MARRIOTT INTERNATIONAL INC /MD/ 10-K

Item 9A. Controls and Procedures. Disclosure Controls and Procedures We evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this annual report under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. 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, 60 Table of Contents 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 We have set forth management’s report on internal control over financial reporting and the attestation report of our independent registered public accounting firm on our internal control over financial reporting in Part II, Item 8 of this Form 10-K, and we incorporate those reports here by reference. We made no changes in internal control over financial reporting during the 2025 fourth quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. During the 2025 fourth quarter, no director or Section 16 officer adopted or terminated any Rule 10b5-1 plans or non-Rule 10b5-1 trading arrangements. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 61 Table of Contents PART III Items 10, 11, 12, 13, 14. As described below, we incorporate by reference in this Annual Report on Form 10-K certain information appearing in the Proxy Statement that we will furnish to our stockholders for our 2026 Annual Meeting of Stockholders. Item 10. Directors, Executive Officers, and Corporate Governance. 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. Item 11. Executive Compensation. We incorporate this information by reference to the “Executive and Director Compensation” section of our Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. We incorporate this information by reference to the “Securities Authorized for Issuance Under Equity Compensation Plans” and the “Stock Ownership” sections of our Proxy Statement. Item 13. Certain Relationships and Related Transactions, and Director Independence. We incorporate this information by reference to the “Transactions with Related Persons” and “Director Independence” sections of our Proxy Statement. Item 14. Principal Accountant Fees and Services. We incorporate this information by reference to the “Independent Registered Public Accounting Firm Fee Disclosure” and the “Pre-Approval of Independent Auditor Fees and Services Policy” sections of our Proxy Statement. 62 Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS We include below certain information on our executive officers. This information is as of February 1, 2026, except where indicated. Name and Title Age Business Experience Anthony G. (Tony) Capuano President and Chief Executive Officer 60 Tony Capuano was appointed Chief Executive Officer (“CEO”) in February 2021 and was additionally designated President in February 2023. Prior to his appointment as CEO, Mr. Capuano was Group President, Global Development, Design and Operations Services, a role he assumed in January 2020. In that role, he was responsible for leading the Company’s global development and design efforts and overseeing the Company’s Global Operations discipline. Mr. Capuano began his Marriott career in 1995 as part of the Market Planning and Feasibility team. Between 1997 and 2005, he led Marriott’s full-service development efforts in the Western U.S. and Canada. From 2005 to 2008, Mr. Capuano served as Senior Vice President of full-service development for North America. In 2008, his responsibilities expanded to include all of U.S. & Canada and Caribbean & Latin America, and he became Executive Vice President and Global Chief Development Officer in 2009. Mr. Capuano earned his bachelor’s degree in Hotel Administration from Cornell University. He is a member of the Cornell Hotel Society, The Cornell School of Hotel Administration Dean’s Advisory Board, the Business Roundtable, and the American Hotel and Lodging Association’s IREFAC Council. Additionally, Mr. Capuano serves on the Board of Directors of McDonald’s Corporation, The Economic Club of Washington, D.C., and Save Venice, a nonprofit organization dedicated to preserving the artistic heritage of Venice, Italy. Satyajit (Satya) Anand President, Europe, Middle East & Africa 61 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. Mr. 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. Prior to this, Mr. Anand was Marriott’s Chief Financial Officer for Europe for four years and held Area Vice President roles for Western and Central Europe, respectively, as well as various Cluster General Manager, operations and finance positions both on and above property. Mr. 