Marriott International (MAR) 10-K risk factor changes: FY2025 vs FY2024

[removed: In addition, these risks could cause] results to differ materially from those we express in forward-looking statements contained in this report or in other Company communications.

Our ability to remain competitive and attract and retain business, [removed: group] [added: group,] and leisure travelers depends on our success in distinguishing and driving preference for our lodging products and services, including our Loyalty Program, direct [added: digital] channels, consumer-facing technology platforms and services, our co-branded credit cards, and other offerings.

Economic and other global, national, and regional conditions and events have in the past [added: materially] impacted, and could in the future [added: materially] impact, our business, [added: operations,] financial [removed: results] [added: results,] and growth.

Because we conduct our business on a global scale, we are affected by changes [added: and uncertainties] in global, national, or regional economies, governmental policies (including in areas such as trade, travel, [added: spending,] immigration, labor, healthcare, and related issues), and geopolitical, public health, social and other conditions and events.

Our business, financial [removed: results] [added: results,] and growth are impacted by weak or volatile economic conditions; pandemics and other outbreaks of disease; natural and man-made disasters; changes in energy prices, interest [removed: rates] [added: rates, inflation,] and currency values; political instability, geopolitical disputes or conflict, actual or threatened war, terrorist activity, civil unrest and other acts of violence; heightened travel security measures, travel advisories, and disruptions in air and ground travel; and concerns over the foregoing.

These conditions and events have in the past materially negatively impacted, and could in the future materially negatively impact, our business, operations, [removed: and] financial [removed: results] [added: results, and growth] in many ways, including, but not limited to, as follows:

- causing hotel [removed: construction] [added: construction, opening,] and [removed: opening] [added: renovation] delays;

Premature termination of our agreements with hotel owners could [added: materially] hurt our financial performance.

Our agreements with hotel owners may be subject to premature termination in certain circumstances, such as the bankruptcy of a hotel owner, the failure of a hotel owner to comply with its payment or other obligations under the agreement, a failure under some agreements to meet specified financial or performance criteria which we do not cure, or in certain limited cases, other [added: negotiated contractual termination rights.]

When terminations occur for certain of these or other reasons, we may [removed: need] [added: seek] to enforce our right to damages for breach of [removed: contract and related claims, which may cause us to incur significant legal fees and expenses.]

We [removed: may] have [added: in the past had, and could in the future have,] difficulty collecting damages from the hotel owner, and any damages we ultimately collect could be less than the projected future value of the fees and other amounts we would have otherwise collected under the agreement with the hotel owner.

A significant loss of these agreements could [added: materially] hurt our financial performance or our ability to grow our business.

[added: Disagreements with hotel owners and other counterparties could materially impact our business, operations, financial results, and growth.] Consistent with our focus on [removed: management,] franchising, [added: management,] and licensing, we own very few of our lodging properties.

[removed: This has from] [added: From] time to time [removed: given] [added: this gives] rise to disagreements with such parties, [removed: and may give rise to such disagreements in the future,] including over new product, service, or systems initiatives and their associated costs, the timing and amount of capital investments, and reimbursement for operating costs, system costs, or other amounts.

Failure to resolve such disagreements has resulted in arbitration or [removed: litigation, and could do so in the future.][added: litigation.]

We could suffer significant losses, reduced profits, or constraints on our operations [added: or growth] as the result of adverse dispute resolution outcomes.

Some of our hotel rooms are booked through Internet travel [removed: intermediaries such as Expedia.com, Priceline.com, Booking.com, Travelocity.com, Orbitz.com, and Trip.com.][added: intermediaries.]

Internet search engines may also divert business away from our [added: direct digital] channels to intermediaries.

[removed: Although our Best Rate Guarantee and Member Rate programs have helped limit guest preference shift to intermediaries and greatly reduced the ability of intermediaries to undercut the published rates at hotels in our system, intermediaries] [added: Intermediaries] continue to use a variety of aggressive online marketing methods to attract guests, including the purchase by certain companies of trademarked online keywords such as “Marriott” from Internet search [removed: engines such as Google, Bing, Yahoo, and Baidu to steer guests toward their websites.][added: engines.]

[removed: Our business and profitability could be harmed to] [added: To] the extent that guest booking preference shifts from our direct digital channels to Internet travel intermediaries, diverting bookings away from our direct digital channels and increasing the overall cost of bookings for hotels in our [removed: system.][added: system, our business and profitability could be harmed.]

Our ability to attract and retain hotel owners and the terms of our agreements with hotel owners are influenced by the [removed: needs] [added: value, quality,] and [removed: preferences] [added: performance] of [added: our brands, the value and benefits of our Loyalty Program and other programs and services, our willingness to provide incentives to] hotel owners [added: to secure new agreements, the overall commercial terms of our agreements,] and the [added: relative value and benefits of] offerings otherwise available to hotel owners in the market, among other things.

The effects of, or our failure to comply with, applicable laws, regulations, and government policies may disrupt our business, lower our revenues, increase our costs, reduce our profits, limit our growth, or damage our reputation. We, the hotels in our system, our other lodging offerings, and the programs that we offer are subject to or affected by a variety of laws, regulations, and government policies around the globe, including, among others, those related to employment practices; marketing and advertising; consumer protection; trade and economic sanctions; anti-bribery, anti-corruption, and anti-money laundering; intellectual property; cybersecurity, data privacy, data localization, data transfers, [removed: and] the handling of personally identifiable [removed: information; competition;] [added: information, and AI and other emerging technologies; the offer and sale of franchises; competition and pricing;] climate and the environment; health, safety, and accessibility; [removed: liquor] [added: food and beverage] sales; [removed: the offer] [added: gaming] and [removed: sale of franchises;] [added: other entertainment offerings;] and credit card products.

These laws, regulations, and government policies may be complex and change frequently and [added: may not be reconcilable across jurisdictions, and] could have a range of adverse effects on our business.

[removed: The requirements of applicable laws, regulations, and government policies, our failure to meet such requirements] (including investigations and publicity resulting from actual or alleged failures), or actions we take to comply with such requirements or investigations could have significant adverse effects on our results of operations, reputation, or ability to grow our business.

Third-party claims that we infringe the intellectual property rights of others or our failure to defend our own intellectual property rights could materially adversely affect our [removed: business.] [added: business.] Third parties sometimes make claims against us for infringing their intellectual property rights (including as a result of the actions of our hotel owners, service providers, and other parties with whom we do business).

Such [removed: claims] [added: claims, including pending claims,] have in the past, and could in the future:

Many factors can affect the reputation and value of our Company or one or more of our brands, hotels in our system, or other offerings, including adherence to service and other brand standards; matters related to, or incidents involving, food quality and safety, guest and associate safety, health and cleanliness, [removed: sustainability and climate impact,] [added: sustainability,] supply chain management, [removed: inclusion and belonging,] [added: access to opportunity,] human rights, and support for local communities; [added: actions perceived as relating to political or social matters;] and compliance with applicable laws.

Actions by our hotel owners or others could [added: materially] adversely affect our image and reputation.

These third parties sometimes fail to maintain or act in accordance with applicable brand standards; experience [added: financial or] operational problems, including data or privacy incidents, or [removed: circumstances involving guest or associate health or safety;] [added: negative incidents related to matters described in the preceding risk factor;] or project a brand image inconsistent with ours, each of which [removed: can cause] [added: could have a material negative impact on] our image and [removed: reputation to suffer.][added: reputation.]

[removed: Although our agreements] with [removed: these parties generally provide us with] recourse and remedies in the event of a breach, including termination of the agreements under certain circumstances, [added: certain actions by these third parties may not give rise to recourse or remedies, and for those that do,] it could be expensive or time-consuming for us to pursue such [removed: remedies] [added: remedies,] and even if we are successful in pursuing such remedies, that may not be sufficient to mitigate reputational harm to us.

In addition, labor disputes and disruptions or increased demands from labor unions can sometimes harm associate relations, result in increased regulatory requirements or inquiries and enforcement by governmental authorities, harm relationships with guests and [removed: customers,] [added: hotel owners,] divert management attention, and reduce [removed: customer] [added: guest] demand, all of which could have a significant adverse effect on our reputation, business, financial condition, or results of operations.

Natural disasters, extreme weather, and other climate impacts and events (including rising sea levels, extreme hot or cold weather, [added: hurricanes and typhoons,] flooding, water shortages, fires, and droughts) have impacted, and continue to impact, hotels in our system, including by causing physical damage that prevents or limits the operations of the property or resulting in increases in insurance, energy or other operating costs.

Significant costs could be involved in improving the efficiency and climate resiliency of hotels in our system and otherwise preparing for, responding to, and mitigating climate or sustainability related impacts, events, or [removed: concerns.][added: concerns affecting hotels in our system.]

Compliance with climate-related legislation and regulation, and our efforts [added: related] to [removed: achieve science-based emissions reduction targets or other] [added: our climate and] sustainability initiatives, have been and are expected to continue to be complex and costly.

Climate or other sustainability-related concerns may affect [removed: customers’] [added: guests’] travel choices, including their frequency of travel.

[added: Certain types of losses, generally of a catastrophic nature, such as earthquakes, fires, hurricanes] and floods, terrorist acts, pandemics, or liabilities that result from incidents involving the security of information systems, may result in high deductibles, low limits, or may be uninsurable, or the cost of obtaining insurance may be unacceptably high.

Our Loyalty Program faces significant competition from the loyalty programs offered by other hospitality companies, [removed: as well as from loyalty programs offered by bank travel programs,] [added: banks,] airlines, and others.

Our ability to sustain continued growth through [removed: management,] franchise, [added: management,] or license agreements with hotel owners is affected, and may potentially be limited, by a variety of factors influencing real estate development generally.

These include site availability, financing availability, planning, zoning and other local approvals, and other limitations that may be imposed by market and submarket factors, such as projected room occupancy and rate, changes in growth in demand compared to projected supply, territorial restrictions in our agreements with hotel owners, costs of construction, demand for and availability of construction [added: labor, materials, and] resources, and other disruptive conditions in global, regional, or local markets.

A variety of other factors also affect income from properties and real estate values, including local market conditions and new supply of hotels and other lodging products, [removed: availability and costs of staffing,] [added: operating costs,] governmental regulations, insurance, zoning, tax and eminent domain laws, [added: interest rate levels, and the availability of financing.]

In addition, these risks could cause

contract and related claims, which may cause us to incur significant legal fees and expenses.

Changes in the way hotel rooms are booked could adversely impact our business.

Many intermediaries also operate their own loyalty programs designed to foster customer loyalty to their platforms, which could erode loyalty to our brands, offerings, and direct digital channels.

Bookings through these intermediaries are more costly to hotels in our system than bookings through our direct digital channels.

In addition, the introduction of AI capabilities by existing and emerging travel intermediaries may change the way guests plan, book, and pay for travel, which may disrupt how our products and services are marketed and distributed, potentially eroding brand loyalty, increasing distribution costs, and negatively affecting our Loyalty Program, which could adversely impact our financial performance and our ability to grow our business.

The requirements of applicable laws, regulations, and government policies, our failure to meet such requirements

Our hotel owners, service providers, and other third parties are subject to similar risks, which could also impact us.

Although our agreements with these third parties generally provide us

In addition, to the extent that legislative or regulatory changes negatively impact credit card issuers or networks, we could also see material adverse effects on our business, financial condition, or results of operations, including reduced revenues from our co-branded credit card agreements and a range of adverse impacts to our Loyalty Program, such as reduced program funding.

In addition, some hotel owners have leased their property from a third-party landlord.

If hotel owners cannot make required lease payments or otherwise comply with lease terms, the landlord could declare a default and terminate the lease, as we have seen in the past and could see in the future.

Additionally, if we fail to keep pace with rapidly-evolving technological developments in AI and other emerging technologies, our competitive position and business may suffer.

resulting from legal proceedings or investigations) related to the Data Security Incident, and certain expenses by their nature (such as, for example, expenses related to enhancing our data privacy and information security programs) are not covered by our insurance program.

Compliance with evolving regulatory frameworks governing AI and other emerging technologies may affect our use of such technologies and our ability to incorporate such technologies into our processes, offerings, and services, and may result in increased costs and exposure to legal proceedings or investigations in the event of

alleged noncompliance.

In addition, uncertainty around cross-border data transfers, including from the U.S., may require us to restrict certain data transfers, cease doing business with certain third parties, or change how data flows throughout our business, any of which could materially impact our operations.

negotiated contractual termination rights.

Disagreements with hotel owners and other counterparties may result in arbitration or litigation or delay implementation of product or service initiatives.

An increase in the use of Internet travel intermediaries to book hotel reservations could adversely impact our business.

Certain types of losses, generally of a catastrophic nature, such as earthquakes, fires, hurricanes

interest rate levels, and the availability of financing.

Our business could also suffer if the use of technologies that provide alternatives to in-person meetings and events results in a decrease in demand for our lodging properties.

A number of federal, state, and foreign governmental authorities made inquiries, opened investigations, or requested information and/or documents related to the Data Security Incident, including under various data protection and privacy regulations.

Among other terms, the resolution with the AG Offices included a $52 million monetary payment.

The resolutions with the FTC and the AG Offices include various ongoing requirements relating to our data privacy and information security programs.

Other governmental authorities investigating or seeking information about the Data Security Incident have imposed and may further impose undertakings, injunctive relief, consent decrees, or other penalties, which could, among other things, materially increase our costs or otherwise require us to alter how we operate our business and could damage our reputation and brand.

Significant management time and Company resources have been, and will continue to be, devoted to matters related to the Data Security Incident.

