Brown William P 4

What Happened
William P. Brown, Group President U.S. & Canada for Marriott International (MAR), had 8,131 shares withheld to cover taxes on vested awards and sold 9,456 shares in the open market. On 2026-02-17 the company withheld 1,905 RSU shares and 6,226 PSU shares at $358.30 each (values $682,562 and $2,230,776, respectively) to satisfy tax liabilities. On 2026-02-18 Brown sold 9,456 shares in an open-market transaction at a weighted average price of $358.25 for proceeds of $3,387,622. Total disposed across these actions was $6,300,960.

Key Details

• Transaction dates and prices:
  • 2026-02-17: 1,905 shares withheld (F) @ $358.30 = $682,562 (RSUs)
  • 2026-02-17: 6,226 shares withheld (F) @ $358.30 = $2,230,776 (PSUs)
  • 2026-02-18: 9,456 shares sold (S) @ weighted avg $358.25 = $3,387,622 (highest sale $358.54, lowest $358.23)
• Shares withheld for taxes total: 8,131 shares ($2,913,338)
• Total proceeds from all disposals: $6,300,960
• Shares owned after the transactions: not disclosed in the provided filing excerpt
• Footnotes:
  • F1/F2 — shares withheld by the company to cover taxes on vesting of RSUs/PSUs
  • F3 — weighted average sale price; high/low sale prices noted
• Filing timeliness: Report filed 2026-02-19 for transactions on 2026-02-17 and 02-18; appears timely (Form 4 must be filed within two business days)

Context
The F-code disposals are tax-withholding on vested restricted/performance stock units (a routine administrative disposition), while the S-code transaction was an open-market sale. Such tax withholdings and occasional open-market sales are common and do not necessarily indicate a change in insider sentiment. No purchase or option-exercise (cashless) activity was reported in this filing.