10-K – 2026-02-10 – mar-20251231.htm

NOTE 1. BASIS OF PRESENTATION
The consolidated financial statements present the results of operations, financial position, and cash flows of Marriott International, Inc. and its consolidated subsidiaries (referred to in this report as “we,” “us,” “Marriott,” or the “Company”). In order to make this report easier to read, we also refer throughout to (1) our Consolidated Financial Statements as our “Financial Statements,” (2) our Consolidated Statements of Income as our “Income Statements,” (3) our Consolidated Balance Sheets as our “Balance Sheets,” (4) our Consolidated Statements of Cash Flows as our “Statements of Cash Flows,” (5) our properties, brands, or markets in the United States and Canada as “U.S. & Canada,” and (6) our properties, brands, or markets in our Europe, Middle East & Africa, Greater China, Asia Pacific excluding China, and Caribbean & Latin America regions, as “International.” References throughout to numbered “Notes” refer to these Notes to Consolidated Financial Statements, unless otherwise stated. In addition, we use the term “hotel owners” throughout this report to refer, collectively, to owners of hotels and other lodging offerings operating in our system pursuant to franchise agreements, management agreements, license agreements or similar arrangements, and we use the term “hotels in our system” to refer to hotels and other lodging offerings operating in our system pursuant to such arrangements, as well as hotels that we own or lease. The terms “hotel owners” and “hotels in our system” exclude Homes & Villas by Marriott Bonvoy SM (which we also exclude from our property and room count), timeshare, residential, and The Ritz-Carlton Yacht Collection ® .
Preparation of financial statements that conform with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts of revenues and expenses during the reporting periods, and the disclosures of contingent liabilities. Accordingly, ultimate results could differ from those estimates.
The accompanying Financial Statements reflect all normal and recurring adjustments necessary to present fairly our financial position at fiscal year-end 2025 and fiscal year-end 2024 and the results of our operations and cash flows for fiscal years 2025, 2024, and 2023. We have eliminated all material intercompany transactions and balances between entities consolidated in these Financial Statements. In addition, in the 2025 fourth quarter, to enhance understanding of the Company’s general and administrative costs, we reclassified amounts attributable to other expenses previously reported under the “General, administrative, and other” caption to the “Owned, leased, and other expense” caption of our Income Statements. The expenses that were reclassified from “General, administrative, and other” are certain costs associated with our property-related fee revenues, such as guarantee expense, provision for credit losses, and certain brand-related or property-related expenses, as well as costs associated with certain third-party agreements. We reclassified prior period amounts, which totaled $ 129  million in 2024 and $ 144  million in 2023, to conform to our current presentation.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue Recognition
Franchise Fee and Royalty Fee Revenue : For our franchised properties, we have a performance obligation to provide franchisees a license to our intellectual property for use of certain of our brand names. As compensation for such services, we are typically entitled to initial application fees and ongoing royalty fees. Our ongoing royalty fees represent variable consideration, as the transaction price is based on a percentage of certain revenues of the properties, as defined in each contract. We recognize royalty fees on a monthly basis over the term of the agreement as those amounts become payable. Initial application and relicensing fees are fixed consideration payable upon submission of a franchise application or renewal and are recognized on a straight-line basis over the initial or renewal term of the franchise agreements.
Base Management and Incentive Management Fees : For our managed properties, we have performance obligations to provide hotel management services and a license to our intellectual property for the use of our brand names. As compensation for such services, we are generally entitled to receive base management fees, which are a percentage of the revenues of properties, and incentive management fees, which are generally based on a measure of hotel profitability. Both the base management and incentive management fees are variable consideration, as the transaction price is based on a percentage of revenue or profit, as defined in each contract. We recognize base management fees on a monthly basis over the term of the agreement as those amounts become payable. We recognize incentive management fees on a monthly basis over the term of the agreement based on each property’s financial results, as long as we do not expect a significant reversal due to projected future hotel performance or cash flows in future periods.
Owned and Leased Hotel Revenue : At our owned and leased hotels, we have performance obligations to provide accommodations and other ancillary services to hotel guests. As compensation for such goods and services, we are typically entitled to a fixed nightly fee for an agreed upon period and additional fixed fees for any ancillary services purchased. These
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fees are generally payable at the time the hotel guest checks out of the hotel. We generally satisfy the performance obligations over time, and we recognize the revenue from room sales and from other ancillary guest services on a daily basis, as the rooms are occupied and we have rendered the services.
Cost Reimbursements : Under our agreements with hotel owners and certain other counterparties, we are entitled to be reimbursed for certain costs we incur on behalf of their properties, with no added mark-up. These costs primarily consist of payroll and related expenses at managed properties where we are the employer of the employees at the properties and include certain operational and administrative costs as provided for in our contracts with the hotel owners. We are entitled to reimbursement in the period we incur the related reimbursable costs, which we recognize within the “Cost reimbursement revenue” caption of our Income Statements.
Hotel owners and certain other counterparties participate in certain centralized programs and services, such as marketing, sales, reservations, and insurance programs, which we operate for their benefit. We do not operate these programs and services to generate a profit over the long term, and accordingly, when we recover the costs that we incur for these programs and services from our hotel owners and other counterparties, we do not seek a mark-up. The amounts we charge for these programs and services are generally a combination of fixed fees and variable fees based on sales or other metrics and are payable on a monthly basis. We generally recognize revenue within the “Cost reimbursement revenue” caption of our Income Statements when the amounts may be billed to hotel owners and other counterparties. Amounts we charge for system implementations are generally recognized on a straight-line basis over the term of the franchise or management agreement. We recognize expenses within the “Reimbursed expenses” caption as they are incurred. This pattern of recognition results in timing differences between the costs incurred for centralized programs and services and the related reimbursement in our operating and net income. Over the long term, these programs and services are not designed to impact our economics, either positively or negatively.
Other Revenue : Includes Global Design fees (described below), termination fees, and other property and brand revenues, which we present within the “Owned, leased, and other revenue” caption of our Income Statements. We generally recognize termination fees when collection is probable and other revenue as services are rendered. Amounts received in advance are deferred as liabilities.
We provide certain hotel design and construction review (“Global Design”) services to hotel owners, generally during the period prior to a hotel’s opening or during the period a hotel is converting to a Marriott brand (the “pre-opening period”). As compensation for such services, we may be entitled to receive a fixed fee that is payable during the pre-opening period of the hotel. These services are not a distinct performance obligation, and therefore we recognize the fees on a straight-line basis over the initial term of the franchise, management, or license agreement.
Practical Expedients and Exemptions : We do not disclose the amount of variable consideration that we expect to recognize in future periods in the following circumstances:
(1) if we recognize the revenue based on the amount invoiced or services performed;
(2) for sales-based or usage-based royalty promised in exchange for a license of intellectual property; or
(3) if the consideration is allocated entirely to a wholly unsatisfied promise to transfer a distinct service that forms part of a single performance obligation, and the terms of the consideration relate specifically to our efforts to transfer, or to a specific outcome from transferring the service.
We are required to collect certain taxes and fees from customers on behalf of governmental agencies and remit these to the applicable governmental agencies on a periodic basis. We do not include these taxes in determining the transaction price.

