring and merger-related charges, and other	2		(19)
Working capital changes	(363)		(325)

Other	160		60
Net cash provided by operating activities	858		647
INVESTING ACTIVITIES
Capital and technology expenditures	(130)		(135)

Dispositions	2		—
Loan advances	(13)		(12)
Loan collections	3		5
Other	(11)		(1)
Net cash used in investing activities	(149)		(143)
FINANCING ACTIVITIES
Commercial paper/Credit Facility, net	(1,085)		(1,002)
Issuance of long-term debt	1,425		1,960
Repayment of long-term debt	(3)		(352)
Issuance of Class A Common Stock	53		45

Dividends paid	(178)		(174)
Purchase of treasury stock	(700)		(751)
Stock-based compensation withholding taxes	(124)		(109)

Net cash used in financing activities	(612)		(383)
INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	97		121
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period (1)	371		425
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period (1)	$	468	$	546

(1)The 2026 amounts include beginning restricted cash of $13 million at December 31, 2025, and ending restricted cash of $14 million at March 31, 2026, which we present in the “Prepaid expenses and other” and “Other noncurrent assets” captions of our Balance Sheets.

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

MARRIOTT INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. BASIS OF PRESENTATION

The condensed consolidated financial statements present the results of operations, financial position, and cash flows of Marriott International, Inc. and its consolidated subsidiaries (referred to in this report as “we,” “us,” “Marriott,” or the “Company”). In order to make this report easier to read, we also refer throughout to (1) our Condensed Consolidated Financial Statements as our “Financial Statements,” (2) our Condensed Consolidated Statements of Income as our “Income Statements,” (3) our Condensed Consolidated Balance Sheets as our “Balance Sheets,” (4) our Condensed Consolidated Statements of Cash Flows as our “Statements of Cash Flows,” (5) our properties, brands, or markets in the United States and Canada as “U.S. & Canada,” and (6) our properties, brands, or markets in our Europe, Middle East & Africa, Greater China, Asia Pacific excluding China, and Caribbean & Latin America regions, as “International.” References throughout to numbered “Notes” refer to these Notes to Condensed Consolidated Financial Statements, unless otherwise stated. In addition, we use the term “hotel owners” throughout this report to refer, collectively, to owners of hotels and other lodging offerings operating in our system pursuant to franchise agreements, management agreements, license agreements, or similar arrangements, and we use the term “hotels in our system” to refer to hotels and other lodging offerings operating in our system pursuant to such arrangements, as well as hotels that we own or lease. The terms “hotel owners” and “hotels in our system” exclude Homes & Villas by Marriott BonvoySM (which we also exclude from our property and room count), timeshare, residential, and The Ritz-Carlton Yacht Collection®.

These Financial Statements have not been audited. We have condensed or omitted certain information and disclosures normally included in financial statements presented in accordance with U.S. generally accepted accounting principles (“GAAP”). The Financial Statements in this report should be read in conjunction with the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“2025 Form 10-K”). Certain terms not otherwise defined in this Form 10-Q have the meanings specified in our 2025 Form 10-K.

Preparation of financial statements that conform with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts of revenues and expenses during the reporting periods, and the disclosures of contingent liabilities. Accordingly, ultimate results could differ from those estimates.

The accompanying Financial Statements reflect all normal and recurring adjustments necessary to present fairly our financial position as of March 31, 2026 and December 31, 2025 and the results of our operations and cash flows for the three months ended March 31, 2026 and March 31, 2025. Interim results may not be indicative of fiscal year performance because of seasonal and short-term variations. We have eliminated all material intercompany transactions and balances between entities consolidated in these Financial Statements and reclassified certain prior period amounts to conform to our current period presentation.

New Accounting Standards Not Yet Adopted

Accounting Standards Update (“ASU”) 2025-06 - “Targeted Improvements to the Accounting for Internal-Use Software” (Topic 350). ASU 2025-06 eliminates references to software development project stages and revises the criteria that must be met to begin capitalizing internal-use software costs. The standard permits entities to adopt the guidance using a prospective, retrospective, or modified transition approach and becomes effective for us beginning January 1, 2028, with early adoption permitted. We are currently assessing the potential impact that ASU 2025-06 will have on our financial statements and disclosures.

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NOTE 2. EARNINGS PER SHARE

The table below illustrates the reconciliation of the earnings and number of shares used in our calculations of basic and diluted earnings per share, the latter of which uses the treasury stock method to calculate the dilutive effect of the Company’s potential common stock:


	Three Months Ended
(in millions, except per share amounts)	March 31, 2026		March 31, 2025
Computation of Basic Earnings Per Share
Net income	$	648	$	665
Shares for basic earnings per share	266.1		276.9
Basic earnings per share	$	2.44	$	2.40
Computation of Diluted Earnings Per Share
Net income	$	648	$	665
Shares for basic earnings per share	266.1		276.9
Effect of dilutive securities
Stock-based compensation	0.7		0.8
Shares for diluted earnings per share	266.8		277.7
Diluted earnings per share	$	2.43	$	2.39

NOTE 3. STOCK-BASED COMPENSATION

We granted 0.5 million restricted stock units (“RSUs”) during the 2026 first quarter to certain executives and other employees, and those units vest generally over three or four years in equal annual installments commencing one year after the grant date. We also granted 0.1 million performance-based RSUs (“PSUs”) in the 2026 first quarter to certain executives and other senior-level employees, which are earned subject to continued employment and the satisfaction of certain performance and market conditions based on the degree of achievement of pre-established targets for 2028 adjusted EBITDA performance and relative total stockholder return over the 2026 to 2028 performance period. RSUs, including PSUs, granted in the 2026 first quarter had a weighted average grant-date fair value of $346 per unit.

