What changed in this filing

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Item 9A. Controls and Procedures

2026-02-10 compared with 2025-02-11 · 84 added, 42 removed, 322 unchanged (28% of the section changed)

3 unchanged sentences

Management necessarily applied its judgment in assessing the costs and benefits of those controls and procedures, which by their nature, can provide only reasonable assurance about management’s control objectives.

You should note that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and we cannot assure you that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that

our disclosure controls and procedures were effective and operating to provide reasonable assurance that we record, process, summarize, and report the information we are required to disclose in the reports that we file or submit under the Exchange Act within the time periods specified in the rules and forms of the SEC, and to provide reasonable assurance that we accumulate and communicate such information to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions about required disclosure.

You should note that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events,

and we cannot assure you that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective and operating to provide reasonable assurance that we record, process, summarize, and report the information we are required to disclose in the reports that we file or submit under the Exchange Act within the time periods specified in the rules and forms of the SEC, and to provide reasonable assurance that we accumulate and communicate such information to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions about required disclosure.

Internal Control Over Financial Reporting

8 unchanged sentences

Directors, Executive Officers, and Corporate Governance.

We incorporate this information by reference to “Nominees to our Board of Directors,” “Committees of the Board — Audit Committee,” “Transactions with Related Persons,” “Delinquent Section 16(a) Reports,” “Selection of Director Nominees” and “Insider Trading Policies and Procedures” sections of our Proxy Statement.

We incorporate this information by reference to “Nominees to our Board of Directors,” “Board Committees — Audit Committee,” “Transactions with Related Persons,” “Delinquent Section 16(a) Reports,” “Selection of Director Nominees” and “Insider Trading Policies and Procedures” sections of our Proxy Statement.

We have included information regarding our executive officers and our Code of Ethics below.

Executive Compensation.

We incorporate this information by reference to the “Executive and Director Compensation” and “Compensation Committee Interlocks and Insider Participation” sections of our Proxy Statement.

We incorporate this information by reference to the “Executive and Director Compensation” section of our Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

19 unchanged sentences

In 2008, his responsibilities expanded to include all of U.S.

and Canada and the Caribbean and Latin America, and he became Executive Vice President and Global Chief Development Officer in 2009.

& Canada and Caribbean & Latin America, and he became Executive Vice President and Global Chief Development Officer in 2009.

Capuano earned his bachelor’s degree in Hotel Administration from Cornell University.

4 unchanged sentences

President, Europe, Middle East & Africa 61

60 Satya Anand was appointed President, Europe, Middle East & Africa (EMEA) in October 2020, and is responsible for developing and managing Marriott's portfolio in the region.

Satya Anand has served as President, Europe, Middle East & Africa (EMEA) since October 2020, and was appointed Group President, United States, Canada, and Caribbean & Latin America, effective March 28, 2026.

In his role as President, EMEA, Mr.

Anand is responsible for developing and managing Marriott’s portfolio in the region.

Anand began his career with Marriott International in 1988 and prior to assuming his role as President, EMEA, he served as Chief Operations Officer, Luxury & Southern Europe and Global Design EMEA from July 2016.

2 unchanged sentences

Anand holds a bachelor’s degree in Accounting from Bangalore’s MES College of Commerce and completed his Diploma in Hotel and Tourism Management from the Institute of Tourism & Hotel Management in Semmering, Austria.

Executive Vice President

and Chief Human Resources Officer 49 Ty Breland was appointed Executive Vice President and Chief Human Resources Officer effective October 2021.

Prior to that appointment, Mr.

Chief Human Resources Officer and Executive Vice President, Global Operations Services

Ty Breland was appointed Executive Vice President and Chief Human Resources Officer in October 2021 and was additionally designated Executive Vice President of Global Operations Services in March 2025.

Prior to his appointment in 2021, Mr.

Breland served as Global HR Officer for Talent Development & Organizational Capability, a role he assumed in 2016.

8 unchanged sentences

Name and Title Age Business Experience

Group President, United States and Canada 64 Liam Brown was appointed Group President, United States and Canada effective January 2021, and is responsible for developing and managing Marriott's portfolio in the region.

Group President, United States and Canada 65

Liam Brown was appointed Group President, United States and Canada effective January 2021, and is responsible for developing and managing Marriott's portfolio in the region.

Prior to this role, Mr.

3 unchanged sentences

Brown include Chief Operations Officer for the Americas for Select Service & Extended Stay Lodging and Owner & Franchise Services, as well as Senior Vice President and Executive Vice President of Development for Marriott’s Select Service & Extended Stay lodging products.