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. Benjamin T. (Ty) Breland Chief Human Resources Officer and Executive Vice President, Global Operations Services 50 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. In that role, Mr. Breland had executive oversight for talent management, including leadership development, organizational capability, and change management. Mr. Breland also oversaw The Ritz-Carlton Leadership Center and served as the senior Human Resources leader for the Company’s Global Development, Design & Operations Services disciplines. Mr. Breland joined Marriott in 2004 as a member of the Company’s Talent Management and Analytics group and held a variety of other senior human resources leadership positions, including Global HR Integration Officer, responsible for the Human Resources integration for Marriott’s merger with Starwood Hotels & Resorts. From 2011 to 2015, Mr. Breland served as Regional Vice President of Human Resources for the Eastern Region of the U.S. Mr. Breland earned his Bachelor of Science in Psychology and Ph.D. in Industrial/Organizational Psychology from Virginia Tech, where he is a board member for the Virginia Tech Hospitality Business School. 63 Table of Contents Name and Title Age Business Experience William P. (Liam) Brown 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. Brown served as the President and Managing Director of Europe from 2018 to 2019, followed by Group President of Europe, Middle East & Africa in 2020. Mr. Brown joined Marriott in 1989 and served as President for Franchising, Owner Services and Managed by Marriott Select Brands, North America from 2012 to 2018. Other key positions previously held by Mr. 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. Mr. 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. David S. (Shawn) Hill 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. Mr. 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. Mr. Hill holds a Bachelor of Science in Accounting from Oral Roberts University and a Master of Business Administration from the University of Maryland. Neal Jones Chief Operating Officer, Europe & Africa and Global Leader Design Hotels 54 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. Mr. 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. Felitia O. Lee Controller and 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. Ms. Lee joined Marriott in May 2020, supporting the management of the Company’s accounting operations. Prior to joining Marriott, Ms. Lee was the Senior Vice President and Controller for Kohl’s Corporation since 2018, and prior to joining Kohl’s Corporation, Ms. Lee held the title of Vice President and Controller of the Pepsi Beverage Company along with a number of other leadership positions with PepsiCo, Inc. She earned her Bachelor of Science in Accounting from Santa Clara University. She is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants. 64 Table of Contents Name and Title Age Business Experience Yibing Mao President, Greater China 62 Yibing Mao was appointed President, Greater China in February 2023, and is responsible for developing and managing Marriott's portfolio in the region. Ms. Mao joined Marriott in 1996 and held the title of Senior Vice President & Chief Counsel, Asia Pacific from May 2016 until she stepped down in 2020. From 2021 to February 2023, she was a member of the Board of Directors of Las Vegas Sands Corporation. Ms. Mao received a Bachelor of Laws from Jilin University, Master of Law from Peking University, and a J.D. degree from Duke University School of Law. Jennifer C. Mason Global Officer, Treasurer and Risk Management 56 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. Ms. 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. Ms. 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 President, Asia Pacific excluding China 57 Rajeev Menon was appointed President, Asia Pacific excluding China (APEC) in October 2019, and is responsible for developing and managing Marriott's portfolio in the region. Prior to being appointed President, APEC, Mr. Menon served as the Chief Operating Officer for APEC from March 2015 through September 2019. Mr. Menon joined Marriott International in April 2001 as the General Manager of Renaissance Mumbai Hotel and Convention Center and Marriott Executive Apartments, Mumbai. Mr. Menon is a Board member of the Singapore Hotel Association, US/ASEAN Business Council, and Singapore Tourism Board. 