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BCS

Current Report · Items 8.01, 9.01 · 8-K

MARRIOTT INTERNATIONAL INC /MD/

MARNASDAQEQUITYCurrent

Other Events

Item 8.01. Other Events. On February 18, 2026, Marriott International, Inc. (“we”) entered into a Terms Agreement with Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Fifth Third Securities, Inc., Goldman Sachs & Co.…

Filed Feb 20, 2026Accepted Feb 20, 2026, 4:10 PM ESTCIK 1048286Accession 0001193125-26-061350
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Company context

Marriott International, Inc. (Nasdaq: MAR) is based in Bethesda, Maryland, USA, and encompasses a portfolio of over 9,700 properties across more than 30 leading brands in 143 countries and territories, as of September 30, 2025. Marriott operates, franchises, and licenses hotel, residential, timeshare, and other lodging properties all around the world. The company offers Marriott Bonvoy®, its highly awarded travel platform. For more information, please visit http://www.marriott.com, and for the latest company news, visit http://www.marriottnewscenter.com. In addition, connect with us on Facebook and @MarriottIntl on X and Instagram.

Current securities

Recent company filings

  1. 4 filingSep 29, 2026
  2. 144 filingSep 25, 2026
  3. Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet ArrangementSep 24, 2026
  4. Other EventsAug 13, 2026
  5. 424B5 filingAug 12, 2026

Disclosure sections

Items 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events. On February 18, 2026, Marriott International, Inc. (“we”) entered into a Terms Agreement with Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Fifth Third Securities, Inc., Goldman Sachs & Co. LLC 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 $600,000,000 aggregate principal amount of our 4.500% Series WW Notes due 2033 (the “Series WW Notes”) and $850,000,000 aggregate principal amount of our 5.100% Series XX Notes due 2038 (the “Series XX Notes” and, together with the Series WW Notes, the “Notes”). We issued the Notes on February 20, 2026. Net proceeds of the offering are approximately $1.425 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 WW Notes on May 1 and November 1 of each year, commencing on November 1, 2026 and we will pay interest on the Series XX Notes on May 1 and November 1 of each year, commencing on November 1, 2026. The Series WW Notes will mature on May 1, 2033 and the Series XX Notes will mature on May 1, 2038. 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 February 18, 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, 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.
Filed exhibits (3)
EX-4.1 (by filename) d109911dex41.htm

EX-4.1 3 d109911dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. MARRIOTT INTERNATIONAL, INC. 4.500% …

Open exhibit ↗
EX-4.2 (by filename) d109911dex42.htm

EX-4.2 4 d109911dex42.htm EX-4.2 EX-4.2 Exhibit 4.2 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. MARRIOTT INTERNATIONAL, INC. 5.100% …

Open exhibit ↗
EX-4.3 (by filename) d109911dex43.htm

EX-4.3 5 d109911dex43.htm EX-4.3 EX-4.3 Exhibit 4.3 Execution Version INDENTURE OFFICERS’ CERTIFICATE OF MARRIOTT INTERNATIONAL, INC. THE UNDERSIGNED JENNIFER C. MASON AND STEPHANIE N. CARRICK OF MARRIOTT INTERNATIONAL, INC., A CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF DELAWARE (THE “ COMPANY ”), HEREBY CERTIFY PURSUANT TO SECTIONS 102, 201, 301 AND 303 OF THE INDENTURE (THE “ INDENTURE ”), DATED AS OF NOVEMBER 16, 1998, BETWEEN THE COMPANY AND THE BANK OF NEW YORK MELLON, SUCCESSOR TO JPMORGAN CHASE BANK, N.A. (FORMERLY KNOWN AS THE CHASE MANHATTAN BANK), AS TRUSTEE (THE “ TRUSTEE ”), THAT THERE IS HEREBY ESTABLISHED A SERIES OF SECURITIES (AS THAT TERM IS DEFINED IN THE INDENTURE), THE TERMS OF WHICH SHALL BE AS FOLLOWS: A. The designations of the Securities shall be the “4.500% Series WW Notes due 2033” (the “Series WW Notes”) (CUSIP number 571903 BY8). B. The aggregate principal amount of the Series WW Notes which may be authenticated and delivered under the Indenture (except for Series WW Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, or upon partial redemption of, other Series WW Notes pursuant to…

Open exhibit ↗

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