What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-02-10 compared with 2025-02-11 · 80 added, 74 removed, 204 unchanged (43% of the section changed)

We are a worldwide operator, franchisor, and licensor of hotel, residential, timeshare, and other lodging properties under more than 30 brand names at different price and service points.

Consistent with our focus on management, franchising, and licensing, we own or lease very few of our lodging properties (less than one percent of our system).

As of year-end 2024, our system included 9,361 properties (1,706,331 rooms) in 144 countries and territories, and we also had nearly 3,800 hotels (over 577,000 rooms) in our development pipeline.

We are a worldwide franchisor, operator, and licensor of hotel, residential, timeshare, and other lodging properties under a portfolio of compelling brands at different price and service points.

Consistent with our focus on franchising, management, and licensing, we own or lease very few of our lodging properties (less than one percent of our system).

As of year-end 2025, our system included 9,805 properties (1,779,936 rooms) in 145 countries and territories, and we also had approximately 4,100 properties (nearly 610,000 rooms) in our development pipeline.

We discuss our operations in the following reportable business segments:

2 unchanged sentences

Brand Portfolio

We believe that our brand portfolio offers the most compelling range of brands and lodging offerings in hospitality.

We believe that our brand portfolio offers the most compelling range of brands, lodging properties, and other offerings in hospitality.

Our brands are categorized by style of offering - Classic and Distinctive.

5 unchanged sentences

Midscale offers limited services and essential amenities at a more affordable price point.

Longer stay brands, which are classified under multiple quality tiers, offer amenities that mirror the comforts of home.

Longer stay brands, which are classified under multiple quality tiers, offer amenities suggestive of the comforts of home.

The following table shows the portfolio of brands owned, operated, and/or licensed by Marriott for properties open at year-end 2025.

In 2025, we expect properties to open under additional brand offerings, including our StudioRes TM brand and our outdoor-focused lodging offerings.

The following table shows the geographic distribution of properties operating under the brands in our portfolio at year-end 2025:

53 unchanged sentences

Rooms — 214 3,135 2,228 1,918 240 7,735

Apartments by Marriott Bonvoy TM

Outdoor Collection by Marriott Bonvoy SM (3)

Properties 32 — — — — — 32

Rooms 1,532 — — — — — 1,532

Sonder by Marriott Bonvoy

Apartments by Marriott Bonvoy SM

Properties 2 1 — — — 2 5

34 unchanged sentences

Rooms — — 7,020 — — — 7,020

Properties 16 19 — 1 1 — 37

Rooms 4,374 3,938 — 210 267 — 8,789

City Express by Marriott SM

4 unchanged sentences

Rooms — 4,106 231 3,469 — — 7,806

Series by Marriott SM (3)

Properties 2 — — 37 — — 39

Rooms 164 — — 2,597 — — 2,761

Properties 4 — — — — — 4

Rooms 496 — — — — — 496

Residences Properties 72 13 20 21 2 16 144

7 unchanged sentences

(1) We exclude geographical data for Timeshare and Yacht as these offerings are captured within “Unallocated corporate and other.”

(2) Excludes five MGM Collection with Marriott Bonvoy properties (two Autograph Collection, one Tribute Portfolio, one The Luxury Collection, and one W Hotels), which are presented within their respective brands.

(2) During 2025, we terminated our licensing agreement with Sonder Holdings Inc.

(3) The Outdoor Collection by Marriott Bonvoy includes properties under both the Premium and Select quality tiers.

Series by Marriott includes properties under both the Select and Midscale quality tiers.

Property and room counts presented by brand in the above table include certain hotels in our system that are not yet operating under such brand, but are expected to operate under such brand following the completion of planned renovations.

In addition, Four Points Flex by Sheraton refers to properties previously referred to as Four Points Express by Sheraton.

Franchised, Licensed, and Other Properties

We have franchise, license, and other arrangements that permit hotel owners and certain other third parties to use many of our lodging brand names and systems.