Loyalty Program : Loyalty Program members earn points based on the money they spend at participating properties; the exchange of timeshare ownership interests; purchases of timeshare interval, fractional ownership, and residential products; and through participation in travel experiences and affiliated partners’ programs, such as those offered by credit card, car rental, airline, and other companies. Members can redeem points for stays at participating properties, airline tickets, airline frequent flyer program miles, rental cars, merchandise, and a variety of other awards. Points cannot be redeemed for cash.
Under our Loyalty Program, we have a performance obligation to provide or arrange for the provision of goods or services to Loyalty Program members in exchange for the redemption of points earned from past activities. We operate our Loyalty Program as a cross-brand marketing program to participating properties. Our agreements with hotel owners and certain other counterparties require that properties reimburse us for costs of operating the Loyalty Program, with no added mark-up, including costs related to the following activities, which we expense as incurred in our “Reimbursed expenses” caption of our Income Statements: marketing, promotion, and communications and services provided to Loyalty Program members. We generally receive monthly cash contributions from participating properties based on a portion of qualified spend by Loyalty Program members (when the points are earned). We recognize these contributions into revenue as we provide the related
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service (when the points are redeemed). The amount of revenue we recognize upon point redemption is based on a blend of historical funding rates and is impacted by our estimate of the “breakage” for points that members will never redeem. Breakage is estimated based on historical member activity and expectations of future member behavior. We recognize revenue net of the redemption cost within our “Cost reimbursement revenue” caption on our Income Statements, as our performance obligation is to facilitate the transaction between the Loyalty Program member and the property or program partner. Our redemption cost could be higher or lower than our revenue recognized in any given period.
We have multi-year agreements for our co-branded credit cards associated with our Loyalty Program. Under these agreements, we have performance obligations to provide a license to the intellectual property associated with our brands and marketing lists (“Licensed IP”) to the financial institutions that issue the credit cards, to arrange for the redemption of Loyalty Program points as discussed in the preceding paragraph, and to arrange for the redemption of free night certificates and gift cards provided to cardholders. We receive fees from these agreements, including fixed amounts that are primarily payable at contract inception, and variable amounts that are paid to us monthly over the term of the agreements, generally based on: (1) the volume of cardholder spend; (2) the number of Loyalty Program points purchased; (3) the number of free night certificates issued or redeemed; and (4) the number of gift cards issued. We allocate those fees among the performance obligations, including the Licensed IP, our Loyalty Program points, free night certificates, and gift cards provided to cardholders based on their estimated standalone selling prices. The estimation of the standalone selling prices requires significant judgments based upon generally accepted valuation methodologies regarding the value of our Licensed IP, the amount of funding we will receive, and the number of Loyalty Program points, free night certificates, and gift cards cardholders will ultimately redeem. We base our estimates of these amounts on our historical experience and expectation of future cardholder behavior. We recognize the portion of the Licensed IP revenue that meets the sales-based royalty criteria as the credit cards are used and the remaining portion of the Licensed IP revenue on a straight-line basis over the contract term. In our Income Statements, we primarily recognize Licensed IP revenue in the “Franchise fees” caption, and we recognize a portion in the “Cost reimbursement revenue” caption. We recognize the revenue related to the Loyalty Program points as discussed in the preceding paragraph. We recognize the revenue related to the free night certificates and gift cards when the related service is provided. We recognize revenue net of the redemption cost, as our performance obligation is to facilitate the transaction between the Loyalty Program member and the property or program partner.
Contract Balances : We generally receive payments from customers as we satisfy our performance obligations. We record a receivable when we have an unconditional right to receive payment and only the passage of time is required before payment is due. We record deferred revenue when we receive payment, or have the unconditional right to receive payment, in advance of the satisfaction of our performance obligations related to franchise application and relicensing fees, Global Design fees, credit card branding license fees, and our Loyalty Program.

Our current and noncurrent deferred revenue increased by $ 110 million, to $ 1,409 million at December 31, 2025, from $ 1,299 million at December 31, 2024, primarily as a result of revenue deferred in 2025 related to our co-branded credit cards, gift cards, residential branding fees, certain centralized programs and services fees, and franchise application and relicensing fees. The increase was partially offset by $ 242 million of revenue recognized in 2025 that was deferred as of December 31, 2024.

Our current and noncurrent liability for guest loyalty program increased by $ 473 million, to $ 7,992 million at December 31, 2025, from $ 7,519 million at December 31, 2024, primarily reflecting points earned by members. The increase was partially offset by $ 3,160 million of revenue recognized in 2025, that was deferred as of December 31, 2024. At each reporting period, we evaluate the estimates used in the recognition of Loyalty Program revenues, including estimates of the breakage of points that members will never redeem and the amount of funding we expect to receive over the life of the agreements with various third parties. In 2025, the updated estimates resulted in a net decrease in revenue, and a corresponding increase in the liability for guest loyalty program of approximately $ 102 million.

Costs Incurred to Obtain and Fulfill Contracts with Customers
We incur certain costs to obtain and fulfill contracts with customers, which we capitalize and amortize on a straight-line basis over the initial, non-cancellable term of the contract. We classify incremental costs of obtaining a contract with a customer in the “Contract acquisition costs and other” caption of our Balance Sheets, the related amortization in the “Contract investment amortization” caption of our Income Statements, and the cash flow impact in the “Contract acquisition costs” caption of our Statements of Cash Flows. We assess the assets for impairment when events or changes in circumstances indicate that we may not be able to recover the carrying amount. We recognize an impairment loss for the amount by which the carrying amount exceeds the expected net future cash flows. We classify certain direct costs to fulfill a contract with a customer in the “Other noncurrent assets” and “Prepaid expenses and other” captions of our Balance Sheets, and the related amortization in the “Owned, leased, and other expense” caption of our Income Statements. We had capitalized costs to fulfill contracts with customers of $ 439 million at December 31, 2025 and $ 419 million at December 31, 2024. See Note 10 for information on capitalized costs incurred to obtain contracts with customers.
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Real Estate Sales
We recognize a gain or loss on real estate transactions when control of the asset transfers to the buyer, generally at the time the sale closes. In sales transactions where we retain a management contract, the terms and conditions of the management contract are generally comparable to the terms and conditions of the management contracts obtained directly with hotel owners in competitive processes.

Retirement Savings Plan
We contribute to tax-qualified retirement plans for the benefit of U.S. employees who meet certain eligibility requirements and choose to participate in the plans. Participating employees specify the percentage or amount of salary they wish to contribute from their compensation, and the Company typically makes matching or supplemental contributions. We recognized compensation costs from Company contributions of $ 264 million in 2025, $ 240 million in 2024, and $ 215 million in 2023.

Non-U.S. Operations
The U.S. dollar is the functional currency of our consolidated and unconsolidated entities operating in the U.S. The functional currency of our consolidated and unconsolidated entities operating outside of the U.S. is generally the principal currency of the economic environment in which the entity primarily generates and expends cash. We translate the financial statements of consolidated entities whose functional currency is not the U.S. dollar into U.S. dollars, and we do the same, as needed, for unconsolidated entities whose functional currency is not the U.S. dollar. We translate assets and liabilities at the exchange rate in effect as of the financial statement date and translate income statement accounts using the weighted average exchange rate for the period. We include translation adjustments from currency exchange and the effect of exchange rate changes on intercompany transactions of a long-term investment nature as a separate component of stockholders’ deficit. We report gains and losses from currency exchange rate changes for intercompany receivables and payables that are not of a long-term investment nature, as well as for third-party transactions, currently in operating costs and expenses.

Stock-Based Compensation
Our stock-based compensation awards primarily consist of restricted stock units (“RSUs”). We measure compensation costs for our stock-based payment transactions at fair value based on the average of the high and low stock price on the grant date (discounted for the lack of marketability and dividends), and we recognize those costs in our Financial Statements on a straight-line basis over the vesting period during which the employee provides service in exchange for the award.

Advertising Costs
We expense costs to produce advertising as they are incurred and to communicate advertising as the communication occurs and record such amounts in our “Reimbursed expenses” caption of our Income Statements to the extent undertaken on behalf of hotel owners.  We recognized advertising costs of $ 999 million in 2025, $ 993 million in 2024, and $ 794 million in 2023.

Income Taxes
We record the amounts of taxes payable or refundable for the current year, as well as deferred tax liabilities and assets for the future tax consequences of events we have recognized in our Financial Statements or tax returns, using judgment in assessing future profitability and the likely future tax consequences of those events. We base our estimates of deferred tax assets and liabilities on current tax laws, rates and interpretations, and, in certain cases, business plans and other expectations about future outcomes. We develop our estimates of future profitability based on our historical data and experience, industry projections, micro and macro general economic condition projections, and our expectations. We account for U.S. tax on Global Intangible Low-Taxed Income in the period incurred.
We generally recognize the effect of tax law changes in the period of enactment. Changes in existing tax laws and rates, their related interpretations, and the uncertainty generated by the current economic environment may affect the amounts of our deferred tax liabilities or the valuations of our deferred tax assets over time. Our accounting for deferred tax consequences represents management’s best estimate of future events that can be appropriately reflected in the accounting estimates.
For tax positions we have taken or expect to take in a tax return, we apply a more likely than not threshold (that is, a likelihood of more than 50 percent), under which we must conclude a tax position is more likely than not to be sustained, assuming that the position will be examined by the appropriate taxing authority that has full knowledge of all relevant information, to recognize the benefit. In determining our provision for income taxes, we use judgment, reflecting our estimates and assumptions, in applying the more likely than not threshold. We recognize accrued interest and penalties for our unrecognized tax benefits as a component of tax expense. See Note 6 for further information.
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Cash and Equivalents
We consider all highly liquid investments with an initial maturity of three months or less at date of purchase to be cash equivalents.