Brown also serves on the Executive Committee of the American Hotel and Lodging Association.

Brown currently serves as Chair of the Board of Directors and as a member of the Executive Committee of the American Hotel and Lodging Association.

He holds a Hotel Diploma and Business Degree from the Dublin Institute of Technology, Trinity College and earned his Master of Business Administration from the Robert H.

Smith School of Management at the University of Maryland.

On January 9, 2026, Marriott announced that Mr.

Brown will step down from his role as Group President, United States and Canada effective March 28, 2026, and will retire from the Company effective June 30, 2026.

Executive Vice President and Chief Development Officer 55

Shawn Hill was appointed Executive Vice President and Chief Development Officer effective January 1, 2026, and is responsible for leading the Company’s global development efforts.

Prior to this role, beginning in January 2022, Mr.

Hill served as Chief Development Officer for Marriott’s Asia Pacific excluding China region, based in Singapore, where he was responsible for overseeing the growth of the Company’s lodging portfolio in the region.

Hill also served as Senior Vice President – Hotel Development, Asia Pacific, from 2013 through December 2021.

He joined Marriott in 1997 and held positions of increasing responsibility in accounting, finance, and asset management before relocating to Hong Kong in 2005 to join the Asia Pacific development team.

Hill holds a Bachelor of Science in Accounting from Oral Roberts University and a Master of Business Administration from the University of Maryland.

Chief Operating Officer, Europe & Africa and Global Leader Design Hotels

Neal Jones has served as Chief Operating Officer, Europe & Africa and Global Leader Design Hotels since July 2024, and was appointed President, EMEA, effective March 28, 2026.

In his current role, Mr.

Jones oversees the Company’s performance across Europe and Africa as well as the Company’s Design Hotels portfolio.

Other key positions previously held by Mr.

Jones include Chief Sales & Marketing Officer for EMEA from January 2020 to July 2024 and for Middle East & Africa from 2013 to January 2020.

Jones joined Marriott in 1995 and previously served in various leadership positions throughout the Company, including Vice President, Global Sales, as well as other sales and marketing positions.

He graduated from Hotelschool The Hague in the Netherlands.

Controller and

Chief Accounting Officer 63 Felitia Lee was appointed Marriott’s Controller and Chief Accounting Officer and principal accounting officer effective August 2020, with responsibility for the global accounting operations of the Company including oversight of financial reporting and analysis, accounting policy, general accounting, consumer and technology accounting, finance and accounting governance, finance shared services, and financial contract compliance.

Chief Accounting Officer 64

Felitia Lee was appointed Marriott’s Controller and Chief Accounting Officer and principal accounting officer effective August 2020, with responsibility for the global accounting operations of the Company including oversight of financial reporting and analysis, accounting policy, general accounting, consumer and technology accounting, finance and accounting governance, finance shared services, and financial contract compliance.

Lee joined Marriott in May 2020, supporting the management of the Company’s accounting operations.

4 unchanged sentences

She is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants.

Name and Title Age Business Experience

President, Greater China 62

4 unchanged sentences

degree from Duke University School of Law.

Global Officer, Treasurer and Risk Management

Jennifer Mason has served as Global Officer, Treasurer and Risk Management since May 2022, and was appointed Executive Vice President and Chief Financial Officer effective immediately following the date on which Marriott files this report with the SEC.

As Global Officer, Treasurer and Risk Management, Ms.

Mason oversees global capital market activities and hotel financing, financial strategy and capital allocation, financial risk management, global capital transactions and treasury services, and the Company’s risk management function.

Prior to her current role, Ms.

Mason served as Marriott’s Chief Financial Officer, U.S.

& Canada from 2016 to May 2022.

Mason joined Marriott in 1992 and previously served in various leadership positions throughout Marriott, including Senior Vice President of IT Business Partnership and Planning and Senior Vice President of Sales and Marketing Planning Support.

Prior to this, she also held several positions of increasing responsibilities in Internal Audit, Corporate Financial Planning & Analysis, Lodging Finance and Business Development.

Mason serves on the Board of Directors of Six Flags Entertainment Corporation.

She earned her Bachelor of Science in Commerce from the University of Virginia and her Master of Business Administration from the Wharton School of the University of Pennsylvania.

Rajeev (Raj) Menon

6 unchanged sentences

He completed his education including Hotel Management in New Delhi and is also a graduate of the Advanced Management Program (AMP Class 194) at Harvard Business School.