Under our hotel franchising arrangements, we generally receive an initial application fee and continuing royalty fees, which typically range from four to seven percent of room revenues, plus for certain brands, up to four percent of food and beverage revenues, as well as reimbursement for centralized programs and services, such as our Loyalty Program (as defined below), reservations, and marketing.

The terms of these agreements vary, but they are generally for periods of 10 to 25 years.

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 , pursuant to which we receive royalty and certain other fees.

For our timeshare properties, we receive royalty fees under license agreements with Marriott Vacations Worldwide Corporation and its affiliates (collectively, “MVW”) for certain brands.

The royalty fees we receive from MVW consist of a fixed annual fee, adjusted for inflation, plus certain variable fees based on sales volumes.

Certain licensees and other counterparties are also charged for certain systems and centralized programs and services, such as our Loyalty Program, reservations, and marketing.

At year-end 2025, we had 7,644 franchised, licensed, and other properties (1,183,513 rooms and timeshare units).

Company-Operated Properties

2 unchanged sentences

In many cases (particularly in our U.S.

& Canada, Europe, and CALA regions), incentive management fees

are subject to a specified owner return.

Our management agreements also typically include reimbursement of costs of operations (both direct and indirect).

& Canada, Europe, and CALA regions), incentive management fees are subject to a specified owner return.

Such agreements are generally for initial periods of 20 to 30 years, with options for us to renew for up to 10 or more additional years.

2 unchanged sentences

Many of our management agreements also permit the hotel owners to terminate the agreement if we do not meet certain performance metrics, financial returns fail to meet defined levels for a period of time, and we have not cured those deficiencies.

For the hotels we operate, we generally are responsible for hiring, training, and supervising the associates needed to operate the hotels and for incurring operational and administrative costs related to the operation of the hotels, and hotel owners are required to reimburse us for those costs.

We provide centralized programs and services, such as our Loyalty Program (as defined below), reservations, and marketing, as well as various accounting and data processing services, and hotel owners are required to reimburse us for those costs as well.

Franchised, Licensed, and Other Properties

We have franchise, license, and other arrangements that permit hotel owners and certain other third parties to use many of our lodging brand names and systems.

Such agreements are generally for periods of 10 to 20 years.

For our timeshare properties, we receive royalty fees under license agreements with Marriott Vacations Worldwide Corporation and its affiliates (collectively, “MVW”) for certain brands.

The royalty fees we receive from MVW consist of a fixed annual fee, adjusted for inflation, plus certain variable fees based on sales volumes.

Certain licensees are also charged for certain systems and centralized programs and services, such as our Loyalty Program, reservations, and marketing.

At year-end 2024, we had 7,192 franchised, licensed, and other properties (1,104,446 rooms and timeshare units).

In certain circumstances, some of our management agreements allow owners to convert company-operated properties to franchised properties under our brands.

For the hotels we operate, we generally are responsible for hiring, training, and supervising the associates needed to operate the hotels.

In addition to providing hotel-level operating and administrative services, we also provide centralized programs and services, such as our Loyalty Program, reservations, and marketing, as well as various accounting and data processing services.

Under our management agreements, hotel owners are generally responsible for hotel operating costs, including centralized programs and services.

We use or license certain of our trademarks for the sale of residential real estate, often in conjunction with hotel development.

We receive one-time branding fees upon the sale of each branded residential unit by the third-party developers who construct and sell the residences, with limited amounts, if any, of our capital at risk.

We often also manage the related homeowners’ association and receive continuing management fees for that service.

We often also manage or provide a brand license to the related homeowners’ association and receive continuing fees for that service or license.

At year-end 2025, we had 144 branded residential properties (16,253 residential units).

Intellectual Property

We operate in a highly competitive industry and our brand names, trademarks, service marks, trade names, and logos are very important to our business, including the development, sales and marketing of our lodging offerings and services.

We believe that our brand names and other intellectual property have come to represent outstanding quality, care, service, and value to our customers, guests, and the traveling public.

We believe that our brand names and other intellectual property have come to represent outstanding quality, care, service, and value to our guests, the traveling public, and hotel owners.