Accounts Receivable
Our accounts receivable primarily consist of amounts due from hotel owners and include reimbursements of costs we incurred on their behalf. We record an allowance for credit losses measured over the contractual life of the instrument based on an assessment of historical collection activity and current and forecasted future economic conditions by region. Our allowance for credit losses was $ 212 million at December 31, 2025 and $ 199 million at December 31, 2024.

Assets Held for Sale
We consider properties to be assets held for sale when (1) management commits to a plan to sell the property; (2) it is unlikely that the disposal plan will be significantly modified or discontinued; (3) the property is available for immediate sale in its present condition; (4) actions required to complete the sale of the property have been initiated; (5) sale of the property is probable and we expect the completed sale will occur within one year; and (6) the property is actively being marketed for sale at a price that is reasonable given our estimate of current market value. Upon designation of a property as an asset held for sale, we record the property’s value at the lower of its carrying amount or its estimated fair value, less estimated costs to sell, and we cease depreciation.

Goodwill
We test goodwill for potential impairment at least annually in the fourth quarter, or more frequently if an event or other circumstance indicates that we may not be able to recover the carrying amount of the net assets of the reporting unit. In evaluating goodwill for impairment, we may assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Factors we consider when making this determination include, but are not limited to, assessing general economic conditions, hospitality industry trends, and overall financial performance of the reporting unit. If we bypass the qualitative assessment, or if we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then we perform a quantitative impairment test by comparing the fair value of a reporting unit with its carrying amount.
We calculate the estimated fair value of a reporting unit using a combination of the income and market approaches. For the income approach, we use internally developed discounted cash flow models that include the following assumptions, among others: projections of revenues, expenses, and related cash flows based on assumed long-term growth rates and demand trends; expected future investments to grow new units; and estimated discount rates. For the market approach, we use internal analyses based primarily on market comparables. We base these assumptions on our historical data and experience, third-party appraisals, industry projections, micro and macro general economic condition projections, and our expectations.
We have had no goodwill impairment charges for the last three fiscal years.
Intangibles and Long-Lived Assets
We assess indefinite-lived intangible assets for continued indefinite use and for potential impairment annually, or more frequently if an event or other circumstance indicates that we may not be able to recover the carrying amount of the asset. Like goodwill, we may first assess qualitative factors to determine whether it is more likely than not that the fair value of the indefinite-lived intangible is less than its carrying amount. If the carrying amount of the asset exceeds the fair value, we recognize an impairment loss in the amount of that excess.
We test definite-lived intangibles and long-lived asset groups for recoverability when changes in circumstances indicate that we may not be able to recover the carrying amount; for example, when there are material adverse changes in projected revenues or expenses, significant underperformance relative to historical or projected operating results, or significant negative industry or economic trends. We also test recoverability when management has committed to a plan to sell or otherwise dispose of an asset group and we expect to complete the plan within a year. We evaluate recoverability of an asset group by comparing its carrying amount, including right-of-use assets, to the future net undiscounted cash flows that we expect the asset group will generate. If the comparison indicates that we will not be able to recover the carrying amount of an asset group, we recognize an impairment loss for the amount by which the carrying amount exceeds the estimated fair value. When we recognize an impairment loss for assets to be held and used, we depreciate the adjusted carrying amount of those assets over their remaining useful life.
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We calculate the estimated fair value of an intangible asset or asset group using the income approach or the market approach. We utilize the same assumptions and methodology for the income approach that we describe in the “Goodwill” caption above. For the market approach, we use internal analyses based primarily on market comparables and assumptions about market capitalization rates, growth rates, and inflation.

Investments
We hold equity interests in ventures established to develop or acquire and own hotel properties or that otherwise support our hospitality operations. We account for these investments as either an equity method investment, a financial asset, or a controlled subsidiary. We apply the equity method of accounting if we have significant influence over the entity, typically when we hold 20 percent or more of the voting common stock (or equivalent) of an investee but do not have a controlling financial interest. In certain circumstances, such as investments in limited liability companies or limited partnerships, we apply the equity method of accounting when we own as little as three to five percent. We account for financial assets at fair value if it is readily determinable, at our share of the entity’s net assets if the investment qualifies for the net asset value practical expedient, or using the fair value alternative method, whereby investments are measured at cost less impairment, adjusted for observable price changes. We consolidate entities that we control.
When we acquire an investment that qualifies for the equity method of accounting, we determine the acquisition date fair value of the identifiable assets and liabilities. If our carrying amount exceeds our proportional share in the equity of the investee, we amortize the difference on a straight-line basis over the underlying assets’ estimated useful lives when calculating equity method earnings attributable to us, excluding the difference attributable to land, which we do not amortize.
We evaluate an investment for impairment when circumstances indicate that we may not be able to recover the carrying amount. When evaluating our ventures, we consider loan defaults, significant underperformance relative to historical or projected operating performance, or significant negative industry or economic trends. Additionally, a venture’s commitment to a plan to sell some or all of its assets could cause us to evaluate the recoverability of the venture’s individual long-lived assets and possibly the venture itself. We impair investments we account for using the equity method of accounting when we determine that there has been an “other-than-temporary” decline in the venture’s estimated fair value compared to its carrying amount. We perform qualitative assessments for investments we account for using the fair value alternative method and we record any associated impairment when the fair value is less than the carrying amount.
Under the accounting guidance for the consolidation of variable interest entities, we analyze our variable interests, including equity investments, loans, and guarantees, to determine if an entity in which we have a variable interest is a variable interest entity. Our analysis may include both quantitative and qualitative reviews and is based primarily on our review of the design of the entity, its organizational structure including decision-making ability, and relevant financial agreements. We also use our qualitative analysis to determine if we must consolidate a variable interest entity as its primary beneficiary.

Fair Value Measurements
We have various financial instruments we must measure at fair value on a recurring basis, including certain marketable securities and derivatives. We also apply the provisions of fair value measurement to various nonrecurring measurements for our financial and nonfinancial assets and liabilities. See Note 12 for further information.
Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). We measure our assets and liabilities using inputs from the following three levels of the fair value hierarchy:
Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date.
Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
Level 3 inputs include unobservable inputs that reflect our assumptions about what factors market participants would use in pricing the asset or liability. We develop these inputs based on the best information available, including our own data.
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Derivative Instruments
We record derivatives at fair value. The designation of a derivative instrument as a hedge and its ability to meet the hedge accounting criteria determine how we reflect the change in fair value of the derivative instrument in our Financial Statements. A derivative qualifies for hedge accounting if, at inception, we expect the derivative will be highly effective in offsetting the underlying hedged cash flows or fair value and we fulfill the hedge documentation standards at the time we enter into the derivative contract. We designate a hedge as a cash flow hedge, a fair value hedge, or a hedge of the net investment in non-U.S. operations based on the exposure we are hedging. For the effective portion of qualifying cash flow hedges, we record changes in fair value in accumulated other comprehensive income (“AOCI”). We release the derivative’s gain or loss from AOCI to match the timing of the underlying hedged items’ effect on earnings. The change in fair value of qualifying fair value hedges as well as changes in fair value of the underlying hedged items to the hedged risks are recorded concurrently in earnings.
We review the effectiveness of our hedging instruments quarterly and discontinue hedge accounting for any hedge that we no longer consider to be highly effective. We recognize changes in fair value for derivatives not designated as hedges or those not qualifying for hedge accounting in current period earnings. Upon termination of cash flow hedges, we release gains and losses from AOCI based on the timing of the underlying cash flows or revenue recognized, unless the termination results from the failure of the intended transaction to occur in the expected time frame. Such untimely transactions require us to immediately recognize in earnings the gains and/or losses that we previously recorded in AOCI.
Changes in interest rates and currency exchange rates expose us to market risk. We manage our exposure to these risks by monitoring available financing alternatives, as well as through development and application of credit granting policies. We also use derivative instruments as part of our overall strategy to manage our exposure to market risks. As a matter of policy, we only enter into transactions that we believe will be highly effective at offsetting the underlying risk, and we do not use derivatives for trading or speculative purposes.