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. Kathleen K. (Leeny) Oberg Chief Financial Officer and Executive Vice President, Development 65 Leeny Oberg was appointed Executive Vice President and Chief Financial Officer effective January 2016 and was additionally designated Executive Vice President, Business Operations in October 2021. In February 2023, Ms. Oberg began leading the Company’s Global Development organization and was appointed Chief Financial Officer and Executive Vice President, Development. Previously, Ms. Oberg was the Chief Financial Officer for The Ritz-Carlton since 2013. Prior to assuming that role, Ms. Oberg served in a range of financial leadership positions with Marriott, including Senior Vice President, Corporate and Development Finance and Senior Vice President, International Project Finance and Asset Management for Europe and the Middle East and Africa. Ms. Oberg first joined Marriott as part of its Investor Relations group in 1999. Ms. Oberg is an active member of the American Hotel and Lodging Association’s IREFAC Council, and she currently serves on the Board of Directors of Adobe Inc. 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. 65 Table of Contents Name and Title Age Business Experience Drew L. Pinto Executive Vice President and Chief Revenue & Technology Officer 54 Drew Pinto was appointed Executive Vice President and Chief Revenue & Technology Officer in February 2023, and is responsible for leading global sales and support channels, revenue management, digital, and information technology strategy for the Company. Since joining the Company in 2004, Mr. Pinto has held various leadership roles, including Global Officer, Global Sales, Distribution, and Revenue Management from January 2021 to February 2023 and Senior Vice President, Distribution & Revenue Strategy from January 2019 to January 2021. Mr. Pinto earned a Bachelor of Arts degree from Yale University and his Master of Business Administration from the University of Michigan Ross School of Business. Rena Hozore Reiss Executive Vice President and General Counsel 66 Rena Hozore Reiss was appointed Executive Vice President and General Counsel effective December 2017. Ms. Reiss previously held the position of Executive Vice President, General Counsel and Corporate Secretary at Hyatt Hotels. Prior to her position with Hyatt, Ms. Reiss was an attorney in Marriott’s law department from 2000 to 2010 building her career in roles with increasing responsibility, ultimately holding the position of Senior Vice President and Associate General Counsel in which she led Marriott’s managed development efforts in the Americas region. Ms. Reiss serves on the Board of Directors of the American Hotel and Lodging Association and of Legal Aid DC. She earned her A.B. from Princeton University and her J.D. from Harvard Law School. Peggy F. Roe Executive Vice President and Chief Customer Officer 54 Peggy Roe was appointed Executive Vice President and Chief Customer Officer in February 2023, and is responsible for overseeing development and execution of all aspects of Marriott’s global consumer strategy. Since joining Marriott in 2003, Ms. Roe has held various leadership roles focused on growth and innovation. From January 2020 to February 2023, she served as Global Officer, Customer Experience, Loyalty, and New Ventures, and from October 2013 to December 2019, she served as Chief Sales and Marketing Officer, Asia Pacific. 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. Ms. 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 The Company has long maintained and enforced a Code of Ethics that applies to all Marriott associates, including our Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer, and to each member of the Board. The Code of Ethics is encompassed in our Business Conduct Guide, which is available in the Investor Relations section of our website (Marriott.com/investor) by clicking on “Governance” and then “Documents & Charters.” We intend to post on that website any future changes or amendments to our Code of Ethics, and any waiver of our Code of Ethics that applies to any of our executive officers or a member of our Board within four business days following the date of the amendment or waiver. PART IV Item 15. Exhibits and Financial Statement Schedules. LIST OF DOCUMENTS FILED AS PART OF THIS REPORT (1) FINANCIAL STATEMENTS We include this portion of Item 15 under Part II, Item 8 of this Annual Report on Form 10-K. (2) FINANCIAL STATEMENT SCHEDULES We include the financial statement schedule information required by the applicable accounting regulations of the SEC in the notes to our financial statements and incorporate that information in this Item 15 by reference. 66 Table of Contents (3) EXHIBITS Any stockholder who wants a copy of the following Exhibits may obtain one from us upon request at a charge that reflects the reproduction cost of such Exhibits. 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 and its consolidated subsidiaries. The Company agrees to furnish a copy of any such instrument to the SEC upon request. Exhibit 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) 3.1 Restated Certificate of Incorporation. Exhibit No. 3.