We recorded stock-based compensation expense for RSUs and PSUs of $46 million in the 2026 first quarter and $43 million in the 2025 first quarter. Deferred compensation costs for unvested awards for RSUs and PSUs totaled $332 million at March 31, 2026.

NOTE 4. INCOME TAXES

Our effective tax rate increased to 24.5 percent for the 2026 first quarter compared to 13.0 percent for the 2025 first quarter, primarily due to the prior year release of tax reserves.

We paid cash for income taxes, net of refunds, of $115 million in the 2026 first quarter and $73 million in the 2025 first quarter.

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NOTE 5. COMMITMENTS AND CONTINGENCIES

Guarantees

We present the maximum potential amount of our future guarantee fundings and the carrying amount of our liability for our debt service, operating profit, and other guarantees for which we are the primary obligor at March 31, 2026 in the following table:


(in millions) Guarantee Type	Maximum Potential Amount of Future Fundings		Recorded Liability for Guarantees
Debt service	$	62	$	6
Operating profit	140		83
Other	21		6
	$	223	$	95

Our maximum potential guarantees listed in the preceding table include $70 million of operating profit guarantees that will not be in effect until the underlying properties open and we begin to operate the properties or certain other events occur.

Starwood Data Security Incident

Description of Event

On November 30, 2018, we announced a data security incident involving unauthorized access to the Starwood Hotels & Resorts Worldwide, LLC, formerly known as Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”), reservations database (the “Data Security Incident”). We discontinued use of the Starwood reservations database for business operations at the end of 2018.

Litigation, Claims, and Government Investigations

Following our announcement of the Data Security Incident, approximately 100 lawsuits were filed by consumers and others against us in U.S. federal, U.S. state and Canadian courts related to the incident. The plaintiffs in these cases, who generally purport to represent various classes of consumers, generally claim to have been harmed by alleged actions and/or omissions by the Company in connection with the Data Security Incident and assert a variety of common law and statutory claims seeking monetary damages, injunctive relief, costs and attorneys’ fees, and other related relief. The U.S. cases were consolidated in the U.S. District Court for the District of Maryland (the “District Court”), pursuant to orders of the U.S. Judicial Panel on Multidistrict Litigation (the “MDL”). In 2025, the U.S. Court of Appeals for the Fourth Circuit reversed the District Court’s certification of a class of consumer plaintiffs for the second time, and some plaintiffs subsequently filed lawsuits in New York state court on an individual basis, alleging violations of New York statutory law and seeking monetary damages, attorneys’ fees, and other related relief. We are progressing in our mediation discussions with the U.S. consumer plaintiffs, and we believe it is probable that we will incur losses in relation to these cases. As of March 31, 2026, we have recorded an accrual for an estimated loss contingency related to these matters, which is not material to our Financial Statements. The Canadian cases remain pending. We dispute the allegations in these lawsuits and are vigorously defending against such claims.

In addition, most inquiries and investigations by U.S. federal, U.S. state and foreign governmental authorities have been resolved or no longer appear to be active.

While we believe it is reasonably possible that we may incur losses in excess of the amounts recorded associated with the above-described lawsuits or regulatory investigations related to the Data Security Incident, it is not possible to reasonably estimate the amount of such losses or range of loss in excess of the amounts recorded that might result from adverse judgments, settlements, or other resolution of these proceedings based on: (1) in the case of the above-described lawsuits, the current stage of these proceedings, the absence of specificity as to alleged damages, the uncertainty as to the certification of a class or classes and the size of any certified class, and the lack of resolution of significant factual and legal issues, and (2) uncertainty regarding regulatory inquiries or investigations.

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Other Legal Proceedings

We have been and are currently party to other legal proceedings involving claims that we infringe the intellectual property rights of others. At this time, we do not expect these proceedings to have a material impact on the Company’s business, financial condition, results of operations, or cash flows.

NOTE 6. LONG-TERM DEBT

We provide detail on our long-term debt balances, net of discounts, premiums, and debt issuance costs, in the following table as of March 31, 2026 and year-end 2025:


($ in millions)	Interest Rate		Effective Interest Rate		Face Amount		Balance as of March 31, 2026		Balance as of December 31, 2025
Senior Notes (in order of maturity):
Series R Notes, maturing June 15, 2026	3.1	%	3.3	%	$	750	$	750	$	749
Series LL Notes, maturing September 15, 2026	5.5	%	5.9	%	450		449		449
Series TT Notes, maturing July 15, 2027	4.2	%	4.5	%	400		398		398
Series JJ Notes, maturing October 15, 2027	5.0	%	5.4	%	1,000		994		994
Series X Notes, maturing April 15, 2028	4.0	%	4.2	%	450		448		448
Series MM Notes, maturing October 15, 2028	5.6	%	5.9	%	700		695		694
Series AA Notes, maturing December 1, 2028	4.7	%	4.8	%	300		299		299
Series KK Notes, maturing April 15, 2029	4.9	%	5.3	%	800		791		790
Series NN Notes, maturing May 15, 2029	4.9	%	5.3	%	500		494		493
Series PP Notes, maturing March 15, 2030	4.8	%	5.0	%	500		496		496
Series FF Notes, maturing June 15, 2030	4.6	%	4.8	%	1,000		993		992
Series HH Notes, maturing April 15, 2031	2.9	%	3.0	%	1,100		1,094		1,094
Series UU Notes, maturing October 15, 2031	4.5	%	4.9	%	500		491		491
Series RR Notes, maturing April 15, 2032	5.1	%	5.4	%	500		493		493
Series GG Notes, maturing October 15, 2032	3.5	%	3.7	%	1,000		991		990
Series WW Notes, maturing May 1, 2033	4.5	%	4.8	%	600		590		—
Series II Notes, maturing October 15, 2033	2.8	%	2.8	%	700		695		695
Series OO Notes, maturing May 15, 2034	5.3	%	5.6	%	1,000		982		982
Series W Notes, maturing October 1, 2034	4.5	%	4.1	%	278		286		287
Series QQ Notes, maturing March 15, 2035	5.4	%	5.5	%	1,000		987		987
Series VV Notes, maturing October 15, 2035	5.3	%	5.5	%	600		586		588
Series SS Notes, maturing April 15, 2037	5.5	%	5.7	%	1,500		1,473		1,475
Series XX Notes, maturing May 1, 2038	5.1	%	5.3	%	850		825		—
Commercial paper							90		1,177
Credit Facility							—		—
Finance lease obligations							117		120
Other							23		23
							$	16,530	$	16,204
Less current portion							(1,210)		(1,209)
							$	15,320	$	14,995

