Menon Rajeev 4

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.