(i) to our Form 8-K filed August 22, 2006 (File No. 001-13881). 3.2 Amended and Restated Bylaws. Exhibit No. 3.1 to our Form 8-K filed August 4, 2023 (File No. 001-13881). 4.1 Form of Common Stock Certificate. Exhibit No. 4.5 to our Form S-3ASR filed December 8, 2005 (File No. 333-130212). 4.2 Indenture, dated as of November 16, 1998, between the Company and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank. Exhibit No. 4.1 to our Form 10-K filed March 16, 1999 (File No. 001-13881). 4.3 Description of Registrant’s Securities. Exhibit No. 4.3 to our Form 10-K filed February 13, 2024 (File No. 001-13881). 10.1.1 U.S. $4,500,000,000 Sixth Amended and Restated Credit Agreement dated as of December 14, 2022 with Bank of America, N.A. as administrative agent and certain banks. Exhibit No. 10 to our Form 8-K filed December 1 5 , 2022 (File No. 001-13881). 10.1.2 First Amendment, dated as of May 17, 2024 and effective as of June 4, 2024, to the Sixth Amended and Restated Credit Agreement with Bank of America, N.A. as administrative agent, and certain banks, dated as of December 14, 2022. Exhibit No. 10.1 to our Form 10-Q filed July 31, 2024 (File No. 001-13881). 10.2 Amended and Restated License, Services and Development Agreement, dated September 20, 2024 and effective as of January 1, 2024, by and among the Company, Marriott Worldwide Corporation, and Marriott Vacations Worldwide Corporation, and the other signatories thereto. Exhibit No. 10.2 to our Form 10-Q filed November 4, 2024 (File No. 001-13881). 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. Exhibit No. 10.2 to our Form 8-K filed November 21, 2011 (File No. 001-13881). 10.3.2 First Amendment to License, Services, and Development Agreement for Ritz-Carlton Projects, dated February 26, 2018, among The Ritz-Carlton Hotel Company, L.L.C., Marriott Vacations Worldwide Corporation, and the other signatories thereto. Exhibit No. 10.2 to our Form 8-K filed February 27, 2018 (File No. 001-13881). 10.4 Marriott Bonvoy Affiliation Agreement entered into on November 10, 2021, among the Company, Marriott Rewards, L.L.C., Marriott Vacations Worldwide Corporation and certain of its subsidiaries, Marriott Ownership Resorts, Inc., and the other signatories thereto. Exhibit No. 10.4.1 to our Form 10-K filed February 15, 2022 (File No. 001-13881). 67 Table of Contents Exhibit 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) *10.5.1 2023 Marriott International, Inc. Stock and Cash Incentive Plan. Exhibit No. 10.1 to our Form 8-K filed May 16, 2023 (File No. 001-13881). *10.5.2 United Kingdom Sub-Plan of the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (December 2023). Exhibit No. 10.6.2 to our Form 10-K filed February 13, 2024 (File No. 001-13881). *10.6.1 Marriott International, Inc. Stock and Cash Incentive Plan, as amended through February 13, 2014. Exhibit A to our Definitive Proxy Statement filed April 4, 2014 (File No. 001-13881). *10.6.2 Amendment dated August 7, 2014 to the Marriott International, Inc. Stock and Cash Incentive Plan. Exhibit No. 10 to our Form 10-Q filed October 29, 2014 (File No. 001-13881). *10.6.3 Amendment dated September 23, 2016 to the Marriott International, Inc. Stock and Cash Incentive Plan. Exhibit No. 10.8.2 to our Form 10-K filed February 15, 2018 (File No. 001-13881). *10.6.4 Amendment dated November 10, 2016 to the Marriott International, Inc. Stock and Cash Incentive Plan. Exhibit No. 10.22 to our Form 10-K filed February 15, 2018 (File No. 001-13881). *10.6.5 Amendment dated May 5, 2017 to the Marriott International, Inc. Stock and Cash Incentive Plan. Exhibit No. 10.8.3 to our Form 10-K filed February 15, 2018 (File No. 001-13881). *10.6.6 Amendment dated February 15, 2019 to the Marriott International, Inc. Stock and Cash Incentive Plan. Exhibit No. 10.7.5 to our Form 10-K filed March 1, 2019 (File No. 001-13881). *10.6.7 Amendment dated May 10, 2019 to the Marriott International, Inc. Stock and Cash Incentive Plan. Exhibit No. 10.1 to our Form 10-Q filed August 6, 2019 (File No. 001-13881). *10.6.8 Amendment dated May 8, 2020 to the Marriott International, Inc. Stock and Cash Incentive Plan. Exhibit No. 10.1 to our Form 10-Q filed August 10, 2020 (File No. 001-13881). *10.7.1 Form of MI Shares Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2023). Exhibit No. 10.1 to our Form 10-Q filed May 2, 2023 (File No. 001-13881). *10.7.2 Form of Restricted Stock Unit Agreement for the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (February 2024). Exhibit No. 10.3 to our Form 10-Q filed May 1, 2024 (File No. 001-13881). *10.7.3 Form of Restricted Stock Unit Agreement for the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (February 2025). Exhibit