We paid cash for interest, net of amounts capitalized, of $77 million in the 2026 first quarter and $87 million in the 2025 first quarter.

We are party to a $4.5 billion multicurrency revolving credit agreement (as amended, the “Credit Facility”). Available borrowings under the Credit Facility support our commercial paper program and general corporate needs. U.S. dollar borrowings under the Credit Facility bear interest at SOFR (the Secured Overnight Financing Rate) plus a spread based on our public debt rating. We also pay quarterly fees on the Credit Facility at a rate based on our public debt rating. We classify outstanding borrowings under the Credit Facility and outstanding commercial paper borrowings (which generally have short-term maturities of 45 days or less) as long-term based on our ability and intent to refinance the outstanding borrowings on a long-term basis. The Credit Facility expires on December 14,

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2027.

In February 2026, we issued $600 million aggregate principal amount of 4.500 percent Series WW Notes due May 1, 2033 (the “Series WW Notes”) and $850 million aggregate principal amount of 5.100 percent Series XX Notes due May 1, 2038 (the “Series XX Notes”). We will pay interest on the Series WW Notes and Series XX Notes in May and November of each year, commencing in November 2026. In connection with the offering, we entered into interest rate swap agreements, which have the economic effect of converting $350 million of the Series XX Notes into floating rate debt with a variable interest rate of SOFR plus approximately 1.33 percent, and an additional $150 million of the Series XX Notes into floating rate debt with a variable interest rate of SOFR plus approximately 1.35 percent. Net proceeds from the offering of the Series WW Notes and Series XX Notes were approximately $1.425 billion, after deducting the underwriting discount and expenses, and were made available for general corporate purposes, including working capital, capital expenditures, acquisitions, stock repurchases, or repayment of outstanding indebtedness.

We determine the fair value of our Senior Notes using quoted market prices, which are directly observable Level 1 inputs. As of March 31, 2026 and year-end 2025, the fair value of our noncurrent Senior Notes was $15,005 million (carrying amount of $15,101 million) and $13,836 million (carrying amount of $13,686 million), respectively. The carrying amount of our commercial paper borrowings approximates fair value due to their short maturity and because they bear interest at a market rate. See the “Fair Value Measurements” caption of Note 2 and Note 12 of our 2025 Form 10-K for more information on the input levels we use in determining fair value.

NOTE 7. PLANNED DISPOSITION

In the 2026 second quarter, a U.S. & Canada hotel met the accounting criteria to be designated as an asset held for sale. We determined that the carrying amount of the hotel exceeded its fair value less costs to sell, based on a purchase and sale agreement with a third-party buyer. Consequently, we expect to record an impairment charge of approximately $65 million to $70 million in the “Depreciation, amortization, and other” caption of our Income Statements in the 2026 second quarter. We expect to sell the hotel later in the 2026 second quarter, and we expect to continue to operate the hotel under a long-term management agreement.

NOTE 8. ACCUMULATED OTHER COMPREHENSIVE LOSS AND STOCKHOLDERS’ DEFICIT

The following tables detail the accumulated other comprehensive loss activity for the 2026 first quarter and 2025 first quarter:


(in millions)	Foreign Currency Translation Adjustments		Other Adjustments		Accumulated Other Comprehensive Loss
Balance at year-end 2025	$	(649)	$	7	$	(642)
Other comprehensive (loss) income(1)	(81)		8		(73)
Balance at March 31, 2026	$	(730)	$	15	$	(715)


(in millions)	Foreign Currency Translation Adjustments		Other Adjustments		Accumulated Other Comprehensive Loss
Balance at year-end 2024	$	(1,091)	$	28	$	(1,063)
Other comprehensive income (loss) (1)	112		(11)		101
Balance at March 31, 2025	$	(979)	$	17	$	(962)

(1)Other comprehensive (loss) income includes intra-entity foreign currency transactions that are of a long-term investment nature, which resulted in gains of $17 million for the 2026 first quarter and losses of $19 million for the 2025 first quarter.

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The following tables detail the changes in common shares outstanding and stockholders’ deficit for the 2026 first quarter and 2025 first quarter:


(in millions, except per share amounts)
Common Shares Outstanding		Total		Class A Common Stock		Additional Paid-in-Capital		Retained Earnings		Treasury Stock, at Cost		Accumulated Other Comprehensive Loss
265.9	Balance at year-end 2025	$	(3,771)	$	5	$	6,352	$	18,414	$	(27,900)	$	(642)
—	Net income	648		—		—		648		—		—
—	Other comprehensive loss	(73)		—		—		—		—		(73)
—	Dividends ($0.67 per share)	(178)		—		—		(178)		—		—
0.9	Stock-based compensation plans	(14)		—		(41)		—		27		—
(2.1)	Purchase of treasury stock	(704)		—		—		—		(704)		—
264.7	Balance at March 31, 2026	$	(4,092)	$	5	$	6,311	$	18,884	$	(28,577)	$	(715)


