Marriott International (MAR) prices $1.233B in 2029 and 2036 senior notes

Rhea-AI Filing Summary

Marriott International, Inc. entered into a Terms Agreement with a syndicate of underwriters to issue $250,000,000 aggregate principal amount of 4.875% Series NN Notes due 2029 and $1,000,000,000 aggregate principal amount of 5.650% Series YY Notes due 2036. The notes were issued on August 13, 2026 under an existing Indenture with The Bank of New York Mellon as trustee. The newly issued Series NN Notes form a single series with an existing $500 million Series NN tranche issued in February 2024.

Marriott reports net proceeds of approximately $1.233 billion, after underwriting discounts and estimated expenses and excluding accrued interest paid by purchasers on the new Series NN Notes. The company intends to use the net proceeds for general corporate purposes, which may include working capital, capital expenditures, acquisitions, stock repurchases, or repayment of outstanding debt. Interest on the Series NN Notes is payable each May 15 and November 15, beginning November 15, 2026, and the notes mature May 15, 2029. Interest on the Series YY Notes is payable each March 15 and September 15, beginning March 15, 2027, with maturity on September 15, 2036. Marriott may redeem the notes, in whole or in part, at its option under the terms of the forms of notes.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Series NN Notes principal: $250,000,000 Series YY Notes principal: $1,000,000,000 Series NN coupon rate: 4.875% +5 more

8 metrics

Series NN Notes principal $250,000,000 Aggregate principal amount of 4.875% Series NN Notes due 2029 issued August 13, 2026

Series YY Notes principal $1,000,000,000 Aggregate principal amount of 5.650% Series YY Notes due 2036 issued August 13, 2026

Series NN coupon rate 4.875% Interest rate on Series NN Notes due 2029

Series YY coupon rate 5.650% Interest rate on Series YY Notes due 2036

Net proceeds $1.233 billion Net proceeds from the offering after underwriting discount and estimated expenses

Existing Series NN issuance $500 million Prior 4.875% Series NN Notes due 2029 issued on February 22, 2024

Series NN maturity May 15, 2029 Maturity date of 4.875% Series NN Notes

Series YY maturity September 15, 2036 Maturity date of 5.650% Series YY Notes

Key Terms

Terms Agreement, Indenture, Prospectus Supplement, Registration Statement on Form S-3, +1 more

5 terms

Terms Agreement financial

"entered into a Terms Agreement with J.P. Morgan Securities LLC, PNC Capital Markets"

Indenture financial

"We issued the Notes under an indenture dated as of November 16, 1998"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

Prospectus Supplement financial

"filed a Prospectus dated February 13, 2024 and a Prospectus Supplement dated"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Registration Statement on Form S-3 regulatory

"forms a part of our Registration Statement on Form S-3 (Registration No. 333-277039)"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

Indenture Officers’ Certificate financial

"Indenture Officers’ Certificate pursuant to Section 301 of the Indenture establishing"

Offering Details

debt offering

Offering

Offering Type debt offering

Use of Proceeds General corporate purposes, which may include working capital, capital expenditures, acquisitions, stock repurchases or repayment of outstanding indebtedness.

FAQ

What debt securities did Marriott International (MAR) issue on August 11, 2026?

Marriott issued $250,000,000 of 4.875% Series NN Notes due 2029 and $1,000,000,000 of 5.650% Series YY Notes due 2036 under a Terms Agreement with a group of underwriters.

How much in net proceeds did Marriott (MAR) receive from the new notes offering?

Marriott received approximately $1.233 billion in net proceeds, after underwriting discounts and estimated expenses and excluding accrued interest paid by purchasers on the new Series NN Notes at closing.

What are the interest payment dates for Marriott’s (MAR) new Series NN and Series YY Notes?

Interest on the Series NN Notes is paid May 15 and November 15 each year, starting November 15, 2026. Interest on the Series YY Notes is paid March 15 and September 15 each year, starting March 15, 2027.

When do Marriott International’s (MAR) new Series NN and Series YY Notes mature?

The 4.875% Series NN Notes mature on May 15, 2029. The 5.650% Series YY Notes mature on September 15, 2036, providing two distinct debt maturities for Marriott’s capital structure.

How does the new Series NN issuance relate to Marriott’s (MAR) existing Series NN Notes?

The new $250,000,000 Series NN Notes form an additional issuance in a single series with an existing $500 million 4.875% Series NN Notes tranche that Marriott originally issued on February 22, 2024.

What does Marriott International (MAR) plan to do with the proceeds from the notes?

Marriott intends to use the $1.233 billion in net proceeds for general corporate purposes, which may include working capital, capital expenditures, acquisitions, stock repurchases, or repayment of outstanding indebtedness.

