Menon Rajeev 4

4 · MARRIOTT INTERNATIONAL INC /MD/ · Filed Feb 19, 2026

AI-generated summary of this filing

Updated Feb 20, 2026

Marriott (MAR) President Rajeev Menon Exercises SARs, Sells Shares

What Happened

Rajeev Menon, President – APEC of Marriott International (MAR), exercised three tranches of Stock Appreciation Rights (SARs) and completed an open-market sale the same day (2/18/2026).
- SAR exercises (acquired gross value shown):
  - 4,992 SARs — reported at $177.55 per share; $886,330 (Acquired). Footnote F3.
  - 2,298 SARs — reported at $238.87 per share; $548,923 (Acquired). Footnote F2.
  - 1,240 SARs — reported at $286.82 per share; $355,657 (Acquired). Footnote F1.
- Withholding to cover exercise price/taxes (dispositions labeled F):
  - 1,002 shares @ $355.18 = $355,890 (F1)
  - 1,548 shares @ $354.80 = $549,230 (F2)
  - 2,488 shares @ $356.27 = $886,400 (F3)
- Open-market sale:
  - 6,333 shares sold @ $356.61 = $2,258,412 (S)
- Additional derivative disposition lines (reporting the SAR conversion values) total $3,034,253 across the three SAR tranches (see filing for breakdown).
Per the filing footnotes, the exercises resulted in net share issuances of 238, 750 and 2,504 shares respectively (total net received = 3,492 shares), while a total of 5,038 shares were withheld to satisfy exercise price/tax obligations.

Key Details

Transaction date: February 18, 2026; Form 4 filed February 19, 2026 (timely filing).
Open-market sale proceeds: $2,258,412 (6,333 shares @ $356.61).
Net shares received from SAR exercises: 3,492; shares withheld for taxes/exercise: 5,038.
Footnotes on awards:
- F1–F3 describe net shares and withholding for each SAR tranche.
- F4–F6 show SAR grant dates and standard vesting schedules (grants from 2023–2025 that vest in three equal annual installments starting Feb 2024–2026).
Transaction types: M = exercise/conversion of derivative (SAR), F = shares withheld for exercise price/tax, S = open-market sale.

Context

Stock Appreciation Rights (SARs) give the holder the appreciation value in cash or stock on exercise; here Menon received net shares while other shares were withheld to cover the exercise price/taxes — a common cashless-like settlement.
The filing shows both the SAR exercises and an immediate open-market sale; this pattern (exercise + withholding + sale) is routine for compensatory awards and tax obligations rather than a straightforward buy/sell signal.
No 10% owner issues or gifts are involved. The filing was submitted the next day, so it appears timely.

Form 4

Period: 2026-02-18

President, APEC

Transactions

Exercise/Conversion
Class A Common Stock
2026-02-18$177.55/sh+4,992$886,330→ 17,325 total
Exercise/Conversion
Class A Common Stock
2026-02-18$238.87/sh+2,298$548,923→ 19,623 total
Exercise/Conversion
Class A Common Stock
2026-02-18$286.82/sh+1,240$355,657→ 20,863 total
Tax Payment
Class A Common Stock
[F1]
2026-02-18$355.18/sh−1,002$355,890→ 19,861 total
Tax Payment
Class A Common Stock
[F2]
2026-02-18$354.80/sh−1,548$549,230→ 18,313 total
Tax Payment
Class A Common Stock
[F3]
2026-02-18$356.27/sh−2,488$886,400→ 15,825 total
Sale
Class A Common Stock
2026-02-18$356.61/sh−6,333$2,258,412→ 9,492 total
Exercise/Conversion
Stock Appreciation Rights
[F4]
2026-02-18$355.18/sh−1,240$440,423→ 2,480 total
Exercise: $286.82Exp: 2035-02-14→ Class A Common Stock (1,240 underlying)
Exercise/Conversion
Stock Appreciation Rights
[F5]
2026-02-18$354.80/sh−2,298$815,330→ 1,149 total
Exercise: $238.87Exp: 2034-02-15→ Class A Common Stock (2,298 underlying)
Exercise/Conversion
Stock Appreciation Rights
[F6]
2026-02-18$356.27/sh−4,992$1,778,500→ 0 total
Exercise: $177.55Exp: 2033-02-16→ Class A Common Stock (4,992 underlying)

Holdings

Footnotes (6)

[F1]The Reporting Person received a net of 238 shares of common stock upon the exercise of 1,240 Stock Appreciation Rights ("SARs"). A total of 1,002 shares of common stock underlying such SARs were withheld in payment of the exercise price.
[F2]The Reporting Person received a net of 750 shares of common stock upon the exercise of 2,298 Stock Appreciation Rights ("SARs"). A total of 1,548 shares of common stock underlying such SARs were withheld in payment of the exercise price.
[F3]The Reporting Person received a net of 2,504 shares of common stock upon the exercise of 4,992 Stock Appreciation Rights ("SARs"). A total of 2,488 shares of common stock underlying such SARs were withheld in payment of the exercise price.
[F4]Stock Appreciation Rights granted on 2/14/2025 that vest in three equal installments beginning on February 15, 2026 and thereafter on the anniversary of that date.
[F5]Stock Appreciation Rights granted on 2/15/2024 that vest in three equal installments beginning on February 15, 2025 and thereafter on the anniversary of that date.
[F6]Stock Appreciation Rights granted on 2/16/2023 that vest in three equal installments beginning on February 15, 2024 and thereafter on the anniversary of that date.

Signature

Andrew P.C. Wright, Attorney-in-Fact|2026-02-19

1 file