We are subject to numerous, complex, and frequently changing laws, regulations, and contractual obligations designed to protect personal information.

Changes in laws could adversely affect our ability to market our products effectively.

We rely on a variety of direct marketing techniques, including email marketing, online advertising (including through social media), and postal mailings.

Any further legal restrictions under various U.S. federal, state, or international laws, or new international, federal, or state laws on marketing and solicitation or international privacy, e-privacy, and anti-spam laws that govern these activities could adversely affect the continuing effectiveness of email, online advertising (including through social media), and postal mailing techniques and could require changes in our marketing strategy.

If this occurs, we may not be able to develop adequate alternative marketing strategies, which could impact the amount and timing of our sales of certain products.

We also obtain access to

potential guests and customers from travel service providers or other companies with whom we have substantial relationships, and we market to some individuals on these lists directly or by including our marketing message in the other companies’ marketing materials.

If access to these lists were to be prohibited or otherwise restricted, our ability to develop new guests and customers and introduce them to our products could be impaired.

*A discussion regarding our financial condition and results of operations for year-end [removed: 2023] [added: 2024] compared to year-end [removed: 2022] [added: 2023] can be found in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2023,] [added: 2024,] as filed with the SEC on February [removed: 13, 2024 (“2023] [added: 11, 2025 (“2024] Form 10-K”).*

We are a worldwide [removed: operator,] franchisor, [added: operator,] and licensor of hotel, residential, timeshare, and other lodging properties under [removed: more than 30 brand names.][added: a portfolio of compelling brands at different price and service points.]

Under our hotel franchising arrangements, we generally receive an initial application fee and continuing royalty fees, which are typically based on a percentage of room revenues, plus for certain brands, a percentage [added: of food and beverage revenues.]

We also have license and other agreements with third parties for certain offerings, such as for our timeshare properties, MGM Collection with Marriott Bonvoy, Design Hotels, and The Ritz-Carlton Yacht Collection, under which we receive royalty [removed: fees] and certain other fees.

[added: Unless otherwise stated,] RevPAR, occupancy, and ADR statistics are on a systemwide basis for comparable properties, [removed: unless otherwise stated.][added: and all changes refer to year-over-year changes for the comparable period.]

We define our comparable properties as hotels in our system that were open and operating under one of our brands since the beginning of the last full calendar year (since January 1, [removed: 2023] [added: 2024] for the current period) and have not, in either the current or previous year: (1) undergone significant room or public space renovations or expansions, (2) been converted between company-operated and franchised, or (3) sustained substantial property damage or business interruption.

Our comparable properties also exclude MGM Collection with Marriott Bonvoy, Design Hotels, The Ritz-Carlton Yacht Collection, [added: residences,] and timeshare properties.

For [removed: 2024,] [added: 2025,] we had [removed: 5,439] [added: 5,554] comparable U.S. & Canada properties and [removed: 1,741] [added: 2,011] comparable International properties.

See Note 7 for additional information related to legal [removed: proceedings] [added: proceedings, investigations,] and [removed: governmental investigations] [added: insurance recoveries] related to the Data Security Incident.

Our system grew from [removed: 8,785] [added: 9,361] properties [removed: (1,597,380] [added: (1,706,331] rooms) at year-end [removed: 2023] [added: 2024] to [removed: 9,361] [added: 9,805] properties [removed: (1,706,331] [added: (1,779,936] rooms) at year-end [removed: 2024.][added: 2025.]

Our [removed: 2024] [added: 2025] gross room additions included [removed: approximately 52,300] [added: nearly 64,000] rooms located outside U.S. & Canada [added: (including the citizenM brand acquisition)] and roughly [removed: 75,300] [added: 33,400] rooms converted from competitor brands.

At year-end [removed: 2024,] [added: 2025,] we had [removed: nearly 3,800] [added: approximately 4,100] properties and [removed: over 577,000] [added: nearly 610,000] rooms in our development pipeline, which [removed: includes roughly 29,000] [added: included over 35,000] rooms approved for development but not yet under signed contracts.

[removed: Our] [added: At year-end 2025, our] development pipeline [removed: includes over 229,000] [added: included nearly 265,000] rooms, or [removed: 40] [added: 43] percent, that were under [removed: construction or] [added: construction, including hotels that are] in the process of converting to our [removed: system at year-end 2024.][added: system.]

[removed: Fifty-five percent] [added: Over half] of the rooms in our development pipeline [removed: are] [added: were] located outside U.S. & Canada.

In [removed: 2024,] [added: 2025,] we signed [removed: over] [added: nearly] 1,200 development deals with hotel owners and other counterparties [removed: for nearly 162,000] [added: (excluding the citizenM acquisition) representing approximately 163,000] rooms globally.

[removed: Approximately 34] [added: Over 30] percent of rooms signed were [removed: the result of] [added: driven by] conversion opportunities.

In [removed: 2025,] [added: 2026,] we expect net rooms growth of [removed: 4] [added: 4.5] to [removed: 5] [added: 5.0] percent.

| | | | December 31, [removed: 2024] [added: 2025] | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | vs. December 31, [removed: 2023] [added: 2024] | | | | | | | | | | | | December 31, [removed: 2024] [added: 2025] | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | vs. December 31, [removed: 2023] [added: 2024] | | | | | | | | |

| Owned/Leased | | | 51 | | | | | | [removed: 50] [added: 51] | | | | | | [removed: 1] [added: —] | | | | | | [removed: 2] [added: —] | | % | | | | [removed: 14,312] [added: 14,406] | | | | | | [removed: 13,115] [added: 14,312] | | | | | | [removed: 1,197] [added: 94] | | | | | | [removed: 9] [added: 1] | | % |

[removed: (1)In addition to franchised, includes] [added: (1)Licensed and other properties include] our timeshare properties, MGM Collection with Marriott Bonvoy, Design Hotels, and The Ritz-Carlton Yacht Collection.

The following table presents RevPAR, occupancy, and ADR statistics for comparable properties for [removed: 2024,] [added: 2025,] and [removed: 2024] [added: 2025] compared to [removed: 2023.][added: 2024.]

Systemwide statistics include data from our franchised properties, in addition to our company-operated [added: properties.]

| | | | [removed: 2024] [added: 2025] | | | | | | vs. [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | vs. [removed: 2023] [added: 2024] | | | | | | | | | [removed: 2024] [added: 2025] | | | | | | vs. [removed: 2023] [added: 2024] | | |

The discussion below presents an analysis of our consolidated results of operations for [removed: 2024] [added: 2025] compared to [removed: 2023.][added: 2024.]

| *($ in millions)* | | | [removed: 2024 | | | | | | 2023] [added: 2025] | | | | | | [added: 2024] | | | | | | Change [removed: 2024] [added: 2025] vs. [removed: 2023 | | | | | | | | | | | |] [added: 2024] | | | | | | | | |

| Base management fees | | | [removed: $ | 1,288 | | | | | $] [added: 1,322] | [removed: 1,238] | | | | | [added: 1,288] | | | | | | [removed: $] [added: 34] | [removed: 50] | | | | | [removed: 4] [added: 3] | | % | [removed: | | | | | | | | | | | |]

| Franchise fees | | | [removed: 3,113 | | | | | | 2,831] [added: $] | [added: 3,325] | | | | | [added: $] | [added: 3,113] | | | | | [removed: 282] [added: $] | [added: 212] | | | | | [removed: 10] [added: 7] | | % | [removed: | | | | | | | | | | | |]

| Incentive management fees | | | [removed: 769 | | | | | | 755] [added: 791] | | | | | | [added: 769] | | | | | | [removed: 14] [added: 22] | | | | | | [removed: 2] [added: 3] | | % | [removed: | | | | | | | | | | | |]

| Gross fee revenues | | | [removed: 5,170 | | | | | | 4,824] [added: 5,438] | | | | | | [added: 5,170] | | | | | | [removed: 346] [added: 268] | | | | | | [removed: 7] [added: 5] | | % | [removed: | | | | | | | | | | | |]

| Contract investment amortization | | | [removed: (103) | | | | | | (88)] [added: (135)] | | | | | | [added: (103)] | | | | | | [removed: (15)] [added: (32)] | | | | | | [removed: (17)] [added: (31)] | | % | [removed: | | | | | | | | | | | |]

| Net fee revenues | | | $ | [removed: 5,067] [added: 5,303] | | | | | $ | [removed: 4,736 | | | | | |] [added: 5,067] | | | | | $ | [removed: 331] [added: 236] | | | | | [removed: 7] [added: 5] | | % | [removed: | | | | | | | | | | | |]

The increase in base management fees primarily reflected higher RevPAR [removed: and unit] [added: as well as rooms] growth [removed: ($26] [added: ($25] million).

In [added: both 2025 and] 2024, we earned incentive management fees from 69 percent of our managed hotels [removed: worldwide, compared to 68 percent in 2023.][added: worldwide.]

We earned incentive management fees from [removed: 31] [added: 32] percent of our U.S. & Canada managed hotels and 85 percent of our International managed hotels in [removed: each of 2024] [added: 2025, compared to 31 percent in U.S. & Canada] and [removed: 2023.][added: 85 percent in International in 2024.]

In addition, [added: in both 2025 and 2024,] 67 percent of our total incentive management fees [removed: in 2024] came from our International managed hotels, primarily in EMEA and [removed: APEC, versus 65 percent in 2023.][added: APEC.]

| Owned, leased, and other revenue | | | $ | [removed: 1,551] [added: 1,679] | | | | | $ | [removed: 1,564 | | | | | |] [added: 1,551] | | | | | $ | [removed: (13)] [added: 128] | | | | | [removed: (1)] [added: 8] | | % | [removed: | | | | | | | | | | | |]

| Owned, leased, and [removed: other,] [added: other revenue,] net [added: of owned, leased, and other expense] | | | $ | [removed: 351] [added: 218] | | | | | $ | [removed: 399 | | | | | |] [added: 222] | | | | | $ | [removed: (48)] [added: (4)] | | | | | [removed: (12)] [added: (2)] | | % | [removed: | | | | | | | | | | | |]

| Cost reimbursement revenue | | | $ | [removed: 18,482] [added: 19,204] | | | | | $ | [removed: 17,413 | | | | | |] [added: 18,482] | | | | | $ | [removed: 1,069] [added: 722] | | | | | [removed: 6] [added: 4] | | % | [removed: | | | | | | | | | | | |]

| Reimbursed expenses | | | [removed: 18,799 | | | | | | 17,424] [added: 19,503] | | | | | | [added: 18,799] | | | | | | [removed: 1,375] [added: 704] | | | | | | [removed: 8] [added: 4] | | % | [removed: | | | | | | | | | | | |]

| Cost reimbursements, net | | | $ | [removed: (317)] [added: (299)] | | | | | $ | [removed: (11) | | | | | |] [added: (317)] | | | | | $ | [removed: (306)] [added: 18] | | | | | [removed: (2,782)] [added: 6] | | % | [removed: | | | | | | | | | | | |]

Under our asset-light business model and consistent with our focus on franchising, management, and licensing, we own or lease very few of our lodging properties.

In 2025, worldwide RevPAR increased 2.0 percent compared to 2024, driven by ADR growth of 2.1 percent.

In the U.S. & Canada, RevPAR increased 0.7 percent in 2025, reflecting strong demand at our luxury hotels, partially offset by softer demand at our select service hotels, which were impacted by weaker business transient demand, in part due to declines in government travel.

In our International regions, RevPAR increased 5.1 percent in 2025, reflecting higher demand in most countries across the APEC, EMEA, and CALA regions.

In Greater China, RevPAR increased 0.4 percent, reflecting softness in macro-economic conditions during the year.

The increase compared to year-end 2024 reflected gross additions of 703 properties (99,459 rooms), including the addition of 37 properties (8,789 rooms) from the citizenM brand acquisition discussed in Note 3, and deletions of 253 properties (25,643 rooms).

The property and room counts as of year-end 2025 reflect the removal of all Sonder properties from our portfolio.

During 2025, we added three new brands to our portfolio through the citizenM brand acquisition and the introductions of Series by Marriott and the Outdoor Collection by Marriott Bonvoy.

