[8-K] Marriott International Reports Material Event
Rhea-AI Filing Summary
Marriott International reported filing exhibits to a Registration Statement on Form S-3. The company attached a Terms Agreement dated August 18, 2025, forms of three note series and related Indenture Officers' Certificate dated August 20, 2025. The disclosed note forms specify a 4.200% Series TT due 2027, a 4.500% Series UU due 2031 and a 5.250% Series VV due 2035. Marriott also filed a legal opinion and consent from Gibson, Dunn & Crutcher LLP and submitted the cover page to this Current Report in inline XBRL. The report is signed by Marriott's Controller and Chief Accounting Officer.
Positive
- Forms of three note series (4.200% due 2027; 4.500% due 2031; 5.250% due 2035) were filed for incorporation into the S-3 Registration Statement
- Terms Agreement dated August 18, 2025 and an Indenture Officers' Certificate dated August 20, 2025 were provided, supporting legal completeness
- Legal opinion and consent from Gibson, Dunn & Crutcher LLP were included as exhibits
- Cover page submitted in inline XBRL, enhancing machine-readable disclosure
Negative
- None.
Insights
TL;DR: Routine exhibits filed to support a note registration, specifying three note series with fixed coupon rates and maturities.
The filing attaches standard offering documents intended to be incorporated into an S-3 Registration Statement: a Terms Agreement, forms of notes for three fixed-rate series (4.200% due 2027, 4.500% due 2031, 5.250% due 2035), an Indenture Officers' Certificate and counsel opinion/consent. This is a procedural disclosure that enables potential debt issuance under the Registration Statement; the filing itself does not confirm pricing, final issuance sizes or that the notes have been sold.
TL;DR: Proper documentary and legal steps were taken—opinion and officers' certificate are included.
The inclusion of an Indenture Officers' Certificate and counsel opinion/consent reflects completion of customary internal and legal confirmations for note issuance documentation. Filing the cover page in inline XBRL improves transparency and regulatory compliance. There are no disclosures here about governance changes or material adverse events.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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| Item 8.01. | Other Events. |
On August 18, 2025, Marriott International, Inc. (“we”) entered into a Terms Agreement with Wells Fargo Securities, LLC, PNC Capital Markets LLC, Scotia Capital (USA) Inc., Truist Securities, 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 $400,000,000 aggregate principal amount of our 4.200% Series TT Notes due 2027 (the “Series TT Notes”), $500,000,000 aggregate principal amount of our 4.500% Series UU Notes due 2031 (the “Series UU Notes”) and $600,000,000 aggregate principal amount of our 5.250% Series VV Notes due 2035 (the “Series VV Notes” and, together with the Series TT Notes and the Series UU Notes, the “Notes”). We issued the Notes on August 20, 2025. Net proceeds of the offering are approximately $1.477 billion, after deducting the underwriting discount and estimated expenses of the offering. 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 TT Notes on January 15 and July 15 of each year, commencing on January 15, 2026, we will pay interest on the Series UU Notes on April 15 and October 15 of each year, commencing on April 15, 2026 and we will pay interest on the Series VV Notes on April 15 and October 15 of each year, commencing on April 15, 2026. The Series TT Notes will mature on July 15, 2027, the Series UU Notes will mature on October 15, 2031, and the Series VV Notes will mature on October 15, 2035. 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).
In connection with the public offering of the Notes, we filed a Prospectus dated February 13, 2024 and a Prospectus Supplement dated August 18, 2025 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, 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 18, 2025, among Marriott International, Inc. and the Underwriters named therein. | |
| 4.1 | Form of Note for the 4.200% Series TT Notes due 2027. | |
| 4.2 | Form of Note for the 4.500% Series UU Notes due 2031. | |
| 4.3 | Form of Note for the 5.250% Series VV Notes due 2035. | |
| 4.4 | Indenture Officers’ Certificate (with respect to the 4.200% Series TT Notes due 2027, the 4.500% Series UU Notes due 2031 and the 5.250% Series VV Notes due 2035) pursuant to Section 301 of the Indenture, dated August 20, 2025. | |
| 5.1 | Opinion of Gibson, Dunn & Crutcher LLP, dated August 20, 2025. | |
| 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 20, 2025 | MARRIOTT INTERNATIONAL, INC. | |||||
| By: | /s/ Felitia O. Lee | |||||
| Felitia O. Lee | ||||||
| Controller and Chief Accounting Officer | ||||||
FAQ
What note series did Marriott (MAR) file forms for in this 8-K?
Does the 8-K confirm that Marriott sold the notes?
What legal documents accompanied the note forms in the filing?
Who signed the Current Report on behalf of Marriott?
Was the 8-K cover page filed in inline XBRL?