Leases
We determine if an arrangement is a lease or contains a lease at the inception of the contract. We evaluate leases for classification as operating or financing upon lease commencement. Our leases generally contain fixed and variable components. The variable components of our leases are primarily based on operating performance of the leased property. Our lease agreements may also include non-lease components, such as common area maintenance, which we combine with the lease component to account for both as a single lease component.
Lease liabilities, which represent our obligation to make lease payments arising from the lease, and corresponding right-of-use assets, which represent our right to use an underlying asset for the lease term, are recognized at the commencement date of the lease based on the present value of fixed future payments over the lease term. We calculate the present value of future payments using the discount rate implicit in the lease, if available, or our incremental borrowing rate.
For operating leases, lease expense relating to fixed payments is recognized on a straight-line basis over the lease term and lease expense relating to variable payments is expensed as incurred. For finance leases, the amortization of the asset is recognized over the shorter of the lease term or useful life of the underlying asset.

Guarantees
We measure and record our liability for the fair value of a guarantee on a nonrecurring basis, that is when we issue or modify a guarantee. We base our calculation of the estimated fair value of a guarantee on the income approach or the market approach, depending on the type of guarantee. For the income approach, we use internally developed discounted cash flow and Monte Carlo simulation models that include the following assumptions, among others: projections of revenues and expenses and related cash flows based on assumed growth rates and demand trends; historical volatility of projected performance; the guaranteed obligations; and applicable discount rates. We base these assumptions on our historical data and experience, industry projections, micro and macro general economic condition projections, and our expectations. For the market approach, we use internal analyses based primarily on market comparable data and our assumptions about market capitalization rates, credit spreads, growth rates, and inflation.
The offsetting entry for the guarantee liability depends on the circumstances in which the guarantee was issued. Funding under the guarantee reduces the recorded liability. In most cases, when we do not forecast any funding, we amortize the liability into income on a straight-line basis over the remaining term of the guarantee. On a quarterly basis, we evaluate all material estimated liabilities based on the operating results and the terms of the guarantee. If we conclude that it is probable that we will be required to fund a greater amount than previously estimated, we record a loss except to the extent that the applicable contracts provide that the advance can be recovered as a loan.
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Self-Insurance Programs
We self-insure for certain levels of liability, workers’ compensation, and employee benefits-related coverages, with purchased insurance protection for costs over specified thresholds. We accrue estimated costs of these insurance programs at the present value of projected settlements for known claims and incurred but not reported claims. We use a discount rate of 3.50 percent, based upon market rates, which we consider to be reasonable given our history of settled claims, including payment patterns. Our employee benefits-related insurance reserve was $ 72 million at December 31, 2025 and $ 74 million at December 31, 2024 and was recorded in the “Accrued payroll and benefits” caption of our Balance Sheets. For our other insurance programs, we classify the current and noncurrent portions of these insurance reserves in the “Accrued expenses and other” and “Other noncurrent liabilities” captions of our Balance Sheets, respectively. The current portion of these reserves was $ 178 million at December 31, 2025 and $ 198 million at December 31, 2024. The noncurrent portion of these reserves was $ 496 million at December 31, 2025 and $ 422 million at December 31, 2024.

Legal Contingencies
We are subject to various legal proceedings and claims, the outcomes of which are uncertain. We record an accrual for legal contingencies when we determine that it is probable that we have incurred a liability and we can reasonably estimate the amount of the loss. In making such determinations we evaluate, among other things, the probability of an unfavorable outcome and, when we believe it probable that a liability has been incurred, our ability to make a reasonable estimate of the loss. We review these accruals each reporting period and make revisions based on changes in facts and circumstances.
Business Combinations
We allocate the purchase price of an acquisition to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. We recognize as goodwill the amount by which the purchase price of an acquired entity exceeds the net of the fair values assigned to the assets acquired and liabilities assumed. In determining the fair values of assets acquired and liabilities assumed, we use various recognized valuation methods including the income and market approaches. Further, we make assumptions within certain valuation techniques, including discount rates, royalty rates, and the amount and timing of future cash flows. We record the net assets and results of operations of an acquired entity in our Financial Statements from the acquisition date. We initially perform these valuations based upon preliminary estimates and assumptions by management or independent valuation specialists under our supervision, where appropriate, and make revisions as estimates and assumptions are finalized. We expense acquisition-related costs as we incur them.
Asset Acquisitions
Acquisitions that do not meet the definition of a business are accounted for as asset acquisitions. We allocate the cost of the acquisition, including direct and incremental transaction costs, to the individual assets acquired and liabilities assumed on a relative fair value basis. Goodwill is not recognized in an asset acquisition.

New Accounting Standards Adopted
Accounting Standards Update (“ASU”) 2023-09 - “Improvements to Income Tax Disclosures” (Topic 740). ASU 2023-09 requires enhanced income tax disclosures, including additional disaggregated information related to the effective tax rate reconciliation, the underlying nature and category of individual reconciling items, and income taxes paid by jurisdictions. We adopted ASU 2023-09 prospectively in the 2025 fourth quarter for the disclosures presented in Note 6.

New Accounting Standards Not Yet Adopted
ASU 2025-06 - “Targeted Improvements to the Accounting for Internal-Use Software” (Topic 350). ASU 2025-06 eliminates references to software development project stages and revises the criteria that must be met to begin capitalizing internal-use software costs. The standard permits entities to adopt the guidance using a prospective, retrospective, or modified transition approach and becomes effective for us beginning January 1, 2028, with early adoption permitted. We are currently assessing the potential impact that ASU 2025-06 will have on our financial statements and disclosures.

NOTE 3. ACQUISITION
In the 2025 second quarter, we announced that we reached an agreement with citizenM Holding BV and certain of its affiliates (the “seller”) to acquire the citizenM brand and related intellectual property for $ 355 million, and we completed the acquisition in the 2025 third quarter. In addition, we may pay earn-out payments to the seller up to $ 110 million, based on the future growth of the brand over a specified, multi-year timeframe. Earn-out payments would not begin until the fourth year following closing of the transaction. In the 2025 fourth quarter, we completed the integration of the citizenM portfolio, which included 37 open select-service hotels ( 8,789 rooms), into our system and platforms. We accounted for the transaction as an
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asset acquisition and allocated the cost of the acquisition, including direct and incremental transaction costs, on a relative fair value basis, to an indefinite-lived brand asset of approximately $ 290 million and contract assets, with a weighted-average term of 20 years, totaling $ 60 million.

NOTE 4. EARNINGS PER SHARE
The table below illustrates the reconciliation of the earnings and number of shares used in our calculations of basic and diluted earnings per share, the latter of which uses the treasury stock method to calculate the dilutive effect of the Company’s potential common stock:

(in millions, except per share amounts) 2025 2024 2023
Computation of Basic Earnings Per Share
Net income $ 2,601   $ 2,375   $ 3,083  
Shares for basic earnings per share 272.9   284.2   301.5  
Basic earnings per share $ 9.53   $ 8.36   $ 10.23  
Computation of Diluted Earnings Per Share
Net income $ 2,601   $ 2,375   $ 3,083  
Shares for basic earnings per share 272.9   284.2   301.5  
Effect of dilutive securities
Stock-based compensation 0.7   1.0   1.4  
Shares for diluted earnings per share 273.6   285.2   302.9  
Diluted earnings per share
$ 9.51   $ 8.33   $ 10.18  

NOTE 5. STOCK-BASED COMPENSATION
RSUs and PSUs
We granted RSUs in 2025 to certain officers and employees, and those units vest generally over four years in equal annual installments commencing one year after the grant date. We also granted performance-based RSUs (“PSUs”) in 2025 to certain executives, which are earned subject to continued employment and the satisfaction of certain performance and market conditions based on the degree of achievement of pre-established targets for 2027 adjusted EBITDA performance and relative total stockholder return over the 2025 to 2027 performance period.
We had deferred compensation costs for unvested awards for RSUs, including PSUs, of approximately $ 173 million at year-end 2025. The weighted average remaining term for RSUs outstanding at year-end 2025 was 2.2 years.
The following table provides additional information on RSUs, including PSUs, for the last three fiscal years:

2025 2024 2023
Stock-based compensation expense (in millions) $ 196   $ 203   $ 179  
Weighted average grant-date fair value (per unit) $ 267   $ 222   $ 167  
Aggregate intrinsic value of distributed RSUs (in millions) $ 331   $ 340   $ 297  

The following table presents the changes in our outstanding RSUs, including PSUs, during 2025 and the associated weighted average grant-date fair values:

Number of RSUs (in millions) Weighted Average Grant-Date Fair Value (per unit)
Outstanding at year-end 2024 2.6   $ 178  
Granted 0.8   267  
Distributed ( 1.2 ) 157  
Forfeited ( 0.1 ) 218  
Outstanding at year-end 2025 2.1   $ 222  

