Marriott International, Inc. filed a Form 8-K on August 13, 2026, disclosing the issuance of two series of senior notes totaling $1.25 billion in aggregate principal amount, with the Terms Agreement entered into on August 11, 2026.

Key Highlights

  • Two-tranche offering: Marriott issued $250,000,000 of 4.875% Series NN Notes due May 15, 2029, and $1,000,000,000 of 5.650% Series YY Notes due September 15, 2036.
  • Net proceeds: Approximately $1.233 billion after deducting underwriting discount and estimated expenses, excluding accrued interest on the New Series NN Notes.
  • Settlement date: The Notes were issued on August 13, 2026, two days after the Terms Agreement was signed.
  • Series NN tap: The new $250 million Series NN Notes constitute an additional issuance forming a single series with the $500 million of 4.875% Series NN Notes originally issued on February 22, 2024.
  • Use of proceeds: The company disclosed it intends to use net proceeds for general corporate purposes, which may include working capital, capital expenditures, acquisitions, stock repurchases, or repayment of outstanding indebtedness.
  • Underwriters: J.P. Morgan Securities LLC, PNC Capital Markets LLC, Truist Securities, Inc., and U.S. Bancorp Investments, Inc. are named among the underwriters in the Terms Agreement.

Marriott Prices Dual-Tranche Note Offering Under Existing Shelf Registration

According to the filing, Marriott International, Inc. (NASDAQ:MAR) entered into a Terms Agreement on August 11, 2026, with several underwriters to issue two series of notes. The first tranche consists of $250,000,000 aggregate principal amount of 4.875% Series NN Notes due 2029, and the second tranche consists of $1,000,000,000 aggregate principal amount of 5.650% Series YY Notes due 2036. The company reported that the Notes were issued on August 13, 2026.

The filing notes that the new Series NN Notes represent a reopening of an existing series. Specifically, the new $250 million issuance forms a single series with the $500 million of 4.875% Series NN Notes that Marriott originally issued on February 22, 2024, under an Indenture Officers' Certificate dated that same day. The Series YY Notes represent a new series. Both series were issued under an indenture dated November 16, 1998, with The Bank of New York Mellon serving as successor trustee.

The company disclosed that interest on the Series NN Notes will be paid on May 15 and November 15 of each year, commencing November 15, 2026, while interest on the Series YY Notes will be paid on March 15 and September 15 of each year, commencing March 15, 2027. The offering was conducted under the company's Registration Statement on Form S-3 (Registration No. 333-277039), with a Prospectus dated February 13, 2024, and a Prospectus Supplement dated August 11, 2026, filed with the SEC. A legal opinion was provided by Gibson, Dunn & Crutcher LLP. The filing was signed by Felitia O. Lee, Controller and Chief Accounting Officer.

What Was Disclosed

Marriott International disclosed the pricing and issuance of $1.25 billion in senior notes across two series, reporting net proceeds of approximately $1.233 billion intended for general corporate purposes, with both series issued on August 13, 2026.