We continued to expand our portfolio across chain scales, including advancing the expansion of our midscale offerings, and we also continued to strengthen our residential portfolio, signing 55 residential agreements in 2025.

| Franchised/Licensed/Other (1) | | | 7,644 | | | | | | 7,192 | | | | | | 452 | | | | | | 6 | | % | | | | 1,183,513 | | | | | | 1,104,446 | | | | | | 79,067 | | | | | | 7 | | % |

| Managed | | | 1,966 | | | | | | 1,981 | | | | | | (15) | | | | | | (1) | | % | | | | 565,764 | | | | | | 571,889 | | | | | | (6,125) | | | | | | (1) | | % |

| Residential | | | 144 | | | | | | 137 | | | | | | 7 | | | | | | 5 | | % | | | | 16,253 | | | | | | 15,684 | | | | | | 569 | | | | | | 4 | | % |

| Total | | | 9,805 | | | | | | 9,361 | | | | | | 444 | | | | | | 5 | | % | | | | 1,779,936 | | | | | | 1,706,331 | | | | | | 73,605 | | | | | | 4 | | % |

| U.S. & Canada | | | $ | 185.78 | | | | | 2.3 | | % | | | | 69.0 | | % | | | | (0.4) | | % | pts. | | | | | | $ | 269.36 | | | | | 2.9 | | % |

| Europe | | | $ | 236.81 | | | | | 3.1 | | % | | | | 72.8 | | % | | | | 2.1 | | % | pts. | | | | | | $ | 325.42 | | | | | 0.1 | | % |

| Middle East & Africa | | | $ | 142.33 | | | | | 9.8 | | % | | | | 70.4 | | % | | | | 2.2 | | % | pts. | | | | | | $ | 202.26 | | | | | 6.3 | | % |

| Greater China | | | $ | 82.87 | | | | | 0.4 | | % | | | | 68.5 | | % | | | | 0.6 | | % | pts. | | | | | | $ | 121.05 | | | | | (0.5) | | % |

| Asia Pacific excluding China | | | $ | 130.17 | | | | | 8.0 | | % | | | | 71.4 | | % | | | | 1.3 | | % | pts. | | | | | | $ | 182.35 | | | | | 6.0 | | % |

| Caribbean & Latin America | | | $ | 196.90 | | | | | 5.5 | | % | | | | 66.3 | | % | | | | 0.2 | | % | pts. | | | | | | $ | 296.77 | | | | | 5.1 | | % |

| International - All (1) | | | $ | 127.93 | | | | | 5.2 | | % | | | | 69.9 | | % | | | | 1.2 | | % | pts. | | | | | | $ | 183.05 | | | | | 3.4 | | % |

| Worldwide (2) | | | $ | 151.41 | | | | | 3.7 | | % | | | | 69.5 | | % | | | | 0.6 | | % | pts. | | | | | | $ | 217.80 | | | | | 2.9 | | % |

| U.S. & Canada | | | $ | 132.35 | | | | | 0.7 | | % | | | | 69.5 | | % | | | | (0.6) | | % | pts. | | | | | | $ | 190.33 | | | | | 1.5 | | % |

| Europe | | | $ | 160.65 | | | | | 3.3 | | % | | | | 71.3 | | % | | | | 1.7 | | % | pts. | | | | | | $ | 225.44 | | | | | 0.8 | | % |

| Middle East & Africa | | | $ | 131.32 | | | | | 10.4 | | % | | | | 69.7 | | % | | | | 2.0 | | % | pts. | | | | | | $ | 188.33 | | | | | 7.2 | | % |

| Greater China | | | $ | 76.53 | | | | | 0.4 | | % | | | | 67.0 | | % | | | | 0.4 | | % | pts. | | | | | | $ | 114.20 | | | | | (0.2) | | % |

| Asia Pacific excluding China | | | $ | 133.12 | | | | | 8.4 | | % | | | | 72.2 | | % | | | | 1.5 | | % | pts. | | | | | | $ | 184.36 | | | | | 6.2 | | % |

| Caribbean & Latin America | | | $ | 126.14 | | | | | 4.3 | | % | | | | 63.1 | | % | | | | 0.1 | | % | pts. | | | | | | $ | 199.85 | | | | | 4.2 | | % |

| International - All (1) | | | $ | 121.75 | | | | | 5.1 | | % | | | | 68.9 | | % | | | | 1.1 | | % | pts. | | | | | | $ | 176.73 | | | | | 3.4 | | % |

| Worldwide (2) | | | $ | 128.80 | | | | | 2.0 | | % | | | | 69.3 | | % | | | | — | | % | pts. | | | | | | $ | 185.81 | | | | | 2.1 | | % |

In the 2025 fourth quarter, 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.

See Note 1 for further information.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

The increase in franchise fees primarily reflected higher co-branded credit card and other brand-related fees ($105 million) as well as rooms growth ($94 million).

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| *($ in millions)* | | | 2025 | | | | | | 2024 | | | | | | Change 2025 vs. 2024 | | | | | | | | |

| Owned, leased, and other expense | | | 1,461 | | | | | | 1,329 | | | | | | 132 | | | | | | 10 | | % |

Owned, leased, and other revenue, net of owned, leased, and other expense, decreased primarily due to expenses related to the termination of our licensing agreement with Sonder Holdings Inc. ($23 million), partially offset by stronger results at our owned and leased properties in the U.S. & Canada, which included the results from the Sheraton Grand Chicago hotel that we acquired in the fourth quarter of the prior year.

| | | | | | | | | | | | | | | | | | | | | | | | |

Under our asset-light business model, we typically manage or franchise hotels and other lodging offerings, rather than own them.

of food and beverage revenues.

Unless otherwise stated, all changes refer to year-over-year changes for the comparable period.

We saw solid global RevPAR growth during 2024 compared to 2023.

In 2024, worldwide RevPAR increased 4.3 percent compared to 2023, reflecting ADR growth of 2.8 percent and occupancy improvement of 1.0 percentage point.

The increase in RevPAR was driven by strong year-over-year demand growth in nearly all our regions.

In the U.S. & Canada, where demand has normalized, RevPAR increased 3.0 percent in 2024, led by strong demand from group as well as strong demand from transient customer segments across our brand tiers.

In EMEA, RevPAR growth of 9.1 percent in 2024 was driven by strong demand in most countries across the region, aided by the 2024 Paris Olympics and other special events.

In APEC, RevPAR increased 12.9 percent in 2024, driven by strong demand, including an increase in inbound demand into the region.

In CALA, RevPAR increased 8.8 percent in 2024, driven by strong demand throughout the region.

In Greater China, RevPAR declined 2.3 percent in 2024 due to lower domestic demand as a result of macro-economic conditions and an increase in outbound travel.

In 2024, we launched a comprehensive initiative to enhance our effectiveness and efficiency across the Company.

At this point in the process, we expect this initiative to yield $80 million to $90 million of annual general and administrative cost reductions beginning in 2025.

These efforts are also anticipated to deliver cost savings to our hotel owners.

As part of these efforts, in the second half of 2024, we implemented a voluntary retirement program for certain above-property associates, and some above-property roles in the organization were eliminated or redefined.

We substantially completed this initiative as of year-end 2024.

The increase compared to year-end 2023 reflected gross additions of 666 properties (123,389 rooms), including the addition of 16 properties (approximately 38,000 rooms) from our exclusive, long-term strategic licensing agreement with MGM Resorts International and 163 properties (approximately 9,000 rooms) from our long-term agreement with Sonder Holdings Inc., and deletions of 90 properties (14,572 rooms).

During 2024, we continued to strengthen our luxury portfolio and grow our midscale brands.

In December 2024, we also announced the expansion of our outdoor-focused lodging offerings.

| Managed | | | 1,981 | | | | | | 2,046 | | | | | | (65) | | | | | | (3) | | % | | | | 571,889 | | | | | | 575,963 | | | | | | (4,074) | | | | | | (1) | | % |

| Franchised/Licensed/Other (1) | | | 7,192 | | | | | | 6,563 | | | | | | 629 | | | | | | 10 | | % | | | | 1,104,446 | | | | | | 994,354 | | | | | | 110,092 | | | | | | 11 | | % |

| Residential | | | 137 | | | | | | 126 | | | | | | 11 | | | | | | 9 | | % | | | | 15,684 | | | | | | 13,948 | | | | | | 1,736 | | | | | | 12 | | % |

| Total | | | 9,361 | | | | | | 8,785 | | | | | | 576 | | | | | | 7 | | % | | | | 1,706,331 | | | | | | 1,597,380 | | | | | | 108,951 | | | | | | 7 | | % |

properties.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| U.S. & Canada | | | $ | 177.07 | | | | | 3.4 | | % | | | | 69.4 | | % | | | | 0.5 | | % | pts. | | | | | | $ | 255.23 | | | | | 2.6 | | % |

| Europe | | | $ | 215.26 | | | | | 7.0 | | % | | | | 72.1 | | % | | | | 0.7 | | % | pts. | | | | | | $ | 298.73 | | | | | 6.0 | | % |

| Middle East & Africa | | | $ | 132.47 | | | | | 11.2 | | % | | | | 68.6 | | % | | | | 2.9 | | % | pts. | | | | | | $ | 193.15 | | | | | 6.5 | | % |

| Greater China | | | $ | 84.57 | | | | | (2.5) | | % | | | | 68.7 | | % | | | | 1.2 | | % | pts. | | | | | | $ | 123.16 | | | | | (4.2) | | % |

| Asia Pacific excluding China | | | $ | 122.13 | | | | | 12.2 | | % | | | | 72.5 | | % | | | | 3.7 | | % | pts. | | | | | | $ | 168.45 | | | | | 6.5 | | % |

| Caribbean & Latin America | | | $ | 182.62 | | | | | 8.7 | | % | | | | 66.0 | | % | | | | 2.0 | | % | pts. | | | | | | $ | 276.82 | | | | | 5.5 | | % |

| International - All (1) | | | $ | 124.96 | | | | | 6.6 | | % | | | | 69.9 | | % | | | | 2.1 | | % | pts. | | | | | | $ | 178.79 | | | | | 3.3 | | % |

| Worldwide (2) | | | $ | 147.09 | | | | | 4.9 | | % | | | | 69.7 | | % | | | | 1.5 | | % | pts. | | | | | | $ | 211.12 | | | | | 2.7 | | % |

| U.S. & Canada | | | $ | 131.26 | | | | | 3.0 | | % | | | | 70.1 | | % | | | | 0.4 | | % | pts. | | | | | | $ | 187.14 | | | | | 2.4 | | % |

| Europe | | | $ | 154.31 | | | | | 7.6 | | % | | | | 70.3 | | % | | | | 2.7 | | % | pts. | | | | | | $ | 219.39 | | | | | 3.5 | | % |

| Middle East & Africa | | | $ | 123.62 | | | | | 12.1 | | % | | | | 68.0 | | % | | | | 2.8 | | % | pts. | | | | | | $ | 181.72 | | | | | 7.6 | | % |

| Greater China | | | $ | 78.91 | | | | | (2.3) | | % | | | | 67.7 | | % | | | | 1.0 | | % | pts. | | | | | | $ | 116.55 | | | | | (3.7) | | % |

| Asia Pacific excluding China | | | $ | 124.66 | | | | | 12.9 | | % | | | | 72.5 | | % | | | | 3.8 | | % | pts. | | | | | | $ | 171.98 | | | | | 6.9 | | % |

| Caribbean & Latin America | | | $ | 151.98 | | | | | 8.8 | | % | | | | 65.8 | | % | | | | 1.8 | | % | pts. | | | | | | $ | 231.13 | | | | | 5.8 | | % |

| International - All (1) | | | $ | 121.75 | | | | | 7.6 | | % | | | | 69.2 | | % | | | | 2.4 | | % | pts. | | | | | | $ | 175.89 | | | | | 3.9 | | % |

The following table sets forth the scheduled maturities and the total fair value as of year-end [removed: 2024] [added: 2025] for our financial instruments that are impacted by interest rate risk:

| *($ in millions)* | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | [removed: 2028] [added: 2029] | | | | | | [removed: 2029] [added: 2030] | | | | | | There- after | | | | | | Total Carrying Amount | | | | | | Total Fair Value | | |

| Fixed-rate notes receivable | | | $ | [removed: 7] [added: 4] | | | | | $ | [removed: 5] [added: 8] | | | | | $ | [removed: 7] [added: 2] | | | | | $ | [removed: 4] [added: 3] | | | | | $ | — | | | | | $ | [removed: 15] [added: 18] | | | | | $ | [removed: 38] [added: 35] | | | | | $ | [removed: 33] [added: 32] | |

| Average interest rate | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 0.75] [added: 3.90] | | % | | | | | | |

| Floating-rate notes receivable | | | $ | [removed: 4] [added: 7] | | | | | $ | [removed: 76] [added: 93] | | | | | $ | [removed: 6] [added: 18] | | | | | $ | [removed: 21] [added: 3] | | | | | $ | [removed: —] [added: 3] | | | | | $ | [removed: —] [added: 2] | | | | | $ | [removed: 107] [added: 126] | | | | | $ | [removed: 109] [added: 128] | |

| Average interest rate | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 6.78] [added: 8.57] | | % | | | | | | |

| Average interest rate | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 4.43] [added: 4.49] | | % | | | | | | |

| Average interest rate | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 4.91] [added: 4.76] | | % | | | | | | |

| Fixed-rate debt | | | $ | (1,198) | | | | | $ | (1,392) | | | | | $ | (1,441) | | | | | $ | (1,283) | | | | | $ | (1,488) | | | | | $ | (6,924) | | | | | $ | (13,726) | | | | | $ | (13,828) | |

| Floating-rate debt | | | $ | — | | | | | $ | (1,177) | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | (1,181) | | | | | $ | (2,358) | | | | | $ | (2,404) | |

| Fixed-rate debt | | | $ | (1,300) | | | | | $ | (1,195) | | | | | $ | (990) | | | | | $ | (1,438) | | | | | $ | (1,279) | | | | | $ | (6,539) | | | | | $ | (12,741) | | | | | $ | (12,402) | |

| Floating-rate debt | | | $ | — | | | | | $ | — | | | | | $ | (1,582) | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | (1,582) | | | | | $ | (1,582) | |

We are a worldwide [removed: operator,] franchisor, [added: operator,] and licensor of hotel, residential, timeshare, and other lodging properties under [removed: more than 30 brand names] [added: a portfolio of compelling brands] at different price and service points.

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

As of year-end [removed: 2024,] [added: 2025,] our system included [removed: 9,361] [added: 9,805] properties [removed: (1,706,331] [added: (1,779,936] rooms) in [removed: 144] [added: 145] countries and territories, and we also had [removed: nearly 3,800 hotels (over 577,000] [added: approximately 4,100 properties (nearly 610,000] rooms) in our development pipeline.

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

Longer stay brands, which are classified under multiple quality tiers, offer amenities [removed: that mirror] [added: suggestive of] the comforts of home.