Other Information
At year-end 2025, we had approximately 10 million remaining shares authorized for grant under the 2023 Marriott International, Inc. Stock and Cash Incentive Plan.
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NOTE 6. INCOME TAXES
The components of our earnings before income taxes for the last three fiscal years consisted of:

(in millions) 2025 2024 2023
U.S. $ 2,021   $ 1,717   $ 2,113  
Non-U.S. 1,373   1,434   1,265  
$ 3,394   $ 3,151   $ 3,378  

Our (provision) benefit for income taxes for the last three fiscal years consisted of:

(in millions)
2025 2024 2023
Current -U.S. Federal $ ( 409 ) $ ( 447 ) $ ( 431 )
-U.S. State ( 70 ) ( 124 ) ( 158 )
-Non-U.S. ( 252 ) ( 282 ) ( 249 )
( 731 ) ( 853 ) ( 838 )

Deferred -U.S. Federal 8   125   94  
-U.S. State 4   19   16  
-Non-U.S. ( 74 ) ( 67 ) 433  
( 62 ) 77   543  
$ ( 793 ) $ ( 776 ) $ ( 295 )

Unrecognized Tax Benefits
The following table reconciles our unrecognized tax benefit balance for each year from the beginning of 2023 to the end of 2025:

(in millions) Amount
Unrecognized tax benefit at beginning of 2023
$ 255  

Change attributable to tax positions taken in prior years ( 90 )
Change attributable to tax positions taken during the current period 16  
Decrease attributable to settlements with taxing authorities ( 9 )

Unrecognized tax benefit at year-end 2023
172  
Change attributable to tax positions taken in prior years ( 4 )
Change attributable to tax positions taken during the current period 17  
Decrease attributable to settlements with taxing authorities ( 2 )

Unrecognized tax benefit at year-end 2024
183  
Change attributable to tax positions taken in prior years 1  
Change attributable to tax positions taken during the current period 16  

Decrease attributable to lapse of statute of limitations ( 106 )
Unrecognized tax benefit at year-end 2025
$ 94  

Our unrecognized tax benefit balance included $ 90 million at year-end 2025, $ 171 million at year-end 2024, and $ 161 million at year-end 2023 of tax positions that, if recognized, would impact our effective tax rate. We recognize accrued interest and penalties for our unrecognized tax benefits as a component of tax expenses. Related interest (benefit) expense totaled $( 41 ) million in 2025, $ 14 million in 2024, and $ 6 million in 2023. We accrued interest and penalties related to our unrecognized tax benefits of approximately $ 22 million at year-end 2025 and $ 63 million at year-end 2024.
We file income tax returns, including returns for our subsidiaries, in various jurisdictions around the world. The U.S. Internal Revenue Service has examined our federal income tax returns, and as of year-end 2025, we have settled all issues for tax years through 2022. Our 2023 and 2024 tax year audits are currently ongoing. Various foreign, state, and local income tax returns are also under examination by the applicable taxing authorities.
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Deferred Income Taxes
Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases, as well as from net operating loss and tax credit carry-forwards. We state those balances at the enacted tax rates we expect will be in effect when we pay or recover the taxes. Deferred income tax assets represent amounts available to reduce income taxes we will pay on taxable income in future years. We evaluate our ability to realize these future tax deductions and credits by assessing whether we expect to have sufficient future taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings, and available tax planning strategies to utilize these future deductions and credits. We establish a valuation allowance when we no longer consider it more likely than not that a deferred tax asset will be realized.
The following table presents the tax effect of each type of temporary difference and carry-forward that gave rise to significant portions of our deferred tax assets and liabilities as of year-end 2025 and year-end 2024:

(in millions) At Year-End 2025 At Year-End 2024
Deferred Tax Assets
Employee benefits $ 289   $ 302  
Net operating loss carry-forwards 982   1,046  
Accrued expenses and other reserves 134   153  

Tax credits 64   62  
Loyalty Program 343   313  
Deferred income 114   114  
Lease liabilities 255   239  
Interest limitation 106   123  
Property and equipment 29   15  
Other 47   36  
Deferred tax assets 2,363   2,403  
Valuation allowance ( 1,011 ) ( 1,070 )
Deferred tax assets after valuation allowance 1,352   1,333  
Deferred Tax Liabilities

Intangibles ( 584 ) ( 477 )
Right-of-use assets ( 245 ) ( 223 )

Other ( 32 ) ( 64 )
Deferred tax liabilities ( 861 ) ( 764 )
Net deferred taxes $ 491   $ 569  

Our valuation allowance is primarily attributable to non-U.S. net operating loss carry-forwards.
At year-end 2025, we had approximately $ 52 million of tax credits that will expire through 2035 and $ 12 million of tax credits that do not expire. We recorded $ 5 million of net operating loss benefits in 2025 and $ 22 million in 2024. At year-end 2025, we had approximately $ 4,436 million of primarily state and foreign net operating losses, of which $ 2,867 million will expire between 2042 and 2045.
We made no provision for U.S. income taxes or additional non-U.S. taxes on certain undistributed earnings of non-U.S. subsidiaries. These earnings could become subject to additional taxes if the non-U.S. subsidiaries dividend or loan those earnings to an affiliate or if we sell our interests in the non-U.S. subsidiaries. We cannot practically estimate the amount of additional taxes that might be payable on the undistributed earnings.
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Reconciliation of U.S. Federal Statutory Income Tax Rate to Actual Income Tax Rate
The following table reconciles the U.S. statutory tax rate to our effective income tax rate for the year ended December 31, 2025, as required by ASU 2023-09 (see “New Accounting Standards Adopted” caption in Note 2 for more information):

2025
($ in millions)
Amount Percent
U.S. statutory tax rate $ 713   21.0   %
Federal

Effect of cross-border tax laws
Foreign Tax Credits ( 41 ) ( 1.2 )
Other 17   0.5  
Other ( 24 ) ( 0.7 )
State and local income tax, net of federal tax benefit (1)
95   2.8  
Non-U.S. tax effects

Canada

Effect of cross-border tax laws
37   1.1  
Luxembourg

Changes in valuation allowance
( 56 ) ( 1.6 )
Nontaxable or nondeductible items
76   2.2  
Other Non-U.S. jurisdictions
105   3.1  
Changes in unrecognized tax benefits ( 129 ) ( 3.8 )
Effective rate $ 793   23.4   %

(1) State and local taxes in California, Maryland, and New York make up the majority (greater than 50%) of the tax in this category.
The following table reconciles the U.S. statutory tax rate to our effective income tax rate for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09:

2024 2023
U.S. statutory tax rate 21.0   % 21.0   %
U.S. state income taxes, net of U.S. federal tax benefit 2.4   2.8  
Non-U.S. income 1.6   0.3  
Change in valuation allowance ( 0.9 ) ( 5.8 )
Change in uncertain tax positions 0.4   ( 2.3 )

Excess tax benefits related to equity awards ( 1.0 ) ( 0.8 )
U.S. tax on foreign earnings 1.0   1.1  
Intellectual property restructuring
0.0   ( 7.9 )
Other, net 0.1   0.3  
Effective rate 24.6   % 8.7   %

Other Information
The following table presents income taxes paid (net of refunds received) for the year ended December 31, 2025, as required by ASU 2023-09:

(in millions)
2025
U.S. Federal
$ 496  
U.S. State
156  
Non-U.S.

Switzerland
126  
Other jurisdictions
292  
Total cash paid $ 1,070  

We paid cash for income taxes, net of refunds, of $ 947 million in 2024 and $ 907 million in 2023.
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NOTE 7. COMMITMENTS AND CONTINGENCIES
Guarantees
We issue guarantees to certain lenders and hotel owners, chiefly to obtain long-term franchise and management contracts. The guarantees generally have a stated maximum funding amount and a term of three to 10 years. The terms of guarantees to lenders generally require us to fund if cash flows from hotel operations are inadequate to cover annual debt service or to repay the loan at maturity. The terms of the guarantees to hotel owners generally require us to fund if the hotels do not attain specified levels of operating profit. Guarantee fundings to lenders and hotel owners are generally recoverable out of future hotel cash flows and/or proceeds from the sale or refinancing of hotels.