Common Shares Outstanding		Total		Class A Common Stock		Additional Paid-in-Capital		Retained Earnings		Treasury Stock, at Cost		Accumulated Other Comprehensive Loss
276.7	Balance at year-end 2024	$	(2,992)	$	5	$	6,179	$	16,531	$	(24,644)	$	(1,063)
—	Net income	665		—		—		665		—		—
—	Other comprehensive income	101		—		—		—		—		101
—	Dividends ($0.63 per share)	(174)		—		—		(174)		—		—
1.1	Stock-based compensation plans	(13)		—		(44)		—		31		—
(2.8)	Purchase of treasury stock	(755)		—		—		—		(755)		—
275.0	Balance at March 31, 2025	$	(3,168)	$	5	$	6,135	$	17,022	$	(25,368)	$	(962)

NOTE 9. CONTRACTS WITH CUSTOMERS

Our current and noncurrent liability for guest loyalty program increased by $206 million, to $8,198 million at March 31, 2026, from $7,992 million at December 31, 2025, primarily reflecting points earned by members. The increase was partially offset by $870 million of revenue recognized in the 2026 first quarter, that was deferred as of December 31, 2025.

Our allowance for credit losses was $213 million at March 31, 2026 and $212 million at December 31, 2025.

NOTE 10. BUSINESS SEGMENTS

We discuss our operations in the following four reportable business segments: (1) U.S. & Canada, (2) Europe, Middle East & Africa (“EMEA”), (3) Greater China, and (4) Asia Pacific excluding China (“APEC”). Our Caribbean & Latin America (“CALA”) operating segment does not meet the applicable accounting criteria for separate disclosure as a reportable business segment, and as such, we include its results in “Unallocated corporate and other.”

Our President and Chief Executive Officer, who is our “chief operating decision maker” (“CODM”), evaluates the performance of our operating segments using “segment profits,” which is based largely on the results of the segment without allocating corporate expenses, income taxes, indirect general and administrative expenses, or restructuring and merger-related charges, and other expenses. We assign gains and losses, equity in earnings or losses, and direct general and administrative expenses to each of our segments. “Unallocated corporate and other” includes a portion of our revenues (such as fees we receive from our credit card programs and timeshare licensing agreements), revenues and expenses for our Loyalty Program, indirect general and administrative expenses, restructuring and merger-related charges, and other expenses, equity in earnings or losses, and other gains or losses that we do not allocate to our segments, as well as results of our CALA operating segment.

Our CODM uses segment profits to allocate resources (including employees and investment spending) to each segment, primarily as part of the annual budget process. Our CODM reviews budget-to-actual variances on a quarterly basis to assess segment performance. Additionally, our CODM uses segment profits to compare the results of each segment with one another and in the determination of compensation for segment leadership.

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Our CODM monitors assets for the consolidated Company but does not use assets by operating segment when assessing performance or making operating segment resource allocations.

Segment Revenues, Expenses, and Profits

The following tables present our revenues (disaggregated by segment and major revenue stream), segment expenses, and segment profits for the 2026 first quarter and 2025 first quarter:


	Three Months Ended March 31, 2026
(in millions)	U.S. & Canada		EMEA		Greater China		APEC
Gross fee revenues	$	773	$	132	$	69	$	104
Contract investment amortization	(21)		(5)		(1)		(2)
Net fee revenues	752		127		68		102
Owned, leased, and other revenue	140		116		8		39
Cost reimbursement revenue	4,063		264		76		146
Total reportable segment revenue	4,955		507		152		287
Less:
Owned, leased, and other expense	121		120		10		41
Depreciation, amortization, and other	24		10		3		2
General and administrative	30		27		12		16
Reimbursed expenses	4,134		279		84		155
Other segment items (primarily non-operating income and expenses)	—		(1)		(2)		2
Total reportable segment profit	$	646	$	72	$	45	$	71


	Three Months Ended March 31, 2025
(in millions)	U.S. & Canada		EMEA		Greater China		APEC
Gross fee revenues	$	709	$	118	$	60	$	98
Contract investment amortization	(20)		(4)		—		(1)
Net fee revenues	689		114		60		97
Owned, leased, and other revenue	120		114		7		35
Cost reimbursement revenue	3,889		286		69		131
Total reportable segment revenue	4,698		514		136		263
Less:
Owned, leased, and other expense	110		115		8		32
Depreciation, amortization, and other	27		10		2		2
General and administrative	30		25		12		14
Reimbursed expenses	3,888		288		70		133
Other segment items (primarily non-operating income and expenses)	(1)		2		(1)		2
Total reportable segment profit	$	644	$	74	$	45	$	80

The following table presents reconciliations of our total reportable segment revenue and profit to consolidated revenue and income before income taxes for the 2026 first quarter and 2025 first quarter:


	Three Months Ended
(in millions)	March 31, 2026		March 31, 2025
Reconciliation of revenue
Total reportable segment revenue	$	5,901	$	5,611
Unallocated corporate and other	753		652
Consolidated revenue	$	6,654	$	6,263

Reconciliation of income before income taxes
Total reportable segment profit	$	834	$	843
Unallocated corporate and other	228		104
Interest expense, net of interest income	(204)		(183)
Consolidated income before income taxes	$	858	$	764

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement

All statements in this report are made as of the date this Form 10-Q is filed with the U.S. Securities and Exchange Commission (the “SEC”). We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise. We make forward-looking statements in Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report based on the beliefs and assumptions of our management and on information available to us through the date this Form 10-Q is filed with the SEC. Forward-looking statements include information related to our development pipeline; our expectations regarding rooms growth; our expectations regarding our ability to meet our liquidity requirements; our capital expenditures and other investment spending and reimbursement expectations; our expectations regarding future dividends and share repurchases; our expectations regarding certain claims, legal proceedings, settlements or resolutions; our planned hotel sale; our anticipated investment in Lefay; our expectations about the conflict in the Middle East; and other statements that are preceded by, followed by, or include the words “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “foresees,” or similar expressions; and similar statements concerning anticipated future events and expectations that are not historical facts.

