Current Report · Items 8.01, 9.01 · 8-K

MARRIOTT INTERNATIONAL INC /MD/

MARNASDAQEQUITYCurrent

Other Events

Filed Aug 13, 2026Accepted Aug 13, 2026, 4:39 PM EDTCIK 1048286Accession 0001193125-26-349395

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

MARNASDAQ · EQUITY · Current

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Disclosure sections

Items 8.01, 9.01

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Item 8.01Item 8.01 - Other Events

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.

Filed exhibits (3)

EX-4.1 (by filename) d162127dex41.htm

EX-4.1 3 d162127dex41.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. 4.875% …

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EX-4.2 (by filename) d162127dex42.htm

EX-4.2 4 d162127dex42.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. 5.650% …

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EX-4.3 (by filename) d162127dex43.htm

EX-4.3 5 d162127dex43.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 ”), THE SERIES NN NOTES (AS DEFINED BELOW) ARE HEREBY REOPENED AND MODIFIED AS FOLLOWS: A. The designations of the Securities shall be the “4.875% Series NN Notes due 2029” (the “Series NN Notes”) (CUSIP number 571903 BP7). The Series NN Notes issued hereunder shall constitute an additional issuance of, and form a single series with, the $500,000,000 aggregate principal amount of the 4.875% Series NN Notes due 2029 (the “initial Series NN Notes”) issued pursuant to the Officers’ Certificate, dated February 22, 2024, pursuant to Sections 102, 201, 301 and 303 of the Indenture (the “O…

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MARRIOTT INTERNATIONAL INC /MD/

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