We present the maximum potential amount of our future guarantee fundings and the carrying amount of our liability for our debt service, operating profit, and other guarantees for which we are the primary obligor at year-end 2025 in the following table:

(in millions)
Guarantee Type
Maximum Potential
Amount
of Future Fundings Recorded Liability for
Guarantees
Debt service $ 62   $ 6  
Operating profit 142   85  
Other 21   5  
$ 225   $ 96  

Our liability at year-end 2025 for guarantees for which we are the primary obligor is reflected in our Balance Sheets as $ 12 million of “Accrued expenses and other” and $ 84 million of “Other noncurrent liabilities.”
Our maximum potential guarantees listed in the preceding table include $ 73 million of operating profit guarantees that will not be in effect until the underlying properties open and we begin to operate the properties or certain other events occur.
In conjunction with financing obtained for specific projects or properties owned by us or entities in which we have an investment, we may provide industry standard indemnifications to the lender for loss, liability, or damage occurring as a result of the actions of the entity or our own actions.

Letters of Credit
At year-end 2025, we had $ 116 million of letters of credit outstanding (all outside the Credit Facility, as defined in Note 9), most of which were for our self-insurance programs. Surety bonds issued as of year-end 2025 totaled $ 187 million, most of which state governments requested in connection with our self-insurance programs.

Starwood Data Security Incident
Description of Event
On November 30, 2018, we announced a data security incident involving unauthorized access to the Starwood Hotels & Resorts Worldwide, LLC, formerly known as Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”), reservations database (the “Data Security Incident”). We discontinued use of the Starwood reservations database for business operations at the end of 2018.
Litigation, Claims, and Government Investigations
Following our announcement of the Data Security Incident, approximately 100 lawsuits were filed by consumers and others against us in U.S. federal, U.S. state and Canadian courts related to the incident. The plaintiffs in these cases, who generally purport to represent various classes of consumers, generally claim to have been harmed by alleged actions and/or omissions by the Company in connection with the Data Security Incident and assert a variety of common law and statutory claims seeking monetary damages, injunctive relief, costs and attorneys’ fees, and other related relief. The U.S. cases were consolidated in the U.S. District Court for the District of Maryland (the “District Court”), pursuant to orders of the U.S. Judicial Panel on Multidistrict Litigation (the “MDL”). On June 3, 2025, the U.S. Court of Appeals for the Fourth Circuit reversed the District Court’s certification of a class of consumer plaintiffs, holding that a class-action waiver signed by putative class members was enforceable. Following the Fourth Circuit’s reversal of class certification, some plaintiffs filed lawsuits in New York state court on an individual basis, alleging violations of New York statutory law and seeking monetary damages, attorneys’ fees, and other related relief. We have been engaged in mediation discussions with the consumer plaintiffs in the MDL. We believe it is probable that we will incur losses in relation to the MDL and the state court cases, and as of December
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31, 2025, we have recorded an accrual for an estimated loss contingency related to these matters, which is not material to our Financial Statements. The Canadian cases have effectively been consolidated into a single case in the province of Ontario. We dispute the allegations in these lawsuits and are vigorously defending against such claims.
In addition, most inquiries and investigations by U.S. federal, U.S. state and foreign governmental authorities have been resolved or no longer appear to be active.
While we believe it is reasonably possible that we may incur losses in excess of the amounts recorded associated with the above-described lawsuits or regulatory investigations related to the Data Security Incident, it is not possible to reasonably estimate the amount of such losses or range of loss in excess of the amounts recorded that might result from adverse judgments, settlements, or other resolution of these proceedings based on: (1) in the case of the above-described lawsuits, the current stage of these proceedings, the absence of specificity as to alleged damages, the uncertainty as to the certification of a class or classes and the size of any certified class, and the lack of resolution of significant factual and legal issues, and (2) uncertainty regarding regulatory inquiries or investigations.
Insurance Recoveries
During 2025, we recorded insurance recoveries for costs incurred related to the Data Security Incident, which are not material to our Financial Statements. We recognize insurance recoveries when they are probable of receipt and present them in our Income Statements in the same caption as the related expense, up to the amount of total expense incurred in prior and current periods. Insurance recoveries related to the Data Security Incident recorded in 2025 are presented in the “Restructuring and merger-related (recoveries) charges, and other” caption of our Income Statements.
Other Legal Proceedings
We have been and are currently party to other legal proceedings involving claims that we infringe the intellectual property rights of others. At this time, we do not expect these proceedings to have a material impact on the Company’s business, financial condition, results of operations, or cash flows.

NOTE 8. LEASES
We enter into operating and finance leases primarily for hotels, offices, and equipment. Most leases have initial terms of up to 20 years, and contain one or more renewals at our option, generally for five - or 10 -year periods. We have generally not included these renewal periods in the lease term as it is not reasonably certain that we will exercise the renewal option.
The following table details the composition of lease expense and supplemental cash flow information for 2025, 2024, and 2023:

(in millions) 2025 2024 2023
Operating lease cost
$ 139   $ 143   $ 155  
Variable lease cost 122   122   128  
Operating cash outflows for operating leases 152   154   240  
Operating lease assets obtained in exchange for lease obligation
160   37   25  

The following table presents our future minimum lease payments at year-end 2025:

(in millions) Operating Leases Finance Leases
2026 $ 144 $ 16
2027 125 16
2028 118 17
2029 102 17
2030 96 18
Thereafter 668 60
Total minimum lease payments $ 1,253 $ 144
Less: Amount representing interest 275 24
Present value of minimum lease payments $ 978 $ 120

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The following table presents the composition of our current and noncurrent lease liability at year-end 2025 and 2024:

(in millions) December 31, 2025 December 31, 2024
Operating Leases Finance Leases Operating Leases Finance Leases
Current (1)
$ 99   $ 11   $ 104   $ 9  
Noncurrent (2)
879   109   794   115  
$ 978   $ 120   $ 898   $ 124  

(1) Operating leases are recorded in the “ Accrued expenses and other ” and finance leases are recorded in the “ Current portion of long-term debt ” captions of our Balance Sheets.
(2) Operating leases are recorded in the “Operating lease liabilities” and finance leases are recorded in the “ Long-term debt ” captions of our Balance Sheets.
The following table presents additional information about our lease obligations at year-end 2025 and 2024:

2025 2024
Operating Leases Finance Leases Operating Leases Finance Leases

Weighted Average Remaining Lease Term (in years) 12 8 13 9
Weighted Average Discount Rate 4.5   % 4.4   % 4.3   % 4.4   %

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NOTE 9. LONG-TERM DEBT
We provide detail on our long-term debt balances, net of discounts, premiums, and debt issuance costs, in the following table at year-end 2025 and 2024:

($ in millions)
Interest Rate Effective Interest Rate Face Amount
Balance as of December 31, 2025 Balance as of December 31, 2024
Senior Notes:
Series P Notes, matured October 1, 2025
3.8   % 4.0   % $ 350   $ —   $ 349  
Series R Notes, maturing June 15, 2026
3.1   % 3.3   % 750   749   749  
Series V Notes, matured March 15, 2025
3.8   % 2.8   % 318   —   319  
Series W Notes, maturing October 1, 2034
4.5   % 4.1   % 278   287   287  
Series X Notes, maturing April 15, 2028
4.0   % 4.2   % 450   448   447  
Series AA Notes, maturing December 1, 2028
4.7   % 4.8   % 300   299   298  
Series EE Notes, matured May 1, 2025
5.8   % 6.0   % 600   —   599  
Series FF Notes, maturing June 15, 2030
4.6   % 4.8   % 1,000   992   991  
Series GG Notes, maturing October 15, 2032
3.5   % 3.7   % 1,000   990   989  
Series HH Notes, maturing April 15, 2031
2.9   % 3.0   % 1,100   1,094   1,093  
Series II Notes, maturing October 15, 2033
2.8   % 2.8   % 700   695   695  
Series JJ Notes, maturing October 15, 2027
5.0   % 5.4   % 1,000   994   990  
Series KK Notes, maturing April 15, 2029
4.9   % 5.3   % 800   790   788  
Series LL Notes, maturing September 15, 2026
5.5   % 5.9   % 450   449   447  
Series MM Notes, maturing October 15, 2028
5.6   % 5.9   % 700   694   693  
Series NN Notes, maturing May 15, 2029
4.9   % 5.3   % 500   493   491  
Series OO Notes, maturing May 15, 2034
5.3   % 5.6   % 1,000   982   980  
Series PP Notes, maturing March 15, 2030
4.8   % 5.0   % 500   496   495  
Series QQ Notes, maturing March 15, 2035
5.4   % 5.5   % 1,000   987   986  
Series RR Notes, maturing April 15, 2032
5.1   % 5.4   % 500   493   —  
Series SS Notes, maturing April 15, 2037
5.5   % 5.7   % 1,500   1,475   —  
Series TT Notes, maturing July 15, 2027
4.2   % 4.5   % 400   398   —  
Series UU Notes, maturing October 15, 2031
4.5   % 4.9   % 500   491   —  
Series VV Notes, maturing October 15, 2035
5.3   % 5.5   % 600   588   —  
Commercial paper 1,177   1,582  
Credit Facility —   —  
Finance lease obligations 120   124  
Other 23   55  
$ 16,204   $ 14,447  
Less current portion ( 1,209 ) ( 1,309 )
$ 14,995   $ 13,138  