Accordingly, we register and protect our intellectual property where we deem appropriate and otherwise protect against its unauthorized use.

1 unchanged sentence

Marriott Bonvoy ® is central to our business strategy.

It encompasses our portfolio of over 30 brands and other travel offerings, our direct channels, and our award-winning travel loyalty program, which we refer to throughout this report as our “Loyalty Program.” Loyalty Program members can earn points for stays at participating properties and other travel offerings, such as Homes & Villas by Marriott Bonvoy, a global offering focusing on the premium and luxury tiers of rental homes, as well as through purchases with co-branded credit cards and our Loyalty Program partners.

It encompasses our portfolio of compelling brands and other travel offerings, our direct channels, and our award-winning travel loyalty program, which we refer to throughout this report as our “Loyalty Program.” Loyalty Program members can earn points for stays at participating properties and other travel offerings, such as Homes & Villas by Marriott Bonvoy, a global offering focusing on the premium and luxury tiers of rental homes, as well as through purchases with co-branded credit cards and our Loyalty Program partners.

Members can redeem points for stays at participating properties, airline tickets, airline frequent flyer program miles, rental cars, products from Marriott Bonvoy Boutiques ® , and a variety of other awards, including experiences from Marriott Bonvoy Moments ® .

We believe that our Loyalty Program generates substantial repeat business that might otherwise go to competing properties.

In 2024, 72 percent of our U.S.

hotel room nights and 65 percent of our global hotel room nights were booked by Loyalty Program members.

We strategically market to this large and growing guest base to generate revenue.

In 2025, approximately 75 percent of our U.S.

hotel room nights and approximately 68 percent of our global hotel room nights were booked by Loyalty Program members.

We strategically market to this large and growing guest base to generate revenue, and we are focused on attracting and enrolling new Loyalty Program members.

We have co-branded credit cards associated with Marriott Bonvoy in 11 countries.

In the U.S., we have multi-year agreements with JPMorgan Chase and American Express.

We also license credit card programs internationally, including in Japan, China, Canada, the United Arab Emirates, and other markets.

We also license credit card programs internationally, including in Japan, the United Arab Emirates, China, Canada, and other markets.

We generally earn fixed amounts that are payable at contract inception and variable amounts that are paid to us monthly over the term of the agreements primarily based on card usage.

We believe that our co-branded credit cards create a diverse revenue stream for the Company, reflect the quality and value of our portfolio of brands, and contribute to the strength of our Loyalty Program by creating value for our customers, hotel owners, and other parties with whom we have an affiliation.

We believe that our co-branded credit cards create a diverse revenue stream for the Company, reflect the quality, significance and value of Marriott Bonvoy and our global lodging portfolio, and contribute to the strength of our Loyalty Program by creating value for our guests, hotel owners, and other parties with whom we have an affiliation.

Payments received under our co-branded credit card agreements represent a significant funding source for the Loyalty Program.

See the “Loyalty Program” caption in Note 2 for more information about our Loyalty Program and co-branded credit cards.

Sales and Marketing and Reservation Systems

Marriott.com, the Marriott Bonvoy mobile app, and our other direct digital channels offer seamless digital experiences.

We deliver customer-minded enhancements, including powerful in-stay capabilities through our mobile app, such as contactless check-in and check-out, Mobile Key, chat, service requests, mobile dining, and more.

In addition, we are focused on strengthening Marriott Bonvoy by attracting more Loyalty Program members and localizing our experiences to reach new customers around the world.

Our focus on creating frictionless experiences throughout our direct digital channels is foundational to our worldwide technology systems transformation.

This multi-year transformation of our reservations, property management, and loyalty systems is focused on introducing new technology that delivers more choices for customers, new capabilities for associates, and new revenue opportunities for hotels in our system.

Our above-property sales deployment and revenue management strategies are designed around the way the customer wants to buy and the strategic priorities of hotels in our system.

Our above-property sales strategy focuses on offering global business-to-business solutions, driving efficiencies, optimizing revenue, and enhancing customer loyalty while minimizing duplication of efforts at the hotel level.

We also utilize innovative and sophisticated revenue management systems, many of which are proprietary, which are designed to facilitate pricing decisions, increase efficiency, and optimize property-level revenue.

Direct Digital Channels, Sales and Revenue Management, and Marketing

Marriott.com, the Marriott Bonvoy mobile app, and our other direct digital channels offer seamless guest experiences.

We regularly introduce enhancements to improve guests’ experience exploring and booking rooms across Marriott’s extensive portfolio of properties, giving guests access to exclusive offers, rates, and Loyalty Program member perks.

In addition, the Marriott Bonvoy mobile app facilitates smooth arrivals and seamless stays with features like contactless check-in and check-out, mobile key, chat, service requests, mobile dining, and more at participating properties.

Our focus on creating frictionless experiences across our direct digital channels is foundational to our worldwide technology systems transformation.

This multi-year transformation of our reservations, property management, and loyalty systems is focused on introducing new technology that delivers more choices for guests, new capabilities for associates, and new revenue opportunities for hotels in our system.

Our above-property sales and revenue management strategies are designed around the way the guest wants to buy and the strategic priorities of hotels in our system.

Our above-property sales strategy focuses on offering global business-to-business solutions, driving efficiencies, optimizing revenue, and enhancing guest loyalty while minimizing duplication of efforts at the hotel level.

We also utilize innovative and sophisticated revenue management systems, including proprietary systems, which are designed to facilitate pricing decisions, increase efficiency, and optimize property-level revenue.

Most of the hotels in our portfolio utilize web-based programs to effectively manage the rate set-up and modification processes, which provides for greater pricing flexibility and increased efficiency.

Our marketing strategies focus on building awareness, increasing demand, promoting Marriott Bonvoy, and increasing customer loyalty.

Our marketing strategies focus on building awareness and consideration of Marriott Bonvoy, increasing demand, and increasing guest loyalty.

We do this through a variety of brand and marketing programs, offerings, and tools.

We compete for guests in many areas, including brand recognition and reputation, location, guest satisfaction, room rates, quality of service, amenities, quality of accommodations, safety and security, and the ability to earn and redeem loyalty program points.

There is robust competition within the hospitality industry, including as relates to brand recognition and reputation, location, guest satisfaction, room rates, quality of service and accommodations, property amenities and offerings, and guest loyalty programs and offerings (including co-branded credit cards).

We encounter strong competition in the short-term lodging market from regional, national, and international chains that operate lodging properties or franchise their brands, lodging properties that are not affiliated with a chain, and online platforms, including Airbnb and Vrbo, that allow travelers to book short-term rentals of homes and apartments as an alternative to hotel rooms.

Although we believe that our strong brand recognition assists us in attracting and retaining guests and hotel owners, we compete against many other companies with strong brands and guest appeal, including Hilton, IHG Hotels & Resorts, Hyatt, Wyndham Hotels & Resorts, Accor, Choice Hotels, Best Western Hotels & Resorts, and others.

Our direct digital channels also compete for guests with online travel services platforms, such as Expedia.com, Priceline.com, Booking.com, Travelocity.com, Orbitz.com, and Trip.com, and search engines such as Google, Bing, Yahoo, and Baidu.

We believe that the location and quality of our lodging offerings, our Loyalty Program, our marketing programs, our reservation systems, and our emphasis on guest service and guest and associate satisfaction contribute to guest preference across all our brands.

Our direct digital channels also compete for guests with online travel

services platforms, such as Expedia.com, Priceline.com, Booking.com, Travelocity.com, Orbitz.com, and Trip.com, and search engines such as Google, Bing, Yahoo, and Baidu.

Affiliation with a brand is common in the U.S.

3 unchanged sentences

Although lodging properties outside the U.S.

also often affiliate with a brand, such brand affiliation is

less prevalent than in the U.S.

also often affiliate with a brand, such brand affiliation is less prevalent than in the U.S.

Based on lodging industry data, we have an approximately 17 percent share of the U.S.

1 unchanged sentence

(based on number of rooms).

We believe that our brands are attractive to hotel owners seeking a management company, franchise, or other licensing affiliation because of the benefits of our Loyalty Program, centralized reservation systems, marketing programs, and other offerings, and our emphasis on guest service.

We also face strong competition in attracting and retaining hotel owners.

We believe that our brands are attractive to hotel owners seeking a franchise, management company, or other licensing affiliation because of our global scale and the benefits of our Loyalty Program, centralized reservation systems, marketing programs, and other offerings, and our emphasis on guest service.

In general, business at hotels in our system fluctuates moderately with the seasons.

2 unchanged sentences

Marriott’s long history of service, innovation, and growth is built on a culture of putting people first.

We are committed to investing in our associates, with a focus on leadership development, competitive compensation, and creating a sense of well-being and belonging for all.

We are committed to investing in our associates, with a focus on leadership development, competitive compensation, and creating a sense of well-being.

At year-end 2025, Marriott managed the employment of approximately 414,000 associates.

8 unchanged sentences

At our headquarters in Bethesda, Maryland, we utilize a hybrid work model to allow for flexibility and choice to meet the needs of our corporate workforce.

For many hotel-based associates, we are innovating the way hotel jobs are structured, introducing more flexibility and choice through our integrated jobs program, which allows associates to have more cross-training and engaging roles.

For many hotel-based associates, we are innovating the way hotel jobs are structured by introducing more flexibility and choice through our integrated jobs program, which allows associates to have cross-training and more engaging roles.

We encourage continual feedback from our associates at all levels.

We measure associate satisfaction through our Associate Engagement Survey, which gives all associates the opportunity to provide feedback about their work experience, providing valuable insights so we can drive improvements in our culture.

In 2024, we changed our cadence from an annual survey to three times per year to allow for more frequent feedback.

Our associate engagement scores exceeded the “Global Best Employer” external benchmark in 2024, and we were recognized as a top 10 company on the Fortune 100 Best Companies to Work For ® in 2024, a list we have been on for 27 consecutive years.

In 2024, we launched a comprehensive initiative, with a focus on our headquarters and corporate offices, to enhance our effectiveness and efficiency across the Company and to advance our strategic objectives.

As part of these efforts, we streamlined some roles, reshaped work to focus on our highest priorities, and de-layered the organization to speed up and simplify decision-making capabilities of our teams.

Our human capital strategy is based on three signature elements – Growing Great Leaders, Investing in Associates, and Providing Access to Opportunity.

We measure associate satisfaction through associateVoice surveys, which give all associates the opportunity to provide feedback about their work experience, providing valuable insights so we can drive improvements in our culture.

The surveys occur three times per year to allow for frequent feedback.

Our associate scores exceeded the “Global Best Employer” external benchmark in 2025, and we were recognized as a top 5 company on the Fortune World’s Best Workplaces TM list in 2025.

Our human capital strategy is based on three signature elements – Growing Great Leaders, Investing in Associates, and Creating Access to Opportunity.

Growing Great Leaders

We believe that associates at every level can inspire others through great leadership.

Our Leadership Framework, designed to help us grow great leaders, starts with three Leadership Essentials that clearly define what great leadership means at Marriott at all levels of the organization.

In 2024, we also revamped our leadership development offerings with tailored programming that targets successive managerial levels, creating a clear pathway for associates to progressively grow into leadership roles.

Our Leadership Framework, designed to help us grow great leaders, starts with Leadership Essentials that clearly define what great leadership means at Marriott at all levels of the organization.

Our leadership development offerings include tailored programming that targets all levels, creating a clear pathway for associates to progressively grow into leadership roles.

Our leadership competencies are integrated into our performance management process and leadership development programs.

Our talent development strategy is designed to provide opportunities for our associates to develop and grow their careers with Marriott for the long term while driving the performance of our business.

Our talent development strategy is designed to

provide opportunities for our associates to develop and grow their careers with Marriott for the long term while driving the performance of our business.