We caution you that these statements are not guarantees of future performance and are subject to numerous evolving risks and uncertainties that we may not be able to accurately predict or assess, including the risks and uncertainties we describe in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“2025 Form 10-K”); Part II, Item 1A of this report; and other factors we describe from time to time in our periodic filings with the SEC.

BUSINESS AND OVERVIEW

Overview

We are a worldwide franchisor, operator, and licensor of hotel, residential, timeshare, and other lodging properties under a broad portfolio of compelling brands at different price and service points. We discuss our operations in the following reportable business segments: (1) U.S. & Canada, (2) Europe, Middle East & Africa (“EMEA”), (3) Greater China, and (4) Asia Pacific excluding China (“APEC”). Our Caribbean & Latin America (“CALA”) operating segment does not meet the applicable accounting criteria for separate disclosure as a reportable business segment, and as such, we include its results in “Unallocated corporate and other.”

Under our asset-light business model and consistent with our focus on franchising, management, and licensing, we own or lease very few of our lodging properties. Under our hotel franchising arrangements, we generally receive an initial application fee and continuing royalty fees, which are typically based on a percentage of room revenues, plus for certain brands, a percentage of food and beverage revenues. Terms of our management agreements vary, but we earn a management fee that is typically composed of a base management fee, which is a percentage of the revenues of the hotel, and an incentive management fee, which is based on the profits of the hotel. In many cases (particularly in our U.S. & Canada, Europe, and CALA regions), incentive management fees are subject to a specified owner return. We also have license and other agreements with third parties for certain offerings, such as for our timeshare properties, MGM Collection with Marriott Bonvoy, Design Hotels, and The Ritz-Carlton Yacht Collection, under which we receive royalty and certain other fees. Additionally, we earn fees for other uses of our intellectual property, including primarily co-branded credit card fees, as well as residential branding fees and certain other licensing fees.

Performance Measures

We believe Revenue per Available Room (“RevPAR”), which we calculate by dividing property level room revenue by total rooms available for the period, is a meaningful indicator of our performance because it measures the period-over-period change in room revenues. RevPAR may not be comparable to similarly titled measures, such as revenues, and should not be viewed as necessarily correlating with our fee revenue. We also believe occupancy and average daily rate (“ADR”), which are components of calculating RevPAR, are meaningful indicators of our

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performance. Occupancy, which we calculate by dividing total rooms sold by total rooms available for the period, measures the utilization of a property’s available capacity. ADR, which we calculate by dividing property level room revenue by total rooms sold, measures average room price and is useful in assessing pricing levels. Unless otherwise stated, RevPAR, occupancy, and ADR statistics are on a systemwide basis for comparable properties, and all changes refer to year-over-year changes for the comparable period. Comparisons to prior periods are on a constant U.S. dollar basis, which we calculate by applying exchange rates for the current period to the prior comparable period. We believe constant dollar analysis provides valuable information regarding the performance of hotels in our system as it removes currency fluctuations from the presentation of such results.

We define our comparable properties as hotels in our system that were open and operating under one of our brands since the beginning of the last full calendar year (since January 1, 2025 for the current period) and have not, in either the current or previous year: (1) undergone significant room or public space renovations or expansions, (2) been converted between company-operated and franchised, or (3) sustained substantial property damage or business interruption. Our comparable properties also exclude MGM Collection with Marriott Bonvoy, Design Hotels, The Ritz-Carlton Yacht Collection, residences, timeshare, and all-inclusive properties.

Business Trends

In the 2026 first quarter, worldwide RevPAR increased 4.2 percent, driven by ADR growth of 3.1 percent and occupancy improvement of 0.7 percentage points.

In the U.S. & Canada, RevPAR increased 4.0 percent in the 2026 first quarter, reflecting strong demand across all brand tiers, led by luxury.

In our International regions, RevPAR increased 4.6 percent in the 2026 first quarter, reflecting higher demand in most countries across our APEC, Europe, Greater China, and CALA regions. Beginning in March 2026, and continuing into the 2026 second quarter, conflict in the Middle East resulted in a sharp decline in RevPAR in our Middle East & Africa region and negatively impacted demand in certain countries in our APEC region. The continued operational and financial impact on our business depends on the duration and extent of travel disruption resulting from the conflict.

Starwood Data Security Incident

On November 30, 2018, we announced a data security incident involving unauthorized access to the Starwood reservations database (the “Data Security Incident”). We are currently unable to reasonably estimate the range of total possible financial impact to the Company from the Data Security Incident in excess of the expenses already recorded; however, we do not believe this incident will impact our long-term financial health. See Note 5 for additional information related to legal proceedings and investigations related to the Data Security Incident.

System Growth and Pipeline

At the end of the 2026 first quarter, our system had 9,926 properties (1,795,808 rooms), compared to 9,805 properties (1,779,936 rooms) at year-end 2025 and 9,463 properties (1,718,542 rooms) at the end of the 2025 first quarter. In the 2026 first quarter, we added roughly 15,900 net rooms.

At the end of the 2026 first quarter, we had over 4,100 properties and nearly 618,000 rooms in our development pipeline, which included nearly 34,000 rooms approved for development but not yet under signed contracts. At the end of the 2026 first quarter, our development pipeline included over 268,000 rooms, or 43 percent, that were under construction, including hotels that are in the process of converting to our system. Over half of the rooms in our quarter-end development pipeline were located outside U.S. & Canada.