All our long-term debt is recourse to us but unsecured. All the Senior Notes shown in the table above are our unsecured and unsubordinated obligations, which rank equally with our other Senior Notes and all other unsecured and unsubordinated indebtedness that we have issued or will issue from time to time, and are governed by the terms of an indenture, dated as of November 16, 1998, between us and The Bank of New York Mellon (formerly The Bank of New York), as trustee. We may redeem some or all of each series of the Senior Notes before maturity under the terms provided in the applicable form of Senior Note.
We are party to a $ 4.5 billion multicurrency revolving credit agreement (as amended, the “Credit Facility”). Available borrowings under the Credit Facility support our commercial paper program and general corporate needs. U.S. dollar borrowings under the Credit Facility bear interest at SOFR (the Secured Overnight Financing Rate) plus a spread based on our public debt rating. We also pay quarterly fees on the Credit Facility at a rate based on our public debt rating. We classify outstanding borrowings under the Credit Facility and outstanding commercial paper borrowings (which generally have short-term maturities of 45 days or less) as long-term based on our ability and intent to refinance the outstanding borrowings on a long-term basis. The Credit Facility expires on December 14, 2027.
In August 2025, we issued $ 400  million aggregate principal amount of 4.200 percent Series TT Notes due July 15, 2027 (the “Series TT Notes”), $ 500  million aggregate principal amount of 4.500 percent Series UU Notes due October 15, 2031 (the
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“Series UU Notes”), and $ 600  million aggregate principal amount of 5.250 percent Series VV Notes due October 15, 2035 (the “Series VV Notes”). We pay interest on the Series TT Notes in January and July of each year. We will pay interest on the Series UU Notes and Series VV Notes in April and October of each year, commencing in April 2026. In connection with the offering, we entered into interest rate swap agreements, which have the economic effect of converting $ 500  million of the Series VV Notes into floating rate debt with a variable interest rate of SOFR plus approximately 1.44 percent. Net proceeds from the offering of the Series TT Notes, Series UU Notes, and Series VV Notes were approximately $ 1.477 billion, after deducting the underwriting discount and expenses, and were made available for general corporate purposes, including working capital, capital expenditures, acquisitions, stock repurchases, or repayment of outstanding indebtedness.
In February 2025, we issued $ 500  million aggregate principal amount of 5.100 percent Series RR Notes due April 15, 2032 (the “Series RR Notes”) and $ 1.5 billion aggregate principal amount of 5.500 percent Series SS Notes due April 15, 2037 (the “Series SS Notes”). We pay interest on the Series RR Notes and Series SS Notes in April and October of each year. In connection with the offering, we entered into interest rate swap agreements, which have the economic effect of converting $ 700  million of the Series SS Notes into floating rate debt with a variable interest rate of SOFR plus approximately 1.49 percent. Net proceeds from the offering of the Series RR Notes and Series SS Notes were approximately $ 1.960 billion, after deducting the underwriting discount and expenses, and were made available for general corporate purposes, including working capital, capital expenditures, acquisitions, stock repurchases, or repayment of outstanding indebtedness.
The following table presents future principal payments, net of discounts, premiums, and debt issuance costs, for our debt at year-end 2025:

(in millions)
Debt Principal Payments

2026 $ 1,209  
2027 2,581  
2028 1,454  
2029 1,297  
2030 1,503  
Thereafter 8,160  
Balance at year-end 2025 $ 16,204  

We paid cash for interest, net of amounts capitalized, of $ 698 million in 2025, $ 599 million in 2024, and $ 476 million in 2023.

NOTE 10. INTANGIBLE ASSETS AND GOODWILL
The following table details the composition of our intangible assets at year-end 2025 and 2024:

(in millions) At Year-End 2025 At Year-End 2024
Definite-lived Intangible Assets
Costs incurred to obtain contracts with customers $ 2,899   $ 2,538  
Acquired contracts and other
1,964   1,918  
Software
1,932   792  
6,795   5,248  
Accumulated amortization ( 2,607 ) ( 1,471 )
4,188   3,777  
Indefinite-lived Intangible Brand Assets 6,148   5,711  
$ 10,336   $ 9,488  

We capitalize direct costs that we incur to obtain contracts with customers, which we amortize on a straight-line basis over the initial term of the agreements, generally ranging from 15 to 30 years.
For contracts acquired in business combinations and asset acquisitions, we record a definite-lived intangible asset at the acquisition date, which is amortized on a straight-line basis over the remaining life of the contract. We capitalize costs incurred to develop internal-use software and acquire software licenses and begin amortizing these costs when the software is substantially ready for its intended use on a straight-line basis over its estimated useful life, generally ranging from two to seven years . For acquired contracts, software, and other intangible assets, we recorded amortization expense of $ 313 million in 2025, $ 255 million in 2024, and $ 226 million in 2023 (of which $ 206 million in 2025, $ 158 million in 2024, and $ 122 million in 2023 was included in the “Reimbursed expenses” caption of our Income Statements). For these assets, we estimate that our
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aggregate amortization expense will be $ 308 million in 2026, $ 272 million in 2027, $ 225 million in 2028, $ 181 million in 2029, and $ 131 million in 2030.
The following table details the carrying amount of our goodwill at year-end 2025 and 2024:

(in millions) U.S. & Canada
EMEA Greater China APEC CALA Total Goodwill

Balance at year-end 2024 $ 5,301   $ 1,417   $ 979   $ 731   $ 303   $ 8,731  

Foreign currency translation 18   97   30   17   14   176  

Balance at year-end 2025 $ 5,319   $ 1,514   $ 1,009   $ 748   $ 317   $ 8,907  

NOTE 11. PROPERTY AND EQUIPMENT
The following table presents the composition of our property and equipment balances at year-end 2025 and 2024:

(in millions) At Year-End 2025 At Year-End 2024
Land $ 772   $ 768  
Buildings and leasehold improvements 1,337   1,238  
Furniture and equipment 643   619  
Construction in progress 149   89  
2,901   2,714  
Accumulated depreciation ( 947 ) ( 881 )
$ 1,954   $ 1,833  

We record property and equipment at cost, including interest and real estate taxes we incur during development and construction. We capitalize the cost of improvements that extend the useful life of property and equipment when we incur them. These capitalized costs may include structural costs, equipment, fixtures, floor, and wall coverings. We expense all repair and maintenance costs when we incur them. We compute depreciation using the straight-line method over the estimated useful lives of the assets (generally three to 40 years), and we amortize leasehold improvements over the shorter of the asset life or lease term. Our gross depreciation expense totaled $ 145 million in 2025, $ 128 million in 2024, and $ 122 million in 2023 (of which $ 39 million in 2025, $ 42 million in 2024, and $ 37 million in 2023 was included in the “Reimbursed expenses” caption of our Income Statements). Fixed assets attributed to operations located outside the U.S. were $ 677 million at year-end 2025 and $ 554 million at year-end 2024.

NOTE 12. FAIR VALUE OF FINANCIAL INSTRUMENTS
We believe that the fair values of our current assets and current liabilities approximate their reported carrying amounts. We present the carrying amounts and the fair values of noncurrent financial assets and liabilities that qualify as financial instruments in the following table:

  At Year-End 2025 At Year-End 2024
(in millions) Carrying Amount
Fair Value Carrying Amount
Fair Value
Notes receivable
$ 151   $ 149   $ 136   $ 133  
Total noncurrent financial assets $ 151   $ 149   $ 136   $ 133  

Senior Notes $ ( 13,686 ) $ ( 13,836 ) $ ( 11,419 ) $ ( 11,083 )
Commercial paper ( 1,177 ) ( 1,177 ) ( 1,582 ) ( 1,582 )

Total noncurrent financial liabilities $ ( 14,863 ) $ ( 15,013 ) $ ( 13,001 ) $ ( 12,665 )

Our notes receivable include mezzanine and other loans to hotel owners, generally to facilitate the development or renovation of a hotel and sometimes to facilitate brand programs or initiatives. We estimate the fair value of our notes receivable by discounting cash flows using risk-adjusted rates, both of which are Level 3 inputs.
We determine the fair value of our Senior Notes using quoted market prices, which are directly observable Level 1 inputs. The carrying amount of our commercial paper borrowings approximate fair value due to their short maturity and because they bear interest at a market rate.
See the “Fair Value Measurements” caption of Note 2 for more information on the input levels we use in determining fair value.
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NOTE 13. ACCUMULATED OTHER COMPREHENSIVE LOSS
The following table details the accumulated other comprehensive loss activity for 2025, 2024, and 2023:

(in millions) Foreign Currency Translation Adjustments Other Adjustments Accumulated Other Comprehensive Loss
Balance at year-end 2022
$ ( 740 ) $ 11   $ ( 729 )
Other comprehensive income (loss) (1)
86   ( 4 ) 82  
Balance at year-end 2023 $ ( 654 ) $ 7   $ ( 647 )
Other comprehensive (loss) income (1)
( 437 ) 21   ( 416 )
Balance at year-end 2024 $ ( 1,091 ) $ 28   $ ( 1,063 )
Other comprehensive income (loss) (1)
442   ( 21 ) 421  
Balance at year-end 2025 $ ( 649 ) $ 7   $ ( 642 )

(1) Other comprehensive income (loss) includes intra-entity foreign currency transactions that are of a long-term investment nature, which resulted in (losses) gains of $( 71 ) million for 2025, $ 30 million for 2024, and $( 28 ) million for 2023.

NOTE 14. BUSINESS SEGMENTS
We discuss our operations in the following four reportable business segments: (1) U.S. & Canada, (2) Europe, Middle East & Africa (“EMEA”), (3) Greater China, and (4) Asia Pacific excluding China (“APEC”). Our Caribbean & Latin America (“CALA”) operating segment does not meet the applicable accounting criteria for separate disclosure as a reportable business segment, and as such, we include its results in “Unallocated corporate and other.”
Our President and Chief Executive Officer, who is our “chief operating decision maker” (“CODM”), evaluates the performance of our operating segments using “segment profits,” which is based largely on the results of the segment without allocating corporate expenses, income taxes, indirect general and administrative expenses, or restructuring and merger-related recoveries/charges, and other expenses. We assign gains and losses, equity in earnings or losses, and direct general and administrative expenses to each of our segments. “Unallocated corporate and other” includes a portion of our revenues (such as fees we receive from our credit card programs and timeshare licensing agreements), revenues and expenses for our Loyalty Program, indirect general and administrative expenses, restructuring and merger-related recoveries/charges, and other expenses, equity in earnings or losses, and other gains or losses that we do not allocate to our segments, as well as results of our CALA operating segment.
Our CODM uses segment profits to allocate resources (including employees and investment spending) to each segment, primarily as part of the annual budget process. Our CODM reviews budget-to-actual variances on a quarterly basis to assess segment performance. Additionally, our CODM uses segment profits to compare the results of each segment with one another and in the determination of compensation for segment leadership.
Our CODM monitors assets for the consolidated Company but does not use assets by operating segment when assessing performance or making operating segment resource allocations.
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Segment Revenues, Expenses, and Profits
The following tables present our revenues (disaggregated by segment and major revenue stream), segment expenses, and segment profits for each of the last three fiscal years:

2025
(in millions) U.S. & Canada EMEA Greater China
APEC
Gross fee revenues $ 3,004   $ 640   $ 261   $ 376  
Contract investment amortization ( 83 ) ( 19 ) ( 1 ) ( 6 )
Net fee revenues 2,921   621   260   370  
Owned, leased, and other revenue 528   592   26   162  
Cost reimbursement revenue 15,900   1,194   304   541  
Total reportable segment revenue 19,349   2,407   590   1,073  
Less:

Owned, leased, and other expense 434   530   28   146  
Depreciation, amortization, and other 108   40   12   9  
General and administrative 118   104   52   63  
Reimbursed expenses 16,015   1,211   315   552  
Other segment items (primarily non-operating income and expenses)
( 5 ) ( 3 ) ( 2 ) 2  
Total reportable segment profit $ 2,679   $ 525   $ 185   $ 301  

2024
(in millions) U.S. & Canada
EMEA Greater China
APEC
Gross fee revenues $ 2,951   $ 589   $ 250   $ 345  
Contract investment amortization ( 76 ) ( 14 ) ( 1 ) ( 5 )
Net fee revenues 2,875   575   249   340  
Owned, leased, and other revenue 437   595   27   141  
Cost reimbursement revenue 15,300   1,236   306   495  
Total reportable segment revenue 18,612   2,406   582   976  
Less:

Owned, leased, and other expense
399   519   24   129  
Depreciation, amortization, and other
84   38   9   8  
General and administrative
113   90   45   53  
Reimbursed expenses
15,381   1,252   319   510  
Other segment items (primarily non-operating income and expenses)
( 5 ) ( 5 ) ( 1 ) ( 4 )
Total reportable segment profit $ 2,640   $ 512   $ 186   $ 280  

2023
(in millions) U.S. & Canada
EMEA Greater China
APEC
Gross fee revenues $ 2,799   $ 529   $ 265   $ 288  
Contract investment amortization ( 65 ) ( 13 ) —   ( 4 )
Net fee revenues 2,734   516   265   284  
Owned, leased, and other revenue 506   574   18   135  
Cost reimbursement revenue 14,456   1,178   317   411  
Total reportable segment revenue 17,696   2,268   600   830  
Less:

Owned, leased, and other expense 380   537   25   130  
Depreciation, amortization, and other 84   40   10   9  
General and administrative 114   84   42   47  
Reimbursed expenses 14,399   1,168   317   409  
Other segment items (primarily non-operating income and expenses)
( 5 ) ( 2 ) ( 2 ) ( 8 )
Total reportable segment profit $ 2,724   $ 441   $ 208   $ 243  

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The following table presents reconciliations of our total reportable segment revenue and profit to consolidated revenue and income before income taxes for each of the last three fiscal years:

(in millions) 2025 2024 2023
Reconciliation of revenue

Total reportable segment revenue
$ 23,419   $ 22,576   $ 21,394  
Unallocated corporate and other
2,767   2,524   2,319  
Consolidated revenue
$ 26,186   $ 25,100   $ 23,713  

Reconciliation of income before income taxes

Total reportable segment profit
$ 3,690   $ 3,618   $ 3,616  
Unallocated corporate and other 471   188   297  
Interest expense, net of interest income ( 767 ) ( 655 ) ( 535 )
Consolidated income before income taxes
$ 3,394   $ 3,151   $ 3,378  

Revenues attributed to operations located outside the U.S. were $ 5,672 million in 2025, $ 5,512 million in 2024, and $ 5,160 million in 2023, including cost reimbursement revenue outside the U.S. of $ 3,077 million in 2025, $ 3,018 million in 2024, and $ 2,806 million in 2023.
Segment profits attributed to operations located outside the U.S. were $ 1,382 million in 2025, $ 1,329 million in 2024, and $ 1,258 million in 2023, including cost reimbursements, net (cost reimbursement revenue, net of reimbursed expenses) outside the U.S. of $( 54 ) million in 2025, $( 55 ) million in 2024, and $ 23 million in 2023.

NOTE 15. RELATED PARTY TRANSACTIONS
Equity Method Investments
We have equity method investments in entities that own or lease properties for which we provide management services and receive fees. In addition, in some cases we provide loans, preferred equity, or guarantees to these entities.
The following table presents Income Statement data resulting from transactions with these related parties. This table does not include our Financial Statement captions with insignificant related party activity.

(in millions) 2025 2024 2023

Cost reimbursement revenue $ 133   $ 131   $ 122  

Reimbursed expenses ( 138 ) ( 135 ) ( 126 )

Equity in earnings 11   8   9  

The carrying amount of our equity method investments was $ 298 million at both year-end 2025 and year-end 2024. This value exceeded our share of the book value of the investees’ net assets by $ 216 million at year-end 2025 and $ 223 million at year-end 2024, primarily due to the value that we assigned to land, contracts, and buildings owned by the investees.

Other Related Parties
We earned gross fee revenues plus reimbursement of certain expenses from franchised and managed properties in which members of the Marriott family hold varying interests. These amounts are not material to our Financial Statements.

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.

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,
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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.
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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.

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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.

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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.

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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.

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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.
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(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).

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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).

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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.

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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.
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Item 16.      Form 10-K Summary.
None.
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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