The following table shows the portfolio of brands owned, operated, and/or licensed by Marriott for properties open at year-end [removed: 2024.][added: 2025.]

[removed: ][added: ]

The following table shows the geographic distribution of properties operating under the brands in our portfolio at year-end [removed: 2024:][added: 2025:]

| JW Marriott® | | | Properties | | | [removed: 35] [added: 36] | | | [removed: 8] [added: 10] | | | [removed: 13] [added: 12] | | | [removed: 29] [added: 32] | | | [removed: 24] [added: 23] | | | 17 | | | [removed: 126] [added: 130] | | |

| The Ritz-Carlton® | | | Properties | | | 43 | | | [removed: 13] [added: 12] | | | [removed: 16] [added: 17] | | | 24 | | | [removed: 18] [added: 19] | | | [removed: 9] [added: 11] | | | [removed: 123] [added: 126] | | |

| The Luxury Collection® | | | Properties | | | [removed: 19] [added: 21] | | | [removed: 40] [added: 45] | | | [removed: 15] [added: 14] | | | [removed: 30] [added: 32] | | | [removed: 5] [added: 7] | | | [removed: 11] [added: 13] | | | [removed: 120] [added: 132] | | |

| W Hotels® | | | Properties | | | [removed: 26] [added: 23] | | | [removed: 11] [added: 13] | | | 6 | | | 11 | | | 11 | | | 8 | | | [removed: 73] [added: 72] | | |

| St. Regis® | | | Properties | | | 13 | | | 7 | | | [removed: 14] [added: 15] | | | 10 | | | [removed: 14] [added: 15] | | | [removed: 5] [added: 6] | | | [removed: 63] [added: 66] | | |

| EDITION® | | | Properties | | | 5 | | | [removed: 5] [added: 6] | | | [removed: 4] [added: 5] | | | 3 | | | 2 | | | 1 | | | [removed: 20] [added: 22] | | |

| Rooms | | | — | | | [removed: 332] [added: 328] | | | 121 | | | 157 | | | 201 | | | — | | | [removed: 811] [added: 807] | | | | | |

| Premium [added: (2)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Marriott® Hotels | | | Properties | | | 336 | | | [removed: 75] [added: 79] | | | [removed: 31] [added: 32] | | | [removed: 55] [added: 61] | | | [removed: 71] [added: 76] | | | [removed: 34] [added: 35] | | | [removed: 602] [added: 619] | | |

| Autograph Collection® | | | Properties | | | [removed: 162] [added: 169] | | | [removed: 87] [added: 96] | | | [removed: 17] [added: 22] | | | [removed: 23] [added: 28] | | | [removed: 4] [added: 5] | | | [removed: 39] [added: 42] | | | [removed: 332] [added: 362] | | |

| Renaissance® Hotels | | | Properties | | | [removed: 90] [added: 92] | | | [removed: 25] [added: 23] | | | 6 | | | [removed: 15] [added: 16] | | | [removed: 32] [added: 34] | | | [removed: 10] [added: 9] | | | [removed: 178] [added: 180] | | |

| Le Méridien® | | | Properties | | | 24 | | | [removed: 16] [added: 17] | | | [removed: 20] [added: 19] | | | [removed: 33] [added: 36] | | | [removed: 21] [added: 23] | | | 3 | | | [removed: 117] [added: 122] | | |

| Delta Hotels by Marriott® (Delta Hotels®) | | | Properties | | | [removed: 92] [added: 91] | | | [removed: 32] [added: 30] | | | 8 | | | — | | | 4 | | | [removed: 3] [added: 4] | | | [removed: 139] [added: 137] | | |

| MGM Collection with Marriott Bonvoy [removed: (2)] | | | Properties | | | 12 | | | — | | | — | | | — | | | — | | | — | | | 12 | | |

| Tribute Portfolio® | | | Properties | | | [removed: 88] [added: 102] | | | [removed: 28] [added: 36] | | | [removed: 8] [added: 11] | | | [removed: 13] [added: 15] | | | [removed: 8] [added: 11] | | | [removed: 9] [added: 11] | | | [removed: 154] [added: 186] | | |

| Gaylord® Hotels | | | Properties | | | [removed: 6] [added: 7] | | | — | | | — | | | — | | | — | | | — | | | [removed: 6] [added: 7] | | |

| Design Hotels® | | | Properties | | | [removed: 20] [added: 25] | | | [removed: 93] [added: 127] | | | 9 | | | [removed: 13] [added: 25] | | | [removed: 4] [added: 6] | | | [removed: 22] [added: 31] | | | [removed: 161] [added: 223] | | |

| Marriott Executive Apartments® | | | Properties | | | — | | | 3 | | | [removed: 13] [added: 18] | | | [removed: 13] [added: 15] | | | [removed: 11] [added: 12] | | | 2 | | | [removed: 42] [added: 50] | | |

| Apartments by Marriott [removed: BonvoyTM] [added: BonvoySM] | | | Properties | | | [removed: —] [added: 2] | | | [removed: —] [added: 1] | | | — | | | — | | | — | | | 2 | | | [removed: 2] [added: 5] | | |

| Rooms | | | [removed: —] [added: 381] | | | [removed: —] [added: 44] | | | — | | | — | | | — | | | 231 | | | [removed: 231] [added: 656] | | | | | |

| Courtyard by Marriott® (Courtyard®) | | | Properties | | | [removed: 1,076] [added: 1,083] | | | [removed: 80] [added: 84] | | | 12 | | | [removed: 65] [added: 67] | | | [removed: 58] [added: 63] | | | [removed: 50] [added: 53] | | | [removed: 1,341] [added: 1,362] | | |

| Fairfield by Marriott® (Fairfield®) | | | Properties | | | [removed: 1,174] [added: 1,191] | | | 1 | | | — | | | [removed: 72] [added: 77] | | | [removed: 66] [added: 94] | | | 18 | | | [removed: 1,331] [added: 1,381] | | |

| Residence Inn by Marriott® (Residence Inn®) | | | Properties | | | [removed: 873] [added: 889] | | | [removed: 30] [added: 31] | | | 8 | | | — | | | — | | | 9 | | | [removed: 920] [added: 937] | | |

| SpringHill Suites by Marriott® (SpringHill Suites®) | | | Properties | | | [removed: 563] [added: 579] | | | — | | | — | | | — | | | — | | | — | | | [removed: 563] [added: 579] | | |

| Four Points [added: FlexSM] by [removed: Sheraton® (Four Points®)] [added: Sheraton] | | | Properties | | | [removed: 148] [added: —] | | | [removed: 24] [added: 34] | | | [removed: 23] [added: 4] | | | [removed: 50] [added: 16] | | | [removed: 67] [added: —] | | | [removed: 20] [added: —] | | | [removed: 332] [added: 54] | | |

| TownePlace Suites by Marriott® (TownePlace Suites®) | | | Properties | | | [removed: 525] [added: 571] | | | — | | | — | | | — | | | — | | | — | | | [removed: 525] [added: 571] | | |

| Aloft® Hotels | | | Properties | | | [removed: 166] [added: 169] | | | 11 | | | [removed: 12] [added: 13] | | | [removed: 17] [added: 19] | | | [removed: 14] [added: 15] | | | [removed: 17] [added: 16] | | | [removed: 237] [added: 243] | | |

| [removed: AC Hotels] [added: Protea Hotels®] by [removed: Marriott®] [added: Marriott] | | | Properties | | | [removed: 126] [added: —] | | | [removed: 88] [added: —] | | | [removed: 2] [added: 65] | | | [removed: 7] [added: —] | | | [removed: 2] [added: —] | | | [removed: 19] [added: —] | | | [removed: 244] [added: 65] | | |

| Moxy® Hotels | | | Properties | | | [removed: 44] [added: 49] | | | [removed: 93] [added: 104] | | | [removed: —] [added: 1] | | | [removed: 13] [added: 15] | | | 11 | | | [removed: —] [added: 1] | | | [removed: 161] [added: 181] | | |

| Element® Hotels | | | Properties | | | [removed: 90] [added: 102] | | | [removed: 2] [added: 3] | | | 7 | | | 3 | | | [removed: 8] [added: 7] | | | — | | | [removed: 110] [added: 122] | | |

| [removed: Protea Hotels®] [added: AC Hotels] by [removed: Marriott] [added: Marriott®] | | | Properties | | | [removed: —] [added: 142] | | | [removed: —] [added: 88] | | | [removed: 64] [added: 2] | | | [removed: —] [added: 10] | | | [removed: —] [added: 4] | | | [removed: —] [added: 21] | | | [removed: 64] [added: 267] | | |

| City Express by MarriottSM | | | Properties | | | [removed: 1] [added: 11] | | | — | | | — | | | — | | | — | | | [removed: 152] [added: 147] | | | [removed: 153] [added: 158] | | |

| Rooms | | | 19,518 | | | 2,969 | | | 4,582 | | | 10,233 | | | 9,093 | | | 4,496 | | | 50,891 | | | | | |

| Rooms | | | 13,230 | | | 2,620 | | | 4,059 | | | 4,821 | | | 5,348 | | | 2,201 | | | 32,279 | | | | | |

| Rooms | | | 10,108 | | | 6,614 | | | 2,680 | | | 7,512 | | | 4,040 | | | 1,770 | | | 32,724 | | | | | |

| Rooms | | | 7,282 | | | 2,536 | | | 2,175 | | | 2,754 | | | 3,893 | | | 1,593 | | | 20,233 | | | | | |

| Rooms | | | 2,669 | | | 887 | | | 3,683 | | | 2,067 | | | 3,948 | | | 987 | | | 14,241 | | | | | |

| Rooms | | | 1,379 | | | 967 | | | 943 | | | 496 | | | 646 | | | 186 | | | 4,617 | | | | | |

| Rooms | | | 131,859 | | | 22,363 | | | 10,327 | | | 18,318 | | | 26,161 | | | 9,209 | | | 218,237 | | | | | |

| Sheraton® | | | Properties | | | 165 | | | 48 | | | 33 | | | 58 | | | 103 | | | 29 | | | 436 | | |

| Rooms | | | 63,854 | | | 13,361 | | | 9,899 | | | 17,156 | | | 35,597 | | | 8,091 | | | 147,958 | | | | | |

| Westin® | | | Properties | | | 137 | | | 16 | | | 8 | | | 42 | | | 32 | | | 16 | | | 251 | | |

| Rooms | | | 55,569 | | | 5,100 | | | 2,147 | | | 11,886 | | | 10,747 | | | 4,535 | | | 89,984 | | | | | |

| Rooms | | | 38,737 | | | 13,399 | | | 3,890 | | | 5,573 | | | 1,381 | | | 13,419 | | | 76,399 | | | | | |

| Rooms | | | 28,610 | | | 5,561 | | | 1,728 | | | 3,935 | | | 11,767 | | | 2,476 | | | 54,077 | | | | | |

| Rooms | | | 5,299 | | | 5,260 | | | 6,197 | | | 8,210 | | | 6,468 | | | 562 | | | 31,996 | | | | | |

| Rooms | | | 21,698 | | | 5,224 | | | 1,593 | | | — | | | 1,529 | | | 759 | | | 30,803 | | | | | |

| Rooms | | | 19,080 | | | 4,513 | | | 2,191 | | | 1,794 | | | 2,091 | | | 1,250 | | | 30,919 | | | | | |

| Rooms | | | 11,820 | | | — | | | — | | | — | | | — | | | — | | | 11,820 | | | | | |

| Rooms | | | 2,693 | | | 8,728 | | | 768 | | | 1,483 | | | 929 | | | 887 | | | 15,488 | | | | | |