We currently expect full year 2026 net rooms growth of approximately 4.5 to 5.0 percent.

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Properties and Rooms

The following table shows our properties and rooms by ownership type.


	Properties					Rooms
	March 31, 2026	March 31, 2025	vs. March 31, 2025			March 31, 2026	March 31, 2025	vs. March 31, 2025
Franchised/Licensed/Other (1)	7,781	7,293	488	7	%	1,204,223	1,120,634	83,589	7	%
Managed	1,948	1,981	(33)	(2)	%	560,658	567,896	(7,238)	(1)	%
Owned/Leased	51	51	—	—	%	14,406	14,312	94	1	%
Residential	146	138	8	6	%	16,521	15,700	821	5	%
Total	9,926	9,463	463	5	%	1,795,808	1,718,542	77,266	4	%

(1)Licensed and other properties include our timeshare properties, MGM Collection with Marriott Bonvoy, Design Hotels, and The Ritz-Carlton Yacht Collection.

Lodging Statistics

The following table presents RevPAR, occupancy, and ADR statistics for comparable properties. Systemwide statistics include data from our franchised properties, in addition to our company-operated properties.



	Three Months Ended March 31, 2026 and Change vs. Three Months Ended March 31, 2025
	RevPAR				Occupancy					Average Daily Rate
	2026		vs. 2025		2026		vs. 2025			2026		vs. 2025
Comparable Company-Operated Properties
U.S. & Canada	$	197.07	4.6	%	67.6	%	0.4	%	pts.	$	291.48	3.9	%
Europe	$	174.01	7.0	%	61.2	%	(0.6)	%	pts.	$	284.35	8.0	%
Middle East & Africa	$	138.45	(2.3)	%	62.3	%	(6.3)	%	pts.	$	222.36	7.5	%
Greater China	$	79.23	6.1	%	65.1	%	1.2	%	pts.	$	121.63	4.1	%
Asia Pacific excluding China	$	136.26	7.6	%	71.3	%	2.5	%	pts.	$	191.17	3.8	%
Caribbean & Latin America	$	255.61	(0.7)	%	69.0	%	(0.1)	%	pts.	$	370.60	(0.5)	%
International - All (1)	$	126.47	4.1	%	66.3	%	0.1	%	pts.	$	190.69	4.1	%
Worldwide (2)	$	155.02	4.4	%	66.8	%	0.2	%	pts.	$	231.93	4.0	%
Comparable Systemwide Properties
U.S. & Canada	$	128.80	4.0	%	66.3	%	0.7	%	pts.	$	194.15	3.0	%
Europe	$	118.31	6.6	%	61.2	%	1.5	%	pts.	$	193.41	4.0	%
Middle East & Africa	$	128.54	(1.9)	%	61.6	%	(5.4)	%	pts.	$	208.78	6.7	%
Greater China	$	70.68	5.7	%	63.1	%	1.1	%	pts.	$	111.99	3.9	%
Asia Pacific excluding China	$	130.93	7.3	%	70.2	%	2.2	%	pts.	$	186.60	3.9	%
Caribbean & Latin America	$	139.29	2.0	%	63.0	%	1.4	%	pts.	$	221.24	(0.3)	%
International - All (1)	$	112.01	4.6	%	64.1	%	0.7	%	pts.	$	174.73	3.5	%
Worldwide (2)	$	123.09	4.2	%	65.6	%	0.7	%	pts.	$	187.70	3.1	%

(1)Includes Europe, Middle East & Africa, Greater China, Asia Pacific excluding China, and Caribbean & Latin America.

(2)Includes U.S. & Canada and International - All.

CONSOLIDATED RESULTS

The discussion below presents an analysis of our consolidated results of operations for the 2026 first quarter compared to the 2025 first quarter. Also see the “Business Trends” section above for further discussion.

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Fee Revenues


	Three Months Ended
($ in millions)	March 31, 2026		March 31, 2025		Change 2026 vs. 2025
Franchise fees	$	872	$	746	$	126	17	%
Base management fees	339		325		14		4	%
Incentive management fees	222		204		18		9	%
Gross fee revenues	1,433		1,275		158		12	%
Contract investment amortization	(35)		(28)		(7)		(25)	%
Net fee revenues	$	1,398	$	1,247	$	151	12	%

The increase in franchise fees in the 2026 first quarter primarily reflected higher co-branded credit card fees ($60 million) as well as higher revenue related to our franchised properties due to higher RevPAR, rooms growth ($23 million), and other items.

Owned, Leased, and Other


	Three Months Ended
($ in millions)	March 31, 2026		March 31, 2025		Change 2026 vs. 2025
Owned, leased, and other revenue	$	412	$	361	$	51	14	%
Owned, leased, and other expense	377		332		45		14	%
Owned, leased, and other revenue, net of owned, leased, and other expense	$	35	$	29	$	6	21	%

Cost Reimbursements


	Three Months Ended
($ in millions)	March 31, 2026		March 31, 2025		Change 2026 vs. 2025
Cost reimbursement revenue	$	4,844	$	4,655	$	189	4	%
Reimbursed expenses	4,936		4,722		214		5	%
Cost reimbursements, net	$	(92)	$	(67)	$	(25)	(37)	%

Cost reimbursements, net (cost reimbursement revenue, net of reimbursed expenses) varies due to timing differences between the costs we incur for centralized programs and services and the related reimbursements we receive from hotel owners and certain other counterparties. Over the long term, our centralized programs and services are not designed to impact our economics, either positively or negatively.

The decrease in cost reimbursements, net in the 2026 first quarter primarily reflected higher expenses, net of revenues for many of our centralized programs and services, partially offset by lower Loyalty Program expenses.