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Understanding 8-K Material Events →

Available on EDGAR 08/13/2026 - 04:40 PM Accepted by SEC EDGAR 08/13/2026 - 04:39 PM Learn about SEC filing dates

MARRIOTT INTERNATIONAL INC /MD/ false 0001048286 0001048286 2026-08-11 2026-08-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2026

MARRIOTT INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		1-13881		52-2055918
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7750 Wisconsin Avenue, Bethesda, Maryland		20814
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (301) 380-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Class A Common Stock, $0.01 par value		MAR		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On August 11, 2026, Marriott International, Inc. (“we”) entered into a Terms Agreement with J.P. Morgan Securities LLC, PNC Capital Markets LLC, Truist Securities, Inc., U.S. Bancorp Investments, Inc. and the other Underwriters listed on Schedule I thereto (the “Terms Agreement,” which incorporates by reference the Underwriting Agreement General Terms and Provisions, dated March 3, 2021 (which we previously filed on March 5, 2021 as Exhibit 1.1 to our Current Report on Form 8-K)) to issue $250,000,000 aggregate principal amount of our 4.875% Series NN Notes due 2029 (the “Series NN Notes”) and $1,000,000,000 aggregate principal amount of our 5.650% Series YY Notes due 2036 (the “Series YY Notes” and, together with the Series NN Notes, the “Notes”). We issued the Notes on August 13, 2026. The Series NN Notes issued pursuant to the Terms Agreement (the “New Series NN Notes”) constitute an additional issuance of, and a single series (the “Series NN”) with, the $500 million aggregate principal amount of 4.875% Series NN Notes due 2029 which we issued on February 22, 2024.

Net proceeds of the offering are approximately $1.233 billion, after deducting the underwriting discount and estimated expenses of the offering and excluding accrued interest on the New Series NN Notes from May 15, 2026 through the day before the settlement date, which the purchasers of the New Series NN Notes paid to us at closing. We intend to use the net proceeds from the offering of the Notes for general corporate purposes, which may include working capital, capital expenditures, acquisitions, stock repurchases or repayment of outstanding indebtedness.

We will pay interest on the Series NN Notes on May 15 and November 15 of each year, commencing on November 15, 2026 and we will pay interest on the Series YY Notes on March 15 and September 15 of each year, commencing on March 15, 2027. The Series NN Notes will mature on May 15, 2029 and the Series YY Notes will mature on September 15, 2036. We may redeem the Notes, in whole or in part, at our option, under the terms provided in the applicable Form of Note.

We issued the Notes under an indenture dated as of November 16, 1998 with The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank, as trustee (the “Indenture”) (which we previously filed as Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended January 1, 1999). The Series NN was established by the Indenture Officers’ Certificate, dated February 22, 2024, pursuant to Section 301 of the Indenture (which we previously filed on February 22, 2024 as Exhibit 4.3 to our Current Report on Form 8-K).

In connection with the public offering of the Notes, we filed a Prospectus dated February 13, 2024 and a Prospectus Supplement dated August 11, 2026 with the Securities and Exchange Commission, each of which forms a part of our Registration Statement on Form S-3 (Registration No. 333-277039) (the “Registration Statement”). We are filing the Terms Agreement, the Indenture Officers’ Certificate pursuant to Section 301 of the Indenture establishing the terms of the New Series NN Notes and the Series YY Notes, the Forms of Notes, and a legal opinion of our counsel, Gibson, Dunn & Crutcher LLP, on the Notes as exhibits to this report for the purpose of incorporating them as exhibits to the Registration Statement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed with this report:

1.1		Terms Agreement, dated August 11, 2026, among Marriott International, Inc. and the Underwriters named therein.
4.1		Form of Note for the 4.875% Series NN Notes due 2029.
4.2		Form of Note for the 5.650% Series YY Notes due 2036.
4.3		Indenture Officers’ Certificate (with respect to the 4.875% Series NN Notes due 2029 and the 5.650% Series YY Notes due 2036) pursuant to Section 301 of the Indenture, dated August 13, 2026.
5.1		Opinion of Gibson, Dunn & Crutcher LLP, dated August 13, 2026.
23.1		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1 hereto).
104		The cover page to this Current Report on Form 8-K, formatted in inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 13, 2026				MARRIOTT INTERNATIONAL, INC.
				By:		/s/ Felitia O. Lee
						Felitia O. Lee
						Controller and Chief Accounting Officer

Filing Exhibits & Attachments

8 documents

Other Documents

• EX-1.1 EX-1.1 100.4 KB
• EX-4.1 EX-4.1 45.0 KB
• EX-4.2 EX-4.2 45.3 KB
• EX-4.3 EX-4.3 24.3 KB
• EX-5.1 EX-5.1 11.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB