Capuano Anthony 4

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

AI-generated summary of this filing

Updated Feb 20, 2026

Marriott CEO Anthony Capuano Sells 112K Shares (~$40.3M)

What Happened

Anthony Capuano, President & CEO and Director of Marriott International (MAR), disposed of a total of 112,177 shares on Feb 17, 2026, generating about $40.25 million.
Transactions broke down into 49,177 shares withheld by the company to cover taxes on vested awards (tax withholding) and 63,000 shares sold in open-market trades. Notable line items:
- 8,071 shares withheld for RSU taxes at $358.30 each = $2,891,839
- 41,106 shares withheld for PSU taxes at $358.30 each = $14,728,280
- 4,788 shares sold open market at $360.01 = $1,723,705
- 16,610 shares sold open market at $358.47 = $5,954,163
- 41,602 shares sold open market at $359.43 = $14,953,165
These actions are primarily tax-withholdings on vested awards plus open-market sales of vested shares (typical cashless settlement and disposition), rather than new purchases.

Key Details

Transaction date: 2026-02-17; Form filed 2026-02-19 (timely, no late filing indicated).
Total shares disposed: 112,177; total proceeds/values reported ≈ $40,251,152.
Open-market sale weighted-average prices and ranges per footnotes:
- One sale group weighted avg $360.01 (high $360.24, low $359.905)
- One sale group weighted avg $358.47 (high $358.8989, low $357.90)
- One sale group weighted avg $359.43 (high $359.9044, low $358.9046)
Footnotes: F1 = shares withheld to cover taxes on RSUs; F4 = shares withheld to cover taxes on PSUs; F2–F3–F5 give weighted-average sale prices and ranges.
Shares owned after the transactions are not specified in the provided filing excerpt.

Context

This appears to be routine settlement of vested restricted stock (RSUs/PSUs) with shares withheld to cover tax obligations, followed by open-market sales of the remaining vested shares — a common cashless settlement and liquidity action by executives.
Sales are not, by themselves, a clear bullish or bearish signal; they often reflect tax withholding or diversification/liquidity needs.

Form 4

Period: 2026-02-17

DirectorPresident & CEO

Transactions

Tax Payment
Class A Common - Restricted Stock Units
[F1]
2026-02-17$358.30/sh−8,071$2,891,839→ 28,040 total
Sale
Class A Common Stock
[F2]
2026-02-17$360.01/sh−4,788$1,723,705→ 212,935 total
Sale
Class A Common Stock
[F3]
2026-02-17$358.47/sh−16,610$5,954,163→ 196,325 total
Tax Payment
Class A Common Stock
[F4]
2026-02-17$358.30/sh−41,106$14,728,280→ 155,219 total
Sale
Class A Common Stock
[F5]
2026-02-17$359.43/sh−41,602$14,953,165→ 113,617 total

Holdings

Footnotes (5)

[F1]Shares withheld by the Company to cover taxes associated with vesting of RSUs.
[F2]Represents the weighted average sale price. The highest price at which shares were sold was $360.2400 and the lowest price at which shares were sold was $359.9050.
[F3]Represents the weighted average sale price. The highest price at which shares were sold was $358.8989 and the lowest price at which shares were sold was $357.9000.
[F4]Shares withheld by the Company to cover taxes associated with vesting of PSUs.
[F5]Represents the weighted average sale price. The highest price at which shares were sold was $359.9044 and the lowest price at which shares were sold was $358.9046.

Signature

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

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