Other Operating Expenses


	Three Months Ended
($ in millions)	March 31, 2026		March 31, 2025		Change 2026 vs. 2025
Depreciation, amortization, and other	$	54	$	51	$	3	6	%
General and administrative	219		209		10		5	%
Restructuring and merger-related charges, and other	4		1		3		300	%

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Non-Operating Income (Expense)


	Three Months Ended
($ in millions)	March 31, 2026		March 31, 2025		Change 2026 vs. 2025
Gains (losses) and other income, net	$	3	$	(2)	$	5	250	%
Interest expense	(214)		(192)		(22)		(11)	%
Interest income	10		9		1		11	%
Equity in (losses) earnings	(5)		1		(6)		(600)	%

Interest expense increased in the 2026 first quarter primarily due to higher debt balances driven by Senior Notes issuances, net of maturities ($28 million).

Income Taxes


	Three Months Ended
($ in millions)	March 31, 2026		March 31, 2025		Change 2026 vs. 2025
Provision for income taxes	$	(210)	$	(99)	$	(111)	(112)	%

Provision for income taxes increased in the 2026 first quarter primarily due to the prior year release of tax reserves ($86 million) and higher pre-tax income ($26 million).

BUSINESS SEGMENTS

The following discussion presents an analysis of the operating results of our reportable business segments for the 2026 first quarter compared to the 2025 first quarter. Also see the “Business Trends” section above for further discussion.


	Three Months Ended
($ in millions)	March 31, 2026		March 31, 2025		Change 2026 vs. 2025
U.S. & Canada

Segment net fee revenues	$	752	$	689	$	63	9	%

Segment profit	646		644		2		—	%
EMEA

Segment net fee revenues	127		114		13		11	%

Segment profit	72		74		(2)		(3)	%
Greater China

Segment net fee revenues	68		60		8		13	%

Segment profit	45		45		—		—	%
APEC

Segment net fee revenues	102		97		5		5	%

Segment profit	71		80		(9)		(11)	%


	Properties					Rooms
	March 31, 2026	March 31, 2025	vs. March 31, 2025			March 31, 2026	March 31, 2025	vs. March 31, 2025
U.S. & Canada	6,422	6,280	142	2	%	1,073,530	1,048,111	25,419	2	%
EMEA	1,398	1,320	78	6	%	253,460	236,698	16,762	7	%
Greater China	709	606	103	17	%	193,186	175,114	18,072	10	%
APEC	748	637	111	17	%	158,648	144,447	14,201	10	%

In the 2026 first quarter, segment net fee revenues grew in the U.S. & Canada, compared to the same period in 2025, primarily due to higher RevPAR and rooms growth (see the Lodging Statistics and Properties and Rooms tables above for more information).

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Additionally, U.S. & Canada segment profits in the 2026 first quarter compared to the same period in 2025 reflected lower cost reimbursement revenue, net of reimbursed expenses ($72 million).

LIQUIDITY AND CAPITAL RESOURCES

Our long-term financial objectives include maintaining diversified financing sources, optimizing the mix and maturity of our long-term debt, and reducing our working capital. At the end of the 2026 first quarter, including the effect of interest rate swaps, our total long-term debt (current and noncurrent) had a weighted average interest rate of 4.6 percent, a weighted average maturity of approximately 5.8 years, and a ratio of fixed-rate to total long-term debt of 0.9 to 1.0.

Sources of Liquidity

Our Credit Facility

The Credit Facility contains certain covenants, including a single financial covenant that limits our maximum leverage (consisting of the ratio of Adjusted Total Debt to EBITDA, each as defined in the Credit Facility) to not more than 4.5 to 1.0. Our outstanding public debt does not contain a corresponding financial covenant or a requirement that we maintain certain financial ratios. We currently satisfy the covenants in our Credit Facility and public debt instruments, including the leverage covenant under the Credit Facility, and do not expect the covenants will restrict our ability to meet our anticipated borrowing and liquidity needs.

We monitor the status of the capital markets and regularly evaluate the effect that changes in capital market conditions may have on our ability to fund our liquidity needs. We believe the Credit Facility, and our access to capital markets, together with cash we expect to generate from operations, remain adequate to meet our liquidity requirements over the next 12 months and thereafter for the foreseeable future.

Commercial Paper

We issue commercial paper in the U.S. Because we do not have purchase commitments from buyers for our commercial paper, our ability to issue commercial paper is subject to market demand. We do not expect that fluctuations in the demand for commercial paper will affect our liquidity, given our borrowing capacity under the Credit Facility and access to capital markets.

Sources and Uses of Cash

Cash, cash equivalents, and restricted cash totaled $468 million at March 31, 2026, an increase of $97 million from year-end 2025, primarily due to long-term debt issuances, net of repayments ($1,422 million) and net cash provided by operating activities ($858 million), partially offset by net commercial paper repayments ($1,085 million), share repurchases ($700 million), dividends paid ($178 million), capital and technology expenditures ($130 million), and financing outflows for employee stock-based compensation withholding taxes ($124 million).

Our ratio of current assets to current liabilities was 0.5 to 1.0 at the end of the 2026 first quarter. We have significant borrowing capacity under our Credit Facility should we need additional working capital.

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Capital Expenditures and Other Investments

We made capital and technology expenditures of $130 million in the 2026 first quarter and $135 million in the 2025 first quarter. We expect capital expenditures and other investments will total approximately $1,050 million to $1,150 million for the 2026 full year, including capital and technology expenditures, loan advances, contract acquisition costs, and other investing activities (including our planned investment in Lefay, which we assume will occur later this year), but excluding any potential property or brand acquisitions, which we cannot forecast with sufficient accuracy and which may be significant. Our anticipated capital and technology expenditures include higher than typical spending on our worldwide technology systems transformation, the overwhelming portion of which we expect to be reimbursed over time, and renovations of hotels in our owned and leased portfolio.

Share Repurchases and Dividends

We repurchased 2.1 million shares of our common stock for $0.7 billion in the 2026 first quarter. Year-to-date through April 29, 2026, we repurchased 3.1 million shares for $1.1 billion. For additional information, see “Issuer Purchases of Equity Securities” in Part II, Item 2.

On February 12, 2026, our Board of Directors declared a quarterly cash dividend of $0.67 per share, which was paid on March 31, 2026 to stockholders of record on February 26, 2026.

We expect to continue to return cash to stockholders through a combination of share repurchases and cash dividends.

Material Cash Requirements

As of the end of the 2026 first quarter, there have been no material changes to our cash requirements as disclosed in our 2025 Form 10-K. See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our 2025 Form 10-K for more information about our cash requirements. Also, see Note 6 for information on our long-term debt.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect reported amounts and related disclosures. We have discussed those policies and estimates that we believe are critical and require the use of complex judgment in their application in our 2025 Form 10-K. We have made no material changes to our critical accounting policies or the methodologies or assumptions that we apply under them.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our exposure to market risk has not materially changed since December 31, 2025. See Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our 2025 Form 10-K for more information on our exposure to market risk.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this quarterly report under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Management necessarily applied its judgment in assessing the costs and benefits of those controls and procedures, which by their nature, can provide only reasonable assurance about management’s control objectives. You should note that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and we cannot assure you that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure

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controls and procedures were effective and operating to provide reasonable assurance that we record, process, summarize, and report the information we are required to disclose in the reports that we file or submit under the Exchange Act within the time periods specified in the rules and forms of the SEC, and to provide reasonable assurance that we accumulate and communicate such information to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions about required disclosure.

Changes in Internal Control Over Financial Reporting

We made no changes in internal control over financial reporting during the 2026 first quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

See the information under the “Litigation, Claims, and Government Investigations” caption in Note 5, which we incorporate here by reference. Within this section, we use a threshold of $1 million in disclosing material environmental proceedings involving a governmental authority, if any.

From time to time, we are also subject to other legal proceedings and claims, including adjustments proposed during governmental examinations of the various tax returns we file. While management presently believes that the ultimate outcome of these other proceedings, individually and in aggregate, will not materially harm our business, financial condition, cash flows, or overall trends in results of operations, legal proceedings are inherently uncertain, and unfavorable rulings could, individually or in aggregate, have a material adverse effect on our business, financial condition, operating results, or cash flows.

Item 1A. Risk Factors

We are subject to various risks that make an investment in our securities risky. You should carefully consider the risk factors disclosed in Part I, Item 1A, “Risk Factors,” of our 2025 Form 10-K. There are no material changes to the risk factors discussed in our 2025 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)Unregistered Sales of Equity Securities

None.

(b)Use of Proceeds

None.

(c)Issuer Purchases of Equity Securities


(in millions, except per share amounts)
Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs (1)
January 1, 2026 - January 31, 2026	0.9	$	319.08	0.9	25.7
February 1, 2026 - February 28, 2026	0.7	344.10		0.7	25.0
March 1, 2026 - March 31, 2026	0.5	324.80		0.5	24.5






Total	2.1	328.37		2.1

(1)Our Board of Directors has authorized a share repurchase program. On November 9, 2023, we announced that the Board had increased the common stock repurchase authorization under the program by 25 million shares, and on August 7, 2025, we announced that the Board had further increased the authorization by an additional 25 million shares. These authorizations have no expiration date. As of March 31, 2026, 24.5 million shares remained available for repurchase under the program. We may repurchase shares in the open market or in privately negotiated transactions, and we account for these shares as treasury stock.

Item 5. Other Information

During the 2026 first quarter, no director or Section 16 officer adopted or terminated any Rule 10b5-1 plans or non-Rule 10b5-1 trading arrangements.

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Item 6. Exhibits

We have not filed as exhibits certain instruments defining the rights of holders of the long-term debt of Marriott pursuant to Item 601(b)(4)(iii) of Regulation S-K promulgated under the Exchange Act, because the amount of debt authorized and outstanding under each such instrument does not exceed 10 percent of the total assets of the Company and its consolidated subsidiaries. The Company agrees to furnish a copy of any such instrument to the SEC upon request.

Exhibit No.

Description

Incorporation by Reference (where a report is indicated below, that document has been previously filed with the SEC and the applicable exhibit is incorporated by reference thereto)

3.1

Restated Certificate of Incorporation.

Exhibit No. 3.(i) to our Form 8-K filed August 22, 2006 (File No. 001-13881).

3.2

Amended and Restated Bylaws.

Exhibit No. 3.1 to our Form 8-K filed August 4, 2023 (File No. 001-13881).

*10.1

Form of Stock Appreciation Rights Agreement for the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (February 2026).

Filed with this report.

*10.2

Form of Performance Share Unit Award Agreement for the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (February 2026).

Filed with this report.

*10.3

Form of Restricted Stock Unit Agreement for the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (February 2026).

Filed with this report.

31.1

Certification of Chief Executive Officer Pursuant to Rule 13a-14(a).

Filed with this report.

31.2

Certification of Chief Financial Officer Pursuant to Rule 13a-14(a).

Filed with this report.

Section 1350 Certifications.

Furnished with this report.

101

The following financial statements from Marriott International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in Inline XBRL: (i) the Condensed Consolidated Statements of Income; (ii) the Condensed Consolidated Statements of Comprehensive Income; (iii) the Condensed Consolidated Balance Sheets; and (iv) the Condensed Consolidated Statements of Cash Flows.

MARRIOTT INTERNATIONAL INC /MD/ 10-Q