Name and Title Age Business Experience

(Leeny) Oberg

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She earned her Bachelor of Science in Commerce, with concentrations in Finance and Management Information Systems, from the University of Virginia, McIntire School of Commerce and received her Master of Business Administration from Stanford University Graduate School of Business.

On July 14, 2025, Marriott announced that Ms.

Oberg will step down from her role as Chief Financial Officer and Executive Vice President, Development effective immediately following the date on which Marriott files this report with the SEC, and will retire from the Company effective March 31, 2026.

Name and Title Age Business Experience

Executive Vice President and Chief Revenue & Technology Officer 54

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She co-founded the Marriott Women in Leadership initiative in Asia Pacific in 2014 and is a board member of the Hong Kong chapter of the Asian University for Women.

She currently leads Marriott’s Women’s Associate Resource Group.

Roe is a graduate of the University of Michigan and holds a Master of Business Administration from Harvard Business School.

Roe serves on the Board of Directors of Simon Property Group, Inc.

She is a graduate of the University of Michigan and holds a Master of Business Administration from Harvard Business School.

CODE OF ETHICS AND BUSINESS CONDUCT GUIDE

9 unchanged sentences

Requests should be made to the Secretary, Marriott International, Inc., 7750 Wisconsin Avenue, Department 52/862, Bethesda, MD 20814.

We have not filed as exhibits certain instruments defining the rights of holders of the long-term debt of Marriott or its subsidiary Starwood Hotels & Resorts Worldwide, LLC, pursuant to Item 601(b)(4)(iii) of Regulation S-K promulgated under the Exchange Act, because the amount of debt authorized and outstanding under each such instrument does not exceed 10 percent of the total assets of the Company’s and its consolidated subsidiaries.

The Company agrees to furnish a copy of any such instrument to the SEC upon request.

18 unchanged sentences

10.2 to our Form 10-Q filed November 4, 2024 (File No.

Description Incorporation by Reference (where a report is indicated below, that document has been previously filed with the SEC and the applicable exhibit is incorporated by reference thereto)

10.3.1 License, Services and Development Agreement entered into on November 17, 2011, among The Ritz-Carlton Hotel Company, L.L.C., Marriott Vacations Worldwide Corporation, and the other signatories thereto.

4 unchanged sentences

10.4.1 to our Form 10-K filed February 15, 2022 (File No.

Description Incorporation by Reference (where a report is indicated below, that document has been previously filed with the SEC and the applicable exhibit is incorporated by reference thereto)

2023 Marriott International, Inc.

4 unchanged sentences

10.6.2 to our Form 10-K filed February 13, 2024 (File No.

Form of Non-Employee Director Deferred Share Award Agreement for the 2023 Marriott International, Inc.

Stock and Cash Incentive Plan.

10.2 to our Form 10-Q filed August 1, 2023 (File No.

Form of Non-Employee Director Deferred Fee Award Agreement for the 2023 Marriott International, Inc.

Stock and Cash Incentive Plan.

10.3 to our Form 10-Q filed August 1, 2023 (File No.

Form of Non-Employee Director Stock Appreciation Right Agreement for the 2023 Marriott International, Inc.

Stock and Cash Incentive Plan.

10.4 to our Form 10-Q filed August 1, 2023 (File No.

Marriott International, Inc.

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10.1 to our Form 10-Q filed August 10, 2020 (File No.

Form of Executive Restricted Stock Unit/MI Shares Agreement for the Marriott International, Inc.

Form of MI Shares Agreement for the Marriott International, Inc.

Stock and Cash Incentive Plan (February 2023).

10.1 to our Form 10-Q filed May 2, 2023 (File No.

Form of MI Shares Agreement for the Marriott International, Inc.

Form of Restricted Stock Unit Agreement for the 2023 Marriott International, Inc.

Stock and Cash Incentive Plan (February 2024).

10.3 to our Form 10-Q filed May 1, 2024 (File No.

Description Incorporation by Reference (where a report is indicated below, that document has been previously filed with the SEC and the applicable exhibit is incorporated by reference thereto)

Form of Restricted Stock Unit Agreement for the 2023 Marriott International, Inc.

Stock and Cash Incentive Plan (February 2025).

3 to our Form 10-Q filed M ay 1, 2024 (File No.

10.3 to our Form 10-Q filed May 6, 2025 (File No.

Form of Stock Appreciation Rights Agreement for the Marriott International, Inc.

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10.1 to our Form 10-Q filed May 1, 2024 (File No.

Form of Stock Appreciation Rights Agreement for the 2023 Marriott International, Inc.

Stock and Cash Incentive Plan (February 2025).

10.1 to our Form 10-Q filed May 6, 2025 (File No.

Description Incorporation by Reference (where a report is indicated below, that document has been previously filed with the SEC and the applicable exhibit is incorporated by reference thereto)

Form of Performance Share Unit Award Agreement for the Marriott International, Inc.

13 unchanged sentences

10.3 to our Form 10-Q filed August 2, 2022 (File No.

Form of Non-Employee Director Deferred Fee Award Agreement for the 2023 Marriott International, Inc.

Stock and Cash Incentive Plan.

10.3 to our Form 10-Q filed August 1, 2023 (File No.

Form of Non-Employee Director Deferred Share Award Agreement for the 2023 Marriott International, Inc.

Stock and Cash Incentive Plan.

10.2 to our Form 10-Q filed August 1, 2023 (File No.

Form of Non-Employee Director Deferred Fee Award Agreement for the 2023 Marriott International, Inc.

Stock and Cash Incentive Plan (May 2025).

10.2 to our Form 10-Q filed August 5, 2025 (File No.

Form of Non-Employee Director Deferred Share Award Agreement for the 2023 Marriott International, Inc.

Stock and Cash Incentive Plan (May 2025).

10.1 to our Form 10-Q filed August 5, 2025 (File No.

Form of Non-Employee Director Stock Appreciation Right Agreement for the Marriott International, Inc.

4 unchanged sentences

10.4 to our Form 10-Q filed August 2, 2022 (File No.

Form of Non-Employee Director Stock Appreciation Right Agreement for the 2023 Marriott International, Inc.

Stock and Cash Incentive Plan.

10.4 to our Form 10-Q filed August 1, 2023 (File No.

Form of Non-Employee Director Stock Appreciation Right Agreement for the 2023 Marriott International, Inc.

Stock and Cash Incentive Plan (May 2025).

10.3 to our Form 10-Q filed August 5, 2025 (File No.

Marriott International, Inc.

10 unchanged sentences

10.1 to our Form 10-Q filed November 4, 2024 (File No.

Fourth Amendment to the Marriott International, Inc.

Executive Deferred Compensation Plan, effective as of October 8, 2025.

Filed with this report.

Description Incorporation by Reference (where a report is indicated below, that document has been previously filed with the SEC and the applicable exhibit is incorporated by reference thereto)

Starwood 2013 Long-Term Incentive Compensation Plan.

4.4 to Starwood’s Form S-8 filed June 28, 2013 (File No.

Amendment dated June 29, 2016 to the Starwood 2013 Long-Term Incentive Compensation Plan.

10.20 to our Form 10-K filed February 15, 2018 (File No.

Amendment dated September 23, 2016 to the Starwood 2013 Long-Term Incentive Compensation Plan.

10.21 to our Form 10-K filed February 15, 2018 (File No.

Amendment dated May 5, 2017 to the Starwood 2013 Long-Term Incentive Compensation Plan.

10.19.1 to our Form 10-K filed February 15, 2018 (File No.

Amended and Restated Aircraft Time Sharing Agreement, effective as of September 14, 2023, between Marriott International Administrative Services, Inc.

3 unchanged sentences

Willard Marriott, Jr.

Filed with this report.

10.17 to our Form 10-K filed February 11, 2025 (File No.

Aircraft Time Sharing Agreement, effective as of February 9, 2023, between Marriott International Administrative Services, Inc.

22 unchanged sentences

(iv) the Consolidated Statements of Comprehensive Income for the year ended December 31, 2025, December 31, 2024, and December 31, 2023;

(v) the Consolidated Statements of Stockholders’ (Deficit) Equity for the year ended December 31, 2024, December 31, 2023, and December 31, 2022;

(v) the Consolidated Statements of Stockholders’ Deficit for the year ended December 31, 2025, December 31, 2024, and December 31, 2023;

and (vi) Notes to Consolidated Financial Statements.

8 unchanged sentences

Submitted electronically with this report.

Description Incorporation by Reference (where a report is indicated below, that document has been previously filed with the SEC and the applicable exhibit is incorporated by reference thereto)

101.LAB XBRL Taxonomy Label Linkbase Document.

37 unchanged sentences

Lee, Director

Tresvant, Director

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 9A. Controls and Procedures