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

| Outdoor Collection by Marriott BonvoySM (3) | | | Properties | | | 32 | | | — | | | — | | | — | | | — | | | — | | | 32 | | |

| Rooms | | | 1,532 | | | — | | | — | | | — | | | — | | | — | | | 1,532 | | | | | |

| Rooms | | | 149,901 | | | 15,231 | | | 2,635 | | | 13,712 | | | 16,091 | | | 8,520 | | | 206,090 | | | | | |

| Rooms | | | 113,031 | | | 222 | | | — | | | 10,363 | | | 14,611 | | | 2,521 | | | 140,748 | | | | | |

| Rooms | | | 109,374 | | | 3,517 | | | 1,114 | | | — | | | — | | | 1,328 | | | 115,333 | | | | | |

| Rooms | | | 68,370 | | | — | | | — | | | — | | | — | | | — | | | 68,370 | | | | | |

| Rooms | | | 20,848 | | | 4,788 | | | 6,340 | | | 13,382 | | | 23,837 | | | 3,213 | | | 72,408 | | | | | |

| Rooms | | | 57,577 | | | — | | | — | | | — | | | — | | | — | | | 57,577 | | | | | |

| Rooms | | | 24,408 | | | 1,911 | | | 2,850 | | | 4,676 | | | 3,394 | | | 2,577 | | | 39,816 | | | | | |

| Rooms | | | 23,831 | | | 11,844 | | | 286 | | | 2,597 | | | 995 | | | 3,275 | | | 42,828 | | | | | |

| Rooms | | | 8,604 | | | 19,905 | | | 160 | | | 3,307 | | | 1,944 | | | 122 | | | 34,042 | | | | | |

| Rooms | | | 13,920 | | | 489 | | | 1,189 | | | 572 | | | 1,398 | | | — | | | 17,568 | | | | | |

| Rooms | | | — | | | — | | | 7,020 | | | — | | | — | | | — | | | 7,020 | | | | | |

| citizenM® | | | Properties | | | 16 | | | 19 | | | — | | | 1 | | | 1 | | | — | | | 37 | | |

| Rooms | | | 4,374 | | | 3,938 | | | — | | | 210 | | | 267 | | | — | | | 8,789 | | | | | |

| Rooms | | | 1,129 | | | — | | | — | | | — | | | — | | | 17,781 | | | 18,910 | | | | | |

| Rooms | | | — | | | 4,106 | | | 231 | | | 3,469 | | | — | | | — | | | 7,806 | | | | | |

| Series by MarriottSM (3) | | | Properties | | | 2 | | | — | | | — | | | 37 | | | — | | | — | | | 39 | | |

| Rooms | | | 164 | | | — | | | — | | | 2,597 | | | — | | | — | | | 2,761 | | | | | |

| StudioResSM | | | Properties | | | 4 | | | — | | | — | | | — | | | — | | | — | | | 4 | | |

| Rooms | | | 496 | | | — | | | — | | | — | | | — | | | — | | | 496 | | | | | |

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

| Rooms | | | 19,269 | | | 2,525 | | | 4,734 | | | 9,399 | | | 9,556 | | | 4,496 | | | 49,979 | | | | | |

| Rooms | | | 13,227 | | | 2,820 | | | 4,049 | | | 4,821 | | | 5,158 | | | 2,007 | | | 32,082 | | | | | |

| Rooms | | | 9,903 | | | 5,801 | | | 2,691 | | | 7,125 | | | 1,488 | | | 1,570 | | | 28,578 | | | | | |

| Rooms | | | 8,417 | | | 2,271 | | | 2,175 | | | 2,754 | | | 3,905 | | | 1,931 | | | 21,453 | | | | | |

| Rooms | | | 2,669 | | | 887 | | | 3,511 | | | 2,066 | | | 3,659 | | | 675 | | | 13,467 | | | | | |

| Rooms | | | 1,379 | | | 819 | | | 703 | | | 496 | | | 646 | | | 180 | | | 4,223 | | | | | |

| Rooms | | | 131,983 | | | 21,341 | | | 9,976 | | | 16,512 | | | 24,852 | | | 9,174 | | | 213,838 | | | | | |

| Sheraton® | | | Properties | | | 166 | | | 49 | | | 32 | | | 56 | | | 99 | | | 29 | | | 431 | | |

| Rooms | | | 64,254 | | | 13,469 | | | 9,513 | | | 16,914 | | | 38,399 | | | 8,091 | | | 150,640 | | | | | |

| Westin® | | | Properties | | | 136 | | | 18 | | | 8 | | | 39 | | | 31 | | | 15 | | | 247 | | |

| Rooms | | | 55,323 | | | 6,074 | | | 2,147 | | | 11,026 | | | 10,370 | | | 4,347 | | | 89,287 | | | | | |

| Rooms | | | 37,404 | | | 12,024 | | | 2,753 | | | 4,969 | | | 571 | | | 12,777 | | | 70,498 | | | | | |

| Rooms | | | 28,315 | | | 5,834 | | | 1,728 | | | 3,806 | | | 11,307 | | | 2,959 | | | 53,949 | | | | | |

| Rooms | | | 5,262 | | | 5,164 | | | 6,490 | | | 7,735 | | | 5,862 | | | 562 | | | 31,075 | | | | | |

| Rooms | | | 21,817 | | | 5,586 | | | 1,876 | | | — | | | 1,529 | | | 561 | | | 31,369 | | | | | |

| Rooms | | | 16,578 | | | 3,794 | | | 1,173 | | | 1,444 | | | 1,735 | | | 1,011 | | | 25,735 | | | | | |

| Rooms | | | 10,220 | | | — | | | — | | | — | | | — | | | — | | | 10,220 | | | | | |

| Rooms | | | 2,157 | | | 6,912 | | | 768 | | | 955 | | | 783 | | | 531 | | | 12,106 | | | | | |

| Rooms | | | — | | | 212 | | | 1,841 | | | 1,785 | | | 1,735 | | | 240 | | | 5,813 | | | | | |

| Sonder by Marriott Bonvoy | | | Properties | | | 104 | | | 56 | | | 3 | | | — | | | — | | | — | | | 163 | | |

| Rooms | | | 6,501 | | | 1,850 | | | 844 | | | — | | | — | | | — | | | 9,195 | | | | | |

| Rooms | | | 148,671 | | | 14,639 | | | 2,635 | | | 13,184 | | | 14,951 | | | 8,100 | | | 202,180 | | | | | |

| Rooms | | | 111,495 | | | 222 | | | — | | | 9,614 | | | 10,398 | | | 2,521 | | | 134,250 | | | | | |

| Rooms | | | 107,249 | | | 3,446 | | | 1,205 | | | — | | | — | | | 1,328 | | | 113,228 | | | | | |

| Rooms | | | 66,666 | | | — | | | — | | | — | | | — | | | — | | | 66,666 | | | | | |

| Rooms | | | 22,028 | | | 4,309 | | | 5,520 | | | 11,501 | | | 17,724 | | | 2,624 | | | 63,706 | | | | | |

| Rooms | | | 53,208 | | | — | | | — | | | — | | | — | | | — | | | 53,208 | | | | | |

| Rooms | | | 24,010 | | | 1,763 | | | 2,743 | | | 4,296 | | | 3,180 | | | 2,769 | | | 38,761 | | | | | |

| Rooms | | | 21,029 | | | 11,909 | | | 286 | | | 1,966 | | | 378 | | | 3,007 | | | 38,575 | | | | | |

| Rooms | | | 7,805 | | | 17,587 | | | — | | | 2,886 | | | 2,052 | | | — | | | 30,330 | | | | | |

| Rooms | | | 12,428 | | | 275 | | | 1,189 | | | 572 | | | 1,647 | | | — | | | 16,111 | | | | | |

| Rooms | | | — | | | — | | | 6,932 | | | — | | | — | | | — | | | 6,932 | | | | | |

| Rooms | | | 83 | | | — | | | — | | | — | | | — | | | 17,694 | | | 17,777 | | | | | |

| Rooms | | | — | | | 1,420 | | | 231 | | | 3,386 | | | — | | | — | | | 5,037 | | | | | |

| Rooms | | | 7,664 | | | 619 | | | 2,429 | | | 3,808 | | | 302 | | | 862 | | | 15,684 | | | | | |

| | | | Subtotal Properties | | | 6,235 | | | 922 | | | 373 | | | 629 | | | 589 | | | 518 | | | 9,266 | | |

| | | | Subtotal Rooms | | | 1,043,224 | | | 153,904 | | | 80,263 | | | 143,177 | | | 172,388 | | | 90,248 | | | 1,683,204 | | |

| Rooms | | | | | | | | | | | | | | | | | | | | | 22,750 | | | | | |

| Rooms | | | | | | | | | | | | | | | | | | | | | 377 | | | | | |

From time to time, we are also subject to other legal proceedings and [removed: claims in the ordinary course of business,] [added: claims,] including adjustments proposed during governmental examinations of the various tax returns we file.

[added: While management presently] believes that the ultimate outcome of these other proceedings, individually and in aggregate, will not materially harm our [added: business,] financial [removed: position,] [added: condition,] cash flows, or overall trends in results of operations, legal proceedings are inherently uncertain, and unfavorable rulings could, individually or in aggregate, have a material adverse effect on our business, financial condition, [removed: or] operating [removed: results.][added: results, or cash flows.]

In the 2025 second quarter, we received a letter from the U.S. Environmental Protection Agency (the “EPA”) offering to engage in settlement discussions in relation to violations of the Clean Air Act that the EPA alleges occurred at a hotel we manage.

We do not believe this matter will have a material adverse effect on our business, financial condition, results of operations, or cash flows.

While management presently

For the Fiscal Year Ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

The aggregate market value of shares of common stock held by non-affiliates at June 30, [removed: 2024,] [added: 2025,] was [removed: $56,461,271,207.][added: $61,232,412,426.]

There were [removed: 275,695,298] [added: 264,984,554] shares of Class A Common Stock, par value $0.01 per share, outstanding at January 31, [removed: 2025.][added: 2026.]

Portions of the Proxy Statement prepared for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders are incorporated by reference into Part III of this report.

FISCAL YEAR ENDED DECEMBER 31, [removed: 2024][added: 2025]

| [removed: [Part I.](#i4643cdd7a4b94069abd47ec65f55c0f2_19)] [added: Part I.] | | | | | | | | |

| [removed: [Item 1.](#i4643cdd7a4b94069abd47ec65f55c0f2_22)] [added: Item 1.] | | | [removed: [Business](#i4643cdd7a4b94069abd47ec65f55c0f2_22)] [added: [Business](#ib1fb6fbdf52b44eb8372e35e34617998_22)] | | | [removed: [4](#i4643cdd7a4b94069abd47ec65f55c0f2_22)] [added: [4](#ib1fb6fbdf52b44eb8372e35e34617998_22)] | | |

| [removed: [Item 1A.](#i4643cdd7a4b94069abd47ec65f55c0f2_28)] [added: Item 1A.] | | | [Risk [removed: Factors](#i4643cdd7a4b94069abd47ec65f55c0f2_28)] [added: Factors](#ib1fb6fbdf52b44eb8372e35e34617998_61)] | | | [removed: [11](#i4643cdd7a4b94069abd47ec65f55c0f2_28)] [added: [10](#ib1fb6fbdf52b44eb8372e35e34617998_61)] | | |

| [removed: [Item 1B.](#i4643cdd7a4b94069abd47ec65f55c0f2_34)] [added: Item 1B.] | | | [Unresolved Staff [removed: Comments](#i4643cdd7a4b94069abd47ec65f55c0f2_34)] [added: Comments](#ib1fb6fbdf52b44eb8372e35e34617998_67)] | | | [removed: [19](#i4643cdd7a4b94069abd47ec65f55c0f2_34)] [added: [19](#ib1fb6fbdf52b44eb8372e35e34617998_67)] | | |

| [removed: [Item 1C.](#i4643cdd7a4b94069abd47ec65f55c0f2_37)] [added: Item 1C.] | | | [removed: [Cybersecurity](#i4643cdd7a4b94069abd47ec65f55c0f2_37)] [added: [Cybersecurity](#ib1fb6fbdf52b44eb8372e35e34617998_70)] | | | [removed: [19](#i4643cdd7a4b94069abd47ec65f55c0f2_37)] [added: [19](#ib1fb6fbdf52b44eb8372e35e34617998_70)] | | |

| [removed: [Item 2.](#i4643cdd7a4b94069abd47ec65f55c0f2_40)] [added: Item 2.] | | | [removed: [Properties](#i4643cdd7a4b94069abd47ec65f55c0f2_40)] [added: [Properties](#ib1fb6fbdf52b44eb8372e35e34617998_73)] | | | [removed: [20](#i4643cdd7a4b94069abd47ec65f55c0f2_40)] [added: [20](#ib1fb6fbdf52b44eb8372e35e34617998_73)] | | |

| [removed: [Item 3.](#i4643cdd7a4b94069abd47ec65f55c0f2_43)] [added: Item 3.] | | | [Legal [removed: Proceedings](#i4643cdd7a4b94069abd47ec65f55c0f2_43)] [added: Proceedings](#ib1fb6fbdf52b44eb8372e35e34617998_76)] | | | [removed: [20](#i4643cdd7a4b94069abd47ec65f55c0f2_43)] [added: [20](#ib1fb6fbdf52b44eb8372e35e34617998_76)] | | |

| [removed: [Item 4.](#i4643cdd7a4b94069abd47ec65f55c0f2_46)] [added: Item 4.] | | | [Mine Safety [removed: Disclosures](#i4643cdd7a4b94069abd47ec65f55c0f2_46)] [added: Disclosures](#ib1fb6fbdf52b44eb8372e35e34617998_79)] | | | [removed: [21](#i4643cdd7a4b94069abd47ec65f55c0f2_46)] [added: [21](#ib1fb6fbdf52b44eb8372e35e34617998_79)] | | |

| [removed: [Part II.](#i4643cdd7a4b94069abd47ec65f55c0f2_49)] [added: Part II.] | | | | | | | | |

| [removed: [Item 5.](#i4643cdd7a4b94069abd47ec65f55c0f2_52)] [added: Item 5.] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i4643cdd7a4b94069abd47ec65f55c0f2_52)] [added: Securities](#ib1fb6fbdf52b44eb8372e35e34617998_85)] | | | [removed: [21](#i4643cdd7a4b94069abd47ec65f55c0f2_52)] [added: [21](#ib1fb6fbdf52b44eb8372e35e34617998_85)] | | |

| [removed: [Item 6.](#i4643cdd7a4b94069abd47ec65f55c0f2_61)] [added: Item 6.] | | | [removed: [Reserved](#i4643cdd7a4b94069abd47ec65f55c0f2_61)] [added: [Reserved](#ib1fb6fbdf52b44eb8372e35e34617998_94)] | | | [removed: [21](#i4643cdd7a4b94069abd47ec65f55c0f2_61)] [added: [21](#ib1fb6fbdf52b44eb8372e35e34617998_94)] | | |

| [removed: [Item 7.](#i4643cdd7a4b94069abd47ec65f55c0f2_64)] [added: Item 7.] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i4643cdd7a4b94069abd47ec65f55c0f2_64)] [added: Operations](#ib1fb6fbdf52b44eb8372e35e34617998_97)] | | | [removed: [21](#i4643cdd7a4b94069abd47ec65f55c0f2_64)] [added: [22](#ib1fb6fbdf52b44eb8372e35e34617998_97)] | | |

| [removed: [Item 7A.](#i4643cdd7a4b94069abd47ec65f55c0f2_130)] [added: Item 7A.] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i4643cdd7a4b94069abd47ec65f55c0f2_130)] [added: Risk](#ib1fb6fbdf52b44eb8372e35e34617998_175)] | | | [removed: [29](#i4643cdd7a4b94069abd47ec65f55c0f2_130)] [added: [29](#ib1fb6fbdf52b44eb8372e35e34617998_175)] | | |

| [removed: [Item 8.](#i4643cdd7a4b94069abd47ec65f55c0f2_133)] [added: Item 8.] | | | [Financial [removed: Statements](#i4643cdd7a4b94069abd47ec65f55c0f2_133)] [added: Statements](#ib1fb6fbdf52b44eb8372e35e34617998_178)] | | | [removed: [31](#i4643cdd7a4b94069abd47ec65f55c0f2_133)] [added: [30](#ib1fb6fbdf52b44eb8372e35e34617998_178)] | | |

| [removed: [Item 9.](#i4643cdd7a4b94069abd47ec65f55c0f2_226)] [added: Item 9.] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i4643cdd7a4b94069abd47ec65f55c0f2_226)] [added: Disclosure](#ib1fb6fbdf52b44eb8372e35e34617998_361)] | | | [removed: [62](#i4643cdd7a4b94069abd47ec65f55c0f2_226)] [added: [60](#ib1fb6fbdf52b44eb8372e35e34617998_361)] | | |

| [removed: [Item 9A.](#i4643cdd7a4b94069abd47ec65f55c0f2_229)] [added: Item 9A.] | | | [Controls and [removed: Procedures](#i4643cdd7a4b94069abd47ec65f55c0f2_229)] [added: Procedures](#ib1fb6fbdf52b44eb8372e35e34617998_364)] | | | [removed: [62](#i4643cdd7a4b94069abd47ec65f55c0f2_229)] [added: [60](#ib1fb6fbdf52b44eb8372e35e34617998_364)] | | |

| [removed: [Item 9B.](#i4643cdd7a4b94069abd47ec65f55c0f2_232)] [added: Item 9B.] | | | [Other [removed: Information](#i4643cdd7a4b94069abd47ec65f55c0f2_232)] [added: Information](#ib1fb6fbdf52b44eb8372e35e34617998_367)] | | | [removed: [63](#i4643cdd7a4b94069abd47ec65f55c0f2_232)] [added: [61](#ib1fb6fbdf52b44eb8372e35e34617998_367)] | | |

| [removed: [Item 9C.](#i4643cdd7a4b94069abd47ec65f55c0f2_235)] [added: Item 9C.] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i4643cdd7a4b94069abd47ec65f55c0f2_235)] [added: Inspections](#ib1fb6fbdf52b44eb8372e35e34617998_370)] | | | [removed: [63](#i4643cdd7a4b94069abd47ec65f55c0f2_235)] [added: [61](#ib1fb6fbdf52b44eb8372e35e34617998_370)] | | |

| [removed: [Part III.](#i4643cdd7a4b94069abd47ec65f55c0f2_238)] [added: Part III.] | | | | | | | | |

| [removed: [Item 10.](#i4643cdd7a4b94069abd47ec65f55c0f2_241)] [added: Item 10.] | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i4643cdd7a4b94069abd47ec65f55c0f2_241)] [added: Governance](#ib1fb6fbdf52b44eb8372e35e34617998_376)] | | | [removed: [64](#i4643cdd7a4b94069abd47ec65f55c0f2_241)] [added: [62](#ib1fb6fbdf52b44eb8372e35e34617998_376)] | | |

| [removed: [Item 11.](#i4643cdd7a4b94069abd47ec65f55c0f2_241)] [added: Item 11.] | | | [Executive [removed: Compensation](#i4643cdd7a4b94069abd47ec65f55c0f2_241)] [added: Compensation](#ib1fb6fbdf52b44eb8372e35e34617998_376)] | | | [removed: [64](#i4643cdd7a4b94069abd47ec65f55c0f2_241)] [added: [62](#ib1fb6fbdf52b44eb8372e35e34617998_376)] | | |

| [removed: [Item 12.](#i4643cdd7a4b94069abd47ec65f55c0f2_241)] [added: Item 12.] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i4643cdd7a4b94069abd47ec65f55c0f2_241)] [added: Matters](#ib1fb6fbdf52b44eb8372e35e34617998_376)] | | | [removed: [64](#i4643cdd7a4b94069abd47ec65f55c0f2_241)] [added: [62](#ib1fb6fbdf52b44eb8372e35e34617998_376)] | | |

| [removed: [Item 13.](#i4643cdd7a4b94069abd47ec65f55c0f2_241)] [added: Item 13.] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i4643cdd7a4b94069abd47ec65f55c0f2_241)] [added: Independence](#ib1fb6fbdf52b44eb8372e35e34617998_376)] | | | [removed: [64](#i4643cdd7a4b94069abd47ec65f55c0f2_241)] [added: [62](#ib1fb6fbdf52b44eb8372e35e34617998_376)] | | |

| [removed: [Item 14.](#i4643cdd7a4b94069abd47ec65f55c0f2_241)] [added: Item 14.] | | | [Principal Accountant Fees and [removed: Services](#i4643cdd7a4b94069abd47ec65f55c0f2_241)] [added: Services](#ib1fb6fbdf52b44eb8372e35e34617998_376)] | | | [removed: [64](#i4643cdd7a4b94069abd47ec65f55c0f2_241)] [added: [62](#ib1fb6fbdf52b44eb8372e35e34617998_376)] | | |

| [removed: [Part IV.](#i4643cdd7a4b94069abd47ec65f55c0f2_250)] [added: Part IV.] | | | | | | | | |

| [removed: [Item 15.](#i4643cdd7a4b94069abd47ec65f55c0f2_253)] [added: Item 15.] | | | [Exhibits and Financial Statement [removed: Schedules](#i4643cdd7a4b94069abd47ec65f55c0f2_253)] [added: Schedules](#ib1fb6fbdf52b44eb8372e35e34617998_388)] | | | [removed: [68](#i4643cdd7a4b94069abd47ec65f55c0f2_253)] [added: [66](#ib1fb6fbdf52b44eb8372e35e34617998_388)] | | |

| [removed: [Item 16.](#i4643cdd7a4b94069abd47ec65f55c0f2_256)] [added: Item 16.] | | | [Form 10-K [removed: Summary](#i4643cdd7a4b94069abd47ec65f55c0f2_256)] [added: Summary](#ib1fb6fbdf52b44eb8372e35e34617998_391)] | | | [removed: [72](#i4643cdd7a4b94069abd47ec65f55c0f2_256)] [added: [71](#ib1fb6fbdf52b44eb8372e35e34617998_391)] | | |

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 [removed: management agreements,] franchise agreements, [added: 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 [removed: Bonvoy®] [added: BonvoySM] (which we also exclude from our property and room count), timeshare, residential, and The Ritz-Carlton Yacht Collection®.

Forward-looking statements include information related to our development pipeline; our expectations regarding rooms growth; our expectations [removed: related to new brands, offerings, and growth opportunities; our expectations] regarding our ability to meet our liquidity requirements; our capital expenditures and other investment spending and reimbursement expectations; our expectations regarding future dividends and share repurchases; our expectations regarding [added: our Loyalty Program; our expectations regarding our sustainability and social impact strategies and initiatives; our expectations regarding] certain claims, legal proceedings, settlements or resolutions; our [removed: comprehensive initiative] [added: expectations regarding additional payments] to [removed: enhance our effectiveness and efficiency across the Company, including related goals, anticipated cost reductions, and other expected or potential benefits] [added: citizenM Holding BV] and [removed: outcomes;] [added: certain of its affiliates;] and other statements that are preceded by, followed by, or include the words “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “foresees,” or similar expressions; and similar statements concerning anticipated future events and expectations that are not historical facts.

| | | | [Information About Our Executive Officers](#ib1fb6fbdf52b44eb8372e35e34617998_379) | | | [63](#ib1fb6fbdf52b44eb8372e35e34617998_379) | | |

| | | | [Code of Ethics and Business Conduct Guide](#ib1fb6fbdf52b44eb8372e35e34617998_382) | | | [66](#ib1fb6fbdf52b44eb8372e35e34617998_382) | | |

| | | | [Signatures](#ib1fb6fbdf52b44eb8372e35e34617998_394) | | | [72](#ib1fb6fbdf52b44eb8372e35e34617998_394) | | |

| | | | [Signatures](#i4643cdd7a4b94069abd47ec65f55c0f2_259) | | | [73](#i4643cdd7a4b94069abd47ec65f55c0f2_259) | | |

[removed: Management] [added: As part of our enterprise risk management process, management] has [removed: created] [added: established] a global information security program, which encompasses a dedicated [removed: global information security] team and policies, procedures, and processes for assessing, identifying, and managing risks from cybersecurity threats.

[removed: Marriott’s] [added: These] policies, procedures, and processes [removed: generally follow] [added: are informed by] recognized frameworks established by the National Institute of Standards and Technology (“NIST”) and the International Organization for Standardization, as well as other relevant standards.

With respect to [added: information security] incident response, we maintain a Global Information Security & Privacy Incident Response Plan (“IRP”), which applies to information security incidents involving properties owned, leased, or managed by Marriott, as well as our above-property business locations.

The resolutions with the FTC and the AG Offices include various [removed: ongoing] [added: long-term] requirements relating to our data privacy and information security programs.

However, there can be no assurance that we, our hotel owners, our third-party service providers, or other companies with whom we [added: or they] do business, will not experience a cybersecurity threat or incident in the future that could materially adversely affect our business strategy, results of operations, or financial condition.

Our Board has established a Technology and Information Security Oversight Committee (“TISOC”) to assist the Board in providing oversight of matters pertaining to [removed: technology,] [added: technology platforms and systems,] information security, and privacy, including risks from cybersecurity threats; management’s efforts to [removed: monitor] [added: monitor, provide governance over,] and mitigate those risks; [removed: and] significant cybersecurity [removed: incidents.][added: incidents; and emerging technology and trends, including AI.]

The TISOC meets at least four times per year and [removed: typically] receives reports from our [removed: Chief Information Security Officer (“CISO”)] [added: global information security team] and other members of management about these matters.

The Board’s Audit [removed: Committee] [added: Committee, which assists the Board in providing oversight of matters pertaining to the Company’s internal control environment, compliance with legal and regulatory requirements, and risk assessment policies and procedures,] receives reports regarding information security and technology-related audits conducted by our internal audit department.

To establish, implement, and evaluate our risk management policies and practices with respect to cybersecurity threats, and to facilitate the communication of such matters to the Board, the TISOC, and the Audit Committee, as applicable, we have established a number of management committees, several of which include senior leaders and direct reports of the Company’s President and CEO, that serve as our policymaking and management-level governing bodies with respect to our information [removed: security and] [added: security,] data [removed: privacy] [added: privacy, and AI] programs; oversee the implementation of our information [removed: security and] [added: security,] data [removed: privacy] [added: privacy, and AI] risk management strategy; and identify, consider, and escalate information [removed: security and] [added: security,] data [removed: privacy] [added: privacy, and AI] issues that may arise in our business.

Our global information security team led by our [removed: CISO] [added: Chief Information Security Officer (“CISO”)] works in coordination with these management committees and other cross-functional teams and is principally responsible for overseeing our information security strategy, working collaboratively with business leaders across the organization to assess, identify, and manage risks from cybersecurity threats, and to address cybersecurity incidents when they arise.

Cybersecurity incidents are escalated to our CISO and members of our global information security team, members of senior management, and members of the Board to the extent required under our IRP.

Our current CISO will be departing the Company voluntarily in late February 2026 for a position in another industry.

We are undertaking a search for his replacement and expect to appoint a new CISO.

Prior to such appointment, we intend to appoint an information security professional with appropriate expertise to act in an interim capacity to oversee our global information security program who will report to our Global Chief Information Officer and perform the CISO functions.

In general, our incident response process follows the NIST framework and focuses on four phases: (i) preparation; (ii) detection and analysis; (iii) containment, eradication, and recovery; and (iv) post-incident remediation.

Our CISO has more than 27 years of experience in information technology and/or information security, including more than 13 years in such positions in the hospitality industry.

Under our asset-light business model, we typically [removed: manage] [added: franchise, manage,] or [removed: franchise] [added: license] hotels and other lodging offerings, rather than own them.

As of December 31, [removed: 2024,] [added: 2025,] we owned or leased 14 hotels (5,539 rooms) in U.S. & Canada and 37 hotels [removed: (8,773] [added: (8,867] rooms) in International.

At January 31, [removed: 2025, 275,695,298] [added: 2026, 264,984,554] shares of our Class A Common Stock (our “common stock”) were outstanding and were held by [removed: 29,557] [added: 28,321] stockholders of record.

Fourth Quarter [removed: 2024] [added: 2025] Issuer Purchases of Equity Securities

| Period | | | | | | Total Number of Shares Purchased | | | | | | Average Price [added: Paid] per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | | | | | | Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs (1) | | |

[removed: (1)On] [added: On] November 9, 2023, we announced that [removed: our] [added: the] Board [removed: of Directors] [added: had] increased [removed: our] [added: the] common stock repurchase authorization [added: under the program] by 25 million [added: shares and, on August 7, 2025, we announced that the Board had further increased the authorization by an additional 25 million] shares.

At year-end [removed: 2024, 13.7] [added: 2025, 26.6] million shares remained available for repurchase under [removed: Board approved authorizations.][added: the program.]

| October 1, 2025 - October 31, 2025 | | | | | | 1.1 | | | | | | $ | 266.40 | | | | | 1.1 | | | | | | 29.0 | | |

| November 1, 2025 - November 30, 2025 | | | | | | 1.4 | | | | | | $ | 286.53 | | | | | 1.4 | | | | | | 27.6 | | |

| December 1, 2025 - December 31, 2025 | | | | | | 1.0 | | | | | | $ | 301.25 | | | | | 1.0 | | | | | | 26.6 | | |

| Total | | | | | | 3.5 | | | | | | $ | 284.25 | | | | | 3.5 | | | | | | | | |

(1)Our Board of Directors has authorized a share repurchase program.

These authorizations have no expiration date.

| October 1, 2024 - October 31, 2024 | | | | | | 0.8 | | | | | | $ | 259.10 | | | | | 0.8 | | | | | | 14.9 | | |

| November 1, 2024 - November 30, 2024 | | | | | | 0.3 | | | | | | $ | 287.09 | | | | | 0.3 | | | | | | 14.6 | | |

| December 1, 2024 - December 31, 2024 | | | | | | 0.9 | | | | | | $ | 288.31 | | | | | 0.9 | | | | | | 13.7 | | |

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#i4643cdd7a4b94069abd47ec65f55c0f2_136)] [added: Reporting](#ib1fb6fbdf52b44eb8372e35e34617998_181)] | | | [removed: [32](#i4643cdd7a4b94069abd47ec65f55c0f2_136)] [added: [31](#ib1fb6fbdf52b44eb8372e35e34617998_181)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i4643cdd7a4b94069abd47ec65f55c0f2_139)] [added: Firm](#ib1fb6fbdf52b44eb8372e35e34617998_184)] | | | [removed: [33](#i4643cdd7a4b94069abd47ec65f55c0f2_139)] [added: [32](#ib1fb6fbdf52b44eb8372e35e34617998_184)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i4643cdd7a4b94069abd47ec65f55c0f2_145)] [added: Firm](#ib1fb6fbdf52b44eb8372e35e34617998_190)] | | | [removed: [34](#i4643cdd7a4b94069abd47ec65f55c0f2_145)] [added: [33](#ib1fb6fbdf52b44eb8372e35e34617998_190)] | | |

| [Consolidated Statements of [removed: Income](#i4643cdd7a4b94069abd47ec65f55c0f2_148)] [added: Income](#ib1fb6fbdf52b44eb8372e35e34617998_193)] | | | [removed: [37](#i4643cdd7a4b94069abd47ec65f55c0f2_148)] [added: [35](#ib1fb6fbdf52b44eb8372e35e34617998_193)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i4643cdd7a4b94069abd47ec65f55c0f2_151)] [added: Income](#ib1fb6fbdf52b44eb8372e35e34617998_202)] | | | [removed: [38](#i4643cdd7a4b94069abd47ec65f55c0f2_151)] [added: [36](#ib1fb6fbdf52b44eb8372e35e34617998_202)] | | |

| [Consolidated Balance [removed: Sheets](#i4643cdd7a4b94069abd47ec65f55c0f2_154)] [added: Sheets](#ib1fb6fbdf52b44eb8372e35e34617998_205)] | | | [removed: [39](#i4643cdd7a4b94069abd47ec65f55c0f2_154)] [added: [37](#ib1fb6fbdf52b44eb8372e35e34617998_205)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i4643cdd7a4b94069abd47ec65f55c0f2_157)] [added: Flows](#ib1fb6fbdf52b44eb8372e35e34617998_208)] | | | [removed: [40](#i4643cdd7a4b94069abd47ec65f55c0f2_157)] [added: [38](#ib1fb6fbdf52b44eb8372e35e34617998_208)] | | |

[removed: | [Consolidated Statements of Stockholders’ (Deficit) Equity](#i4643cdd7a4b94069abd47ec65f55c0f2_160) | | | [41](#i4643cdd7a4b94069abd47ec65f55c0f2_160) | | |][added: CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT]

| [Notes to Consolidated Financial [removed: Statements](#i4643cdd7a4b94069abd47ec65f55c0f2_163)] [added: Statements](#ib1fb6fbdf52b44eb8372e35e34617998_214)] | | | [removed: [42](#i4643cdd7a4b94069abd47ec65f55c0f2_163)] [added: [40](#ib1fb6fbdf52b44eb8372e35e34617998_214)] | | |

| [Summary of Significant Accounting [removed: Policies](#i4643cdd7a4b94069abd47ec65f55c0f2_169)] [added: Policies](#ib1fb6fbdf52b44eb8372e35e34617998_220)] | | | [removed: [42](#i4643cdd7a4b94069abd47ec65f55c0f2_169)] [added: [40](#ib1fb6fbdf52b44eb8372e35e34617998_220)] | | |

| [Earnings Per [removed: Share](#i4643cdd7a4b94069abd47ec65f55c0f2_175)] [added: Share](#ib1fb6fbdf52b44eb8372e35e34617998_289)] | | | [removed: [50](#i4643cdd7a4b94069abd47ec65f55c0f2_175)] [added: [48](#ib1fb6fbdf52b44eb8372e35e34617998_289)] | | |

| [Stock-Based [removed: Compensation](#i4643cdd7a4b94069abd47ec65f55c0f2_178)] [added: Compensation](#ib1fb6fbdf52b44eb8372e35e34617998_292)] | | | [removed: [50](#i4643cdd7a4b94069abd47ec65f55c0f2_178)] [added: [48](#ib1fb6fbdf52b44eb8372e35e34617998_292)] | | |

| [Commitments and [removed: Contingencies](#i4643cdd7a4b94069abd47ec65f55c0f2_187)] [added: Contingencies](#ib1fb6fbdf52b44eb8372e35e34617998_301)] | | | [removed: [53](#i4643cdd7a4b94069abd47ec65f55c0f2_187)] [added: [52](#ib1fb6fbdf52b44eb8372e35e34617998_301)] | | |

| [Long-Term [removed: Debt](#i4643cdd7a4b94069abd47ec65f55c0f2_196)] [added: Debt](#ib1fb6fbdf52b44eb8372e35e34617998_325)] | | | [removed: [56](#i4643cdd7a4b94069abd47ec65f55c0f2_196)] [added: [55](#ib1fb6fbdf52b44eb8372e35e34617998_325)] | | |

| [Intangible Assets and [removed: Goodwill](#i4643cdd7a4b94069abd47ec65f55c0f2_199)] [added: Goodwill](#ib1fb6fbdf52b44eb8372e35e34617998_328)] | | | [removed: [57](#i4643cdd7a4b94069abd47ec65f55c0f2_199)] [added: [56](#ib1fb6fbdf52b44eb8372e35e34617998_328)] | | |

| [removed: [Property] [added: Property] and [removed: Equipment](#i4643cdd7a4b94069abd47ec65f55c0f2_202)] [added: equipment] | | | [removed: [58](#i4643cdd7a4b94069abd47ec65f55c0f2_202)] [added: 29] | | | [added: | | | 15 | | |]

| [Fair Value of Financial [removed: Instruments](#i4643cdd7a4b94069abd47ec65f55c0f2_205)] [added: Instruments](#ib1fb6fbdf52b44eb8372e35e34617998_337)] | | | [removed: [59](#i4643cdd7a4b94069abd47ec65f55c0f2_205)] [added: [57](#ib1fb6fbdf52b44eb8372e35e34617998_337)] | | |

| [Accumulated Other Comprehensive [removed: Loss](#i4643cdd7a4b94069abd47ec65f55c0f2_208)] [added: Loss](#ib1fb6fbdf52b44eb8372e35e34617998_340)] | | | [removed: [59](#i4643cdd7a4b94069abd47ec65f55c0f2_208)] [added: [58](#ib1fb6fbdf52b44eb8372e35e34617998_340)] | | |

| [Related Party [removed: Transactions](#i4643cdd7a4b94069abd47ec65f55c0f2_220)] [added: Transactions](#ib1fb6fbdf52b44eb8372e35e34617998_352)] | | | [removed: [62](#i4643cdd7a4b94069abd47ec65f55c0f2_220)] [added: [60](#ib1fb6fbdf52b44eb8372e35e34617998_352)] | | |

In connection with the preparation of the Company’s annual consolidated financial statements, management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the “COSO criteria”).

Based on this assessment, management has concluded that, applying the COSO criteria, as of December 31, [removed: 2024,] [added: 2025,] the Company’s internal control over financial reporting was effective to provide reasonable assurance of the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

We have audited Marriott International, Inc.’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Marriott International, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, stockholders’ [removed: (deficit) equity] [added: deficit] and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes, and our report dated February [removed: 11, 2025] [added: 10, 2026] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Marriott International, Inc. (the Company) as of December 31, [removed: 2024,] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, stockholders’ [removed: (deficit) equity] [added: deficit] and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 11, 2025] [added: 10, 2026] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | | | | During [removed: 2024,] [added: 2025,] the Company recognized [removed: $3,010] [added: $3,160] million of revenues previously deferred as of December 31, [removed: 2023,] [added: 2024,] and had deferred revenue of [removed: $7,519] [added: $7,992] million as of December 31, [removed: 2024,] [added: 2025,] associated with the Marriott Bonvoy guest loyalty program (the Loyalty Program). As discussed in Note 2 to the financial statements, the Company recognizes revenue for performance obligations relating to Loyalty Program points and free night certificates as they are redeemed and the related performance obligations are satisfied. [removed: The Company recognizes a portion of revenue for the licensed intellectual property performance obligation under the sales-based royalty criteria, with the remaining portion recognized on a straight-line basis over the contract term.] Revenue is recognized utilizing complex models based upon the estimated standalone selling price per point and per free night certificate, which includes judgment in making the [removed: estimates] [added: estimate] of [removed: variable consideration and] breakage of points. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process of accounting for the Loyalty Program. For example, we tested controls over [removed: the accounting methods and model used in reporting results of the Loyalty Program,] management’s review of the [removed: assumptions and data inputs utilized in estimating the standalone selling price per Loyalty Program point, as well as the] development of the estimated breakage. | | |

| | | | | | | To test the recognition of [removed: revenues] [added: points] and [removed: costs] [added: free night certificates revenue] associated with the Loyalty Program, we performed audit procedures that included, among others, [removed: testing the clerical accuracy and consistency with US GAAP of the accounting model developed by the Company to recognize revenue and costs associated with the Loyalty Program, and testing significant inputs into the accounting model, including the estimated standalone selling price and recognition of points earned and redeemed during the period. We involved our valuation specialists to assist in our testing procedures with respect to the estimate of relative standalone selling price of the performance obligations associated with the amendment to a domestic co-branded credit card agreement. We involved] [added: involving] our actuarial professionals to assist in our testing procedures with respect to the estimate of the breakage of Loyalty Program points. We evaluated management’s methodology for estimating the breakage of Loyalty Program points, and we tested underlying data and actuarial assumptions used in estimating the breakage. [removed: We evaluated the reasonableness of management’s assumptions, including projections of cash flows, used to estimate variable consideration under the Company’s co-branded credit cards.] | | |

| *Description of the Matter* | | | | | | During [removed: 2024,] [added: 2025,] the Company recognized [removed: $1,074] [added: $870] million of general and administrative expenses and [removed: $18,799] [added: $19,503] million of reimbursed expenses. As discussed in Note 2 to the financial statements, the Company incurs certain expenses that are for the benefit of, and reimbursable from, hotel owners and certain other counterparties. Such amounts are recorded in the period in which the expense is incurred and include judgment with respect to the allocation of certain costs between general and administrative expenses, which are non-reimbursable, and reimbursed expenses. | | |

| | | | | | | To test the recognition of reimbursed expenses for appropriate classification, we performed audit procedures that included, among others, (1) testing [added: certain] manual journal entries made to reimbursed expenses and general and administrative expenses and (2) performing analytical procedures over total reimbursed expenses and general and administrative expenses in order to identify any trends or indicators of material errors in the classification of expenses. | | |

Fiscal Years [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]

| | | | 2024 | | | | | | 2023 | | | [removed: | | | 2022 | | |]

| Base management fees | | | [removed: $] [added: 1,322] | [removed: 1,288] | | | | | [removed: $] [added: 1,288] | [removed: 1,238] | | | | | [removed: $] [added: 1,238] | [removed: 1,044] | |

| Franchise fees | | | [removed: 3,113] [added: $] | [added: 3,325] | | | | | [removed: 2,831] [added: $] | [added: 3,113] | | | | | [removed: 2,505] [added: $] | [added: 2,831] | |

| Incentive management fees | | | [removed: 769] [added: 791] | | | | | | [removed: 755] [added: 769] | | | | | | [removed: 529] [added: 755] | | |

| Gross fee revenues | | | [removed: 5,170] [added: 5,438] | | | | | | [removed: 4,824] [added: 5,170] | | | | | | [removed: 4,078] [added: 4,824] | | |

| Contract investment amortization | | | [removed: (103)] [added: (135)] | | | | | | [removed: (88)] [added: (103)] | | | | | | [removed: (89)] [added: (88)] | | |

| Net fee revenues | | | [removed: 5,067] [added: 5,303] | | | | | | [removed: 4,736] [added: 5,067] | | | | | | [removed: 3,989] [added: 4,736] | | |

| [Basis of Presentation](#ib1fb6fbdf52b44eb8372e35e34617998_217) | | | [40](#ib1fb6fbdf52b44eb8372e35e34617998_217) | | |

| [Acquisition](#ib1fb6fbdf52b44eb8372e35e34617998_286) | | | [47](#ib1fb6fbdf52b44eb8372e35e34617998_286) | | |

| [Income Taxes](#ib1fb6fbdf52b44eb8372e35e34617998_295) | | | [49](#ib1fb6fbdf52b44eb8372e35e34617998_295) | | |

| [Leases](#ib1fb6fbdf52b44eb8372e35e34617998_319) | | | [53](#ib1fb6fbdf52b44eb8372e35e34617998_319) | | |

| [Business Segments](#ib1fb6fbdf52b44eb8372e35e34617998_346) | | | [58](#ib1fb6fbdf52b44eb8372e35e34617998_346) | | |

February 10, 2026

| | | | | | | Auditing Loyalty Program results is complex due to the complexity and judgment of estimating the standalone selling price per Loyalty Program point, including the estimated breakage of Loyalty Program points which requires the use of specialists. | | |

February 10, 2026

| Owned, leased, and other expense (2) | | | 1,461 | | | | | | 1,329 | | | | | | 1,309 | | |

| General and administrative (2) | | | 870 | | | | | | 945 | | | | | | 867 | | |

(2)In the 2025 fourth quarter, 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.