No. 10.3 to our Form 10-Q filed May 6, 2025 (File No. 001-13881). *10.8.1 Form of Stock Appreciation Rights Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (pre-February 2018). Exhibit No. 10.12 to our Form 10-K filed February 15, 2018 (File No. 001-13881). *10.8.2 Form of Stock Appreciation Rights Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2018). Exhibit No. 10.7 to our Form 10-Q filed May 10, 2018 (File No. 001-13881). *10.8.3 Form of Stock Appreciation Rights Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (March 2019). Exhibit No. 10.3 to our Form 10-Q filed May 10, 2019 (File No. 001-13881). *10.8.4 Form of Stock Appreciation Rights Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2021). Exhibit No. 10.5 to our Form 10-Q filed May 10, 2021 (File No. 001-13881). *10.8.5 Form of Stock Appreciation Rights Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2023). Exhibit No. 10.3 to our Form 10-Q filed May 2, 2023 (File No. 001-13881). *10.8.6 Form of Stock Appreciation Rights Agreement for the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (February 2024). Exhibit No. 10.1 to our Form 10-Q filed May 1, 2024 (File No. 001-13881). *10.8.7 Form of Stock Appreciation Rights Agreement for the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (February 2025). Exhibit No. 10.1 to our Form 10-Q filed May 6, 2025 (File No. 001-13881). 68 Table of Contents Exhibit 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) *10.9.1 Form of Performance Share Unit Award Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (February 2023). Exhibit No. 10.2 to our Form 10-Q filed May 2, 2023 (File No. 001-13881). *10.9.2 Form of Performance Share Unit Award Agreement for the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (February 2024). Exhibit No. 10.2 to our Form 10-Q filed May 1, 2024 (File No. 001-13881). *10.9.3 Form of Performance Share Unit Award Agreement for the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (February 2025). Exhibit No. 10.2 to our Form 10-Q filed May 6, 2025 (File No. 001-13881). *10.10.1 Form of Non-Employee Director Deferred Fee Award Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan. Exhibit No. 10.2 to our Form 10-Q filed August 2, 2022 (File No. 001-13881). *10.10.2 Form of Non-Employee Director Deferred Share Award Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan. Exhibit No. 10.3 to our Form 10-Q filed August 2, 2022 (File No. 001-13881). *10.10.3 Form of Non-Employee Director Deferred Fee Award Agreement for the 2023 Marriott International, Inc. Stock and Cash Incentive Plan. Exhibit No. 10.3 to our Form 10-Q filed August 1, 2023 (File No. 001-13881). *10.10.4 Form of Non-Employee Director Deferred Share Award Agreement for the 2023 Marriott International, Inc. Stock and Cash Incentive Plan. Exhibit No. 10.2 to our Form 10-Q filed August 1, 2023 (File No. 001-13881). *10.10.5 Form of Non-Employee Director Deferred Fee Award Agreement for the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (May 2025). Exhibit No. 10.2 to our Form 10-Q filed August 5, 2025 (File No. 001-13881). *10.10.6 Form of Non-Employee Director Deferred Share Award Agreement for the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (May 2025). Exhibit No. 10.1 to our Form 10-Q filed August 5, 2025 (File No. 001-13881). *10.11.1 Form of Non-Employee Director Stock Appreciation Right Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (Pre-May 2022). Exhibit No. 10.12.2 to our Form 10-K filed February 15, 2018 (File No. 001-13881). *10.11.2 Form of Non-Employee Director Stock Appreciation Right Agreement for the Marriott International, Inc. Stock and Cash Incentive Plan (May 2022). Exhibit No. 10.4 to our Form 10-Q filed August 2, 2022 (File No. 001-13881). *10.11.3 Form of Non-Employee Director Stock Appreciation Right Agreement for the 2023 Marriott International, Inc. Stock and Cash Incentive Plan. Exhibit No. 10.4 to our Form 10-Q filed August 1, 2023 (File No. 001-13881). *10.11.4 Form of Non-Employee Director Stock Appreciation Right Agreement for the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (May 2025). Exhibit No. 10.3 to our Form 10-Q filed August 5, 2025 (File No. 001-13881). *10.12.1 Marriott International, Inc. Executive Deferred Compensation Plan, amended and restated as of February 11, 2022. Exhibit No. 10.6.1 to our Form 10-K filed February 15, 2022 (File No. 001-13881). *10.12.2 First Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, effective as of October 31, 2022. Exhibit No. 10.7.2 to our Form 10-K filed February 14, 2023 (File No. 001-13881). *10.12.3 Second Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, effective as of January 1, 2024. Exhibit No. 10.15.3 to our Form 10-K filed February 13, 2024 (File No. 001-13881). *10.12.4 Third Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, effective as of January 1, 2025. Exhibit No. 10.1 to our Form 10-Q filed November 4, 2024 (File No. 001-13881). *10.12.5 Fourth Amendment to the Marriott International, Inc. Executive Deferred Compensation Plan, effective as of October 8, 2025. Filed with this report. 