Investing in Associates

1 unchanged sentence

We provide our eligible U.S.

associates and their families with access to comprehensive compensation and benefits offerings, such as health care coverage, work/life support benefits, and other offerings, including retirement savings and employee stock purchase plans.

associates and their families access to comprehensive compensation and benefits offerings, such as health care coverage, work/life support benefits, and other offerings, including retirement savings and employee stock purchase plans.

Outside the U.S., we offer comprehensive compensation and benefit programs that vary based on the geographic market, and we regularly evaluate these programs for competitiveness against the external talent market.

Our TakeCare program provides associates with tools and resources to support their physical, mental, and financial well-being.

In addition, pay equity is foundational to our compensation structures and practices.

Globally, pay equity best practices guide our determination of starting pay for our associates, including our policy of prohibiting compensation history inquiries.

In the U.S., we conduct pay equity audits at least annually and make adjustments as needed.

Providing Access to Opportunity

Globally, Marriott’s compensation structures and policies are designed to promote pay equity, including our policy of prohibiting compensation history inquiries.

In the U.S., we conduct pay equity audits annually.

Creating Access to Opportunity

Our focus on access to opportunity encompasses a range of initiatives and programs to support our goal to make all stakeholders (including associates, guests, hotel owners, and suppliers) feel welcome and valued.

The Inclusion and Social Impact Committee of our Board of Directors (“Board”), established over 20 years ago, assists the Board in providing oversight of the Company’s strategy related to our people-first culture, associate well-being and inclusion, and corporate social responsibility and environmental matters.

The Inclusion and Social Impact Committee of our Board of Directors (“Board”), established over 20 years ago, assists the Board in providing oversight of the Company’s strategy and efforts to advance the Company’s business through the Company’s culture and core values, including creating access to opportunity for its various stakeholders and supporting the communities in which the Company operates.

Sustainability and Social Impact

1 unchanged sentence

Our sustainability and social impact platform, Serve 360:

Doing Good in Every Direction, is built around four focus areas:

Doing Good in Every Direction, is built around four areas:

Nurture Our World;

2 unchanged sentences

and Welcome All and Advance Human Rights.

Our efforts are centered around (1) making the communities and environments where we operate better places to live, work, and visit, (2) embedding sustainability across our operations, (3) providing access to workplace readiness and opportunity for all to grow and succeed, and (4) encouraging cultural understanding and connecting people through the power of travel.

Our sustainability strategy and initiatives focus on a wide range of issues, including designing resource-efficient hotels, implementing technologies to track and reduce energy and water consumption, as well as waste and food waste, increasing the use of renewable energy, managing water-related risks, focusing on third-party sustainability certifications at the hotel-level, supporting ecosystem restoration initiatives, and focusing on responsible and local sourcing.

We have set near-term and long-term science-based emissions reduction targets, which were verified by the Science Based Targets initiative in 2024.

We remain focused on meeting the evolving needs of associates, guests, hotel owners, and the communities and environments in which we operate.

Our sustainability strategy and initiatives focus on identifying opportunities to integrate sustainable practices across our business, particularly in the areas of energy, emissions, waste, and water.

In response to humanitarian crises and natural disasters, hotels in our system often look to support their local communities in need by donating funds, hotel stays, food, supplies, and volunteer hours.

We also deploy our Company relief funds to support affected associates and their families and charitable organizations providing relief in impacted areas.

We also continue to focus on our efforts to advance human rights, including by continuing to train associates in human trafficking awareness and donating our training program to the broader lodging industry.

Government Regulations

6 unchanged sentences

intellectual property;

cybersecurity, data privacy, data localization, data transfers, and the handling of personally identifiable information;

cybersecurity, data privacy, data localization, data transfers, the handling of personally identifiable information, and artificial intelligence (“AI”) and other emerging technologies;

the offer and sale of franchises;

competition and pricing;

climate and the environment;

health, safety, and accessibility;

liquor sales;

the offer and sale of franchises;

food and beverage sales;

gaming and other entertainment offerings;

and credit card products.

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business