See Note 1 for additional information.

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

Fiscal Years Ended 2025 and 2024

| | | | 3,584 | | | | | | 3,485 | | |

| | | | 19,243 | | | | | | 18,219 | | |

| | | | $ | 27,540 | | | | | $ | 26,182 | |

| | | | 8,398 | | | | | | 8,649 | | |

| | | | (3,771) | | | | | | (2,992) | | |

| | | | $ | 27,540 | | | | | $ | 26,182 | |

Fiscal Years 2025, 2024, and 2023

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Net income | | | $ | 2,601 | | | | | $ | 2,375 | | | | | $ | 3,083 | |

Fiscal Years 2025, 2024, and 2023

| 265.9 | | | (1) | | | Balance at December 31, 2025 | | | $ | (3,771) | | | | | $ | 5 | | | | | $ | 6,352 | | | | | $ | 18,414 | | | | | $ | (27,900) | | | | | $ | (642) | |

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.

These

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.

service (when the points are redeemed).

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.

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.

*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.

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.

| [Basis of Presentation](#i4643cdd7a4b94069abd47ec65f55c0f2_166) | | | [42](#i4643cdd7a4b94069abd47ec65f55c0f2_166) | | |

| [Acquisition](#i4643cdd7a4b94069abd47ec65f55c0f2_172) | | | [49](#i4643cdd7a4b94069abd47ec65f55c0f2_172) | | |

| [Income Taxes](#i4643cdd7a4b94069abd47ec65f55c0f2_181) | | | [51](#i4643cdd7a4b94069abd47ec65f55c0f2_181) | | |

| [Leases](#i4643cdd7a4b94069abd47ec65f55c0f2_193) | | | [55](#i4643cdd7a4b94069abd47ec65f55c0f2_193) | | |

| [Business Segments](#i4643cdd7a4b94069abd47ec65f55c0f2_214) | | | [60](#i4643cdd7a4b94069abd47ec65f55c0f2_214) | | |

| [Restructuring Charges](#i4643cdd7a4b94069abd47ec65f55c0f2_223) | | | [62](#i4643cdd7a4b94069abd47ec65f55c0f2_223) | | |

February 11, 2025

| | | | | | | Auditing Loyalty Program results is complex due to: (1) the complexity of models and high volume of data used to monitor and account for Loyalty Program results, (2) the complexity in accounting for the amendment to one of the Company’s domestic co-branded credit card agreements, as well as the judgment in estimating the relative standalone selling price of the related performance obligations, and (3) the complexity and judgment of estimating the standalone selling price per Loyalty Program point, including both the estimate of variable consideration under the Company’s co-branded credit card agreements which has significant estimation uncertainty associated with projecting future cardholder spending and redemption activity, and the estimated breakage of Loyalty Program points which requires the use of specialists. | | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Owned, leased, and other - direct | | | 1,200 | | | | | | 1,165 | | | | | | 1,074 | | |

| General, administrative, and other | | | 1,074 | | | | | | 1,011 | | | | | | 891 | | |

| | | | 3,485 | | | | | | 3,311 | | |

| | | | 18,219 | | | | | | 18,076 | | |

| | | | $ | 26,182 | | | | | $ | 25,674 | |

| | | | 8,649 | | | | | | 7,762 | | |

| | | | (2,992) | | | | | | (682) | | |

| 326.3 | | | | | | Balance at December 31, 2021 | | | $ | 1,414 | | | | | $ | 5 | | | | | $ | 5,892 | | | | | $ | 10,305 | | | | | $ | (14,446) | | | | | $ | (342) | |

These costs primarily consist of

In addition, we present in the “Reimbursed expenses” caption of our Income Statements spending funded by the proceeds ($664 million, $425 million after-tax) from the 2017 sale of our interest in Avendra LLC, which we committed would be used for the benefit of hotels in our system.

Such spending totaled less than $1 million in 2024, $161 million ($120 million after-tax) in 2023, and $69 million ($52 million after-tax) in 2022.

As of December 31, 2024, we have completed our spending funded by the Avendra sale proceeds.

Breakage

The current portion of our liability for guest loyalty program increased compared to December 31, 2023, due to higher estimated redemptions in the short-term.

and assumptions, in applying the more likely than not threshold.

When we recognize an

Our analysis includes both quantitative and qualitative reviews.

Accounting Standards Update (“ASU”) 2023-07 - “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”: ASU 2023-07, issued by the Financial Accounting Standards Board, requires the disclosure of significant segment expenses by reportable segment if such expenses are regularly provided to the chief operating decision maker (“CODM”) and included in each reported measure of segment profit or loss.

ASU 2023-07 also requires disclosure of the CODM’s title and position and an explanation of how the CODM uses the reported measure of a segment profit or loss in assessing segment performance and allocating resources.

In the 2024 fourth quarter, we completed the asset acquisition of the Sheraton Grand Chicago hotel and the fee simple interest in the land underlying the hotel for a purchase price of $514 million, including direct transaction costs.

This acquisition is the result of a 2017 transaction in which we granted the owner a one-time right to require us to purchase the leasehold interest in the land and the hotel for $300 million in cash (the “put option”), which we previously accounted for as a guarantee liability.

In January 2024, the owner exercised the put option, and at the same time the put transaction closed, we exercised our option to purchase the fee simple interest in the underlying land for an additional $200 million in cash.

We determined that the capitalizable value of the acquired assets was $214 million on the acquisition date.

We estimated the fair value of the hotel and land using a combination of two income approaches, which included Level 3 inputs such as forecasted future net cash flows, property resale value, and discount rates.

We recorded the acquired assets in the Property and equipment, net caption of our Balance Sheets and applied the remaining $300 million of the purchase price to the release of the guarantee liability.

| Outstanding at year-end 2023 | | | 3.1 | | | | | | $ | 144 | |

| Granted | | | 1.0 | | | | | | 222 | | |

| Distributed | | | (1.4) | | | | | | 133 | | |

| Decrease attributable to settlements with taxing authorities | | | (15) | | |

It is reasonably possible that within the next 12 months we will reach resolution of income tax examinations in one or more jurisdictions.

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

[added: Based upon this evaluation,] our [added: 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.

We made no changes in internal control over financial reporting during the [removed: 2024] [added: 2025] fourth quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

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

During the [removed: 2024] [added: 2025] fourth quarter, no director or Section 16 officer adopted or terminated any Rule 10b5-1 plans or non-Rule 10b5-1 trading arrangements.

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 [removed: 2025] [added: 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,” [removed: “Committees of the Board] [added: “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” [removed: and “Compensation Committee Interlocks and Insider Participation” sections] [added: section] of our Proxy Statement. | | |

This information is as of February 1, [removed: 2025,] [added: 2026,] except where indicated.

| Anthony G. (Tony) Capuano President and Chief Executive Officer | | | | | | [removed: 59] [added: 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. [removed: and] [added: &] Canada and [removed: the] Caribbean [removed: and] [added: &] 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 | | | | | | [removed: 60] [added: 61] | | | | | | Satya Anand [removed: was appointed] [added: has served as] President, Europe, Middle East & Africa (EMEA) [removed: in] [added: since] October 2020, and [added: 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 [removed: Marriott's] [added: 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 [removed: Executive Vice President and] Chief Human Resources Officer [added: and Executive Vice President, Global Operations Services] | | | | | | [removed: 49] [added: 50] | | | | | | Ty Breland was appointed Executive Vice President and Chief Human Resources Officer [removed: effective] [added: in] October [removed: 2021.] [added: 2021 and was additionally designated Executive Vice President of Global Operations Services in March 2025.] Prior to [removed: that appointment,] [added: 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. | | |

| William P. (Liam) Brown Group President, United States and Canada | | | | | | [removed: 64] [added: 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 [removed: also] [added: currently] serves [removed: on] [added: as Chair of] the [added: 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. [added: 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.] | | |

| Felitia O. Lee Controller and Chief Accounting Officer | | | | | | [removed: 63] [added: 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. | | |

| Yibing Mao President, Greater China | | | | | | [removed: 61] [added: 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. | | |

| Rajeev (Raj) Menon President, Asia Pacific excluding China | | | | | | [removed: 56] [added: 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 | | | | | | [removed: 64] [added: 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. [added: 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.] | | |

| Drew L. Pinto Executive Vice President and Chief Revenue & Technology Officer | | | | | | [removed: 53] [added: 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 | | | | | | [removed: 65] [added: 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 | | | | | | [removed: 53] [added: 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. [removed: She currently leads Marriott’s Women’s Associate Resource Group.] Ms. Roe [added: 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. | | |

| 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. | | |

| 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. | | |

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| Name and Title | | | | | | Age | | | | | | Business Experience | | |

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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 [removed: Company’s] [added: Company] and its consolidated subsidiaries.

| 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 [removed: 10-K](https://www.sec.gov/Archives/edgar/data/1048286/0000928385-99-000780.txt) [filed] [added: 10-K filed] March 16, [removed: 1999](https://www.sec.gov/Archives/edgar/data/1048286/0000928385-99-000780.txt) [(File] [added: 1999 (File] No. 001-13881).](https://www.sec.gov/Archives/edgar/data/1048286/0000928385-99-000780.txt) | | |

| 4.3 | | | | | | Description of Registrant’s Securities. | | | | | | [Exhibit No. 4.3 to our Form [removed: 10-K](https://www.sec.gov/Archives/edgar/data/1048286/000162828024004372/mar-2023q4xexx43.htm) [filed] [added: 10-K filed] February [removed: 1](https://www.sec.gov/Archives/edgar/data/1048286/000162828024004372/mar-2023q4xexx43.htm)[3](https://www.sec.gov/Archives/edgar/data/1048286/000162828024004372/mar-2023q4xexx43.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1048286/000162828024004372/mar-2023q4xexx43.htm)[4](https://www.sec.gov/Archives/edgar/data/1048286/000162828024004372/mar-2023q4xexx43.htm) [(File] [added: 13, 2024 (File] No. 001-13881).](https://www.sec.gov/Archives/edgar/data/1048286/000162828024004372/mar-2023q4xexx43.htm) | | |

| 10.1.1 | | | | | | U.S. [removed: $4,500,000] [added: $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](https://www.sec.gov/Archives/edgar/data/1048286/000119312522306017/d398413dex10.htm)[5](https://www.sec.gov/Archives/edgar/data/1048286/000119312522306017/d398413dex10.htm)[, 2022 (File No. 001-13881).](https://www.sec.gov/Archives/edgar/data/1048286/000119312522306017/d398413dex10.htm) | | |

| 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. | | | | | | [removed: [E](https://www.sec.gov/Archives/edgar/data/1048286/000162828024033679/mar-q22024xexx101.htm)[xhibit] [added: [Exhibit] No. 10.1 to our Form 10-Q [removed: filed](https://www.sec.gov/Archives/edgar/data/1048286/000162828024033679/mar-q22024xexx101.htm) [](https://www.sec.gov/Archives/edgar/data/1048286/000162828024033679/mar-q22024xexx101.htm)[July 31](https://www.sec.gov/Archives/edgar/data/1048286/000162828024033679/mar-q22024xexx101.htm)[,] [added: filed July 31,] 2024 (File No. 001-13881).](https://www.sec.gov/Archives/edgar/data/1048286/000162828024033679/mar-q22024xexx101.htm) | | |

| [removed: *10.6.1] [added: *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).](https://www.sec.gov/Archives/edgar/data/1048286/000162828023026380/mar-q22023xexx102.htm) | | |

| [removed: *10.6.2] [added: *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).](https://www.sec.gov/Archives/edgar/data/1048286/000162828023026380/mar-q22023xexx103.htm) | | |

| [removed: *10.7] [added: *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).](https://www.sec.gov/Archives/edgar/data/1048286/000162828023026380/mar-q22023xexx104.htm) | | |

| [removed: *10.8.1] [added: *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).](https://www.sec.gov/Archives/edgar/data/1048286/000119312514131393/d655548ddef14a.htm) | | |

| [removed: *10.8.2] [added: *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).](https://www.sec.gov/Archives/edgar/data/1048286/000144530514004562/mar-q32014xexx10.htm) | | |

| [removed: *10.8.3] [added: *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).](https://www.sec.gov/Archives/edgar/data/1048286/000162828018001756/mar-q42017xexx1082.htm) | | |

| [removed: *10.8.4] [added: *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).](https://www.sec.gov/Archives/edgar/data/1048286/000162828018001756/mar-q42017xexx1022.htm) | | |