69 Table of Contents Exhibit 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) *10.13 Amended and Restated Aircraft Time Sharing Agreement, effective as of September 14, 2023, between Marriott International Administrative Services, Inc. and Anthony Capuano. Exhibit No. 10.2 to our Form 10-Q filed November 2, 2023 (File No. 001-13881). 10.14 Third Amended and Restated Aircraft Time Sharing Agreement, effective as of November 7, 2024, between Marriott International Administrative Services, Inc. and J. Willard Marriott, Jr. Exhibit No. 10.17 to our Form 10-K filed February 11, 2025 (File No. 001-13881). *10.15 Aircraft Time Sharing Agreement, effective as of February 9, 2023, between Marriott International Administrative Services, Inc. and David Marriott. Exhibit No. 10.16 to our Form 10-K filed February 14, 2023 (File No. 001-13881). 19 Marriott International, Inc. Securities Trading Policy (MIP-11). Filed with this report. 21 Subsidiaries of Marriott International, Inc. Filed with this report. 23 Consent of Ernst & Young LLP. Filed with this report. 31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a). Filed with this report. 31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a). Filed with this report. 32 Section 1350 Certifications. Furnished with this report. 97 Marriott International, Inc. Rule 10D-1 Clawback Policy. Exhibit No. 97 to our Form 10-K filed February 13, 2024 (File No. 001-13881). 101 The following financial statements from Marriott International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Income for the year ended December 31, 2025, December 31, 2024, and December 31, 2023; (ii) the Consolidated Balance Sheets at December 31, 2025, and December 31, 2024; (iii) the Consolidated Statements of Cash Flows for the year ended December 31, 2025, December 31, 2024, and December 31, 2023; (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 for the year ended December 31, 2025, December 31, 2024, and December 31, 2023; and (vi) Notes to Consolidated Financial Statements. Submitted electronically with this report. 101.INS XBRL Instance Document. Submitted electronically with this report. 101.SCH XBRL Taxonomy Extension Schema Document. Submitted electronically with this report. 101.CAL XBRL Taxonomy Calculation Linkbase Document. Submitted electronically with this report. 101.DEF XBRL Taxonomy Extension Definition Linkbase. Submitted electronically with this report. 101.LAB XBRL Taxonomy Label Linkbase Document. Submitted electronically with this report. 101.PRE XBRL Taxonomy Presentation Linkbase Document. Submitted electronically with this report. 104 The cover page from Marriott International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL (included as Exhibit 101). Submitted electronically with this report. * Denotes management contract or compensatory plan. 70 Table of Contents Item 16. Form 10-K Summary. None. 71 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, we have duly caused this Form 10-K to be signed on our behalf by the undersigned, thereunto duly authorized, on this 10th day of February 2026. MARRIOTT INTERNATIONAL, INC. By: /s/Anthony G. Capuano Anthony G. Capuano President and Chief Executive Officer Pursuant to the requirements of the Exchange Act, this Form 10-K has been signed by the following persons on our behalf in the capacities indicated and on the date indicated above. PRINCIPAL EXECUTIVE OFFICER: /s/Anthony G. Capuano President, Chief Executive Officer and Director Anthony G. Capuano PRINCIPAL FINANCIAL OFFICER: /s/Kathleen K. Oberg Chief Financial Officer and Executive Vice President, Development Kathleen K. Oberg PRINCIPAL ACCOUNTING OFFICER: /s/Felitia O. Lee Controller and Chief Accounting Officer Felitia O. Lee DIRECTORS: /s/David S. Marriott /s/Aylwin B. Lewis David S. Marriott, Chairman of the Board Aylwin B. Lewis, Director /s/Isabella D. Goren /s/Margaret M. McCarthy Isabella D. Goren, Director Margaret M. McCarthy, Director /s/Deborah Marriott Harrison /s/Grant F. Reid Deborah Marriott Harrison, Director Grant F. Reid, Director /s/Frederick A. Henderson /s/Horacio D. Rozanski Frederick A. Henderson, Director Horacio D. Rozanski, Director /s/Lauren R. Hobart /s/Susan C. Schwab Lauren R. Hobart, Director Susan C. Schwab, Director /s/Debra L. Lee /s/Sean C. Tresvant Debra L. Lee, Director Sean C. Tresvant, Director 72