Marriott (NASDAQ: MAR) issues $1.425B in 2033 and 2038 senior notes
Rhea-AI Filing Summary
Marriott International, Inc. has issued new senior notes to raise long-term financing. The company sold $600 million of 4.500% Series WW Notes due May 1, 2033 and $850 million of 5.100% Series XX Notes due May 1, 2038, for net proceeds of approximately $1.425 billion after underwriting discounts and estimated expenses. Marriott plans to use the cash for general corporate purposes, which may include working capital, capital spending, acquisitions, stock repurchases, or paying down existing debt. Interest on both series will be paid semiannually on May 1 and November 1, beginning November 1, 2026, and the notes are redeemable at Marriott’s option under specified terms.
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Insights
Marriott adds $1.425B of fixed-rate debt, extending maturities into 2033 and 2038.
Marriott International has issued two tranches of senior notes: $600,000,000 at a 4.500% coupon due 2033 and $850,000,000 at 5.100% due 2038. Net proceeds total about $1.425 billion, strengthening the company’s liquidity with long-dated, fixed-rate funding.
The stated use of proceeds is broad “general corporate purposes,” including working capital, capital expenditures, acquisitions, stock repurchases, or debt repayment. This flexibility means the ultimate balance between leverage reduction and shareholder returns will depend on future management decisions, not specified here.
The notes were issued under an existing indenture dated November 16, 1998, suggesting standard terms rather than a bespoke or distressed structure. Key contractual features include optional redemption by Marriott and semiannual interest starting November 1, 2026, which define the cash outflow profile but not its strategic intent.
8-K Event Classification
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| 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.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed with this report:
| 1.1 | Terms Agreement, dated February 18, 2026, among Marriott International, Inc. and the Underwriters named therein. | |
| 4.1 | Form of Note for the 4.500% Series WW Notes due 2033. | |
| 4.2 | Form of Note for the 5.100% Series XX Notes due 2038. | |
| 4.3 | Indenture Officers’ Certificate (with respect to the 4.500% Series WW Notes due 2033 and the 5.100% Series XX Notes due 2038) pursuant to Section 301 of the Indenture, dated February 20, 2026. | |
| 5.1 | Opinion of Gibson, Dunn & Crutcher LLP, dated February 20, 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: February 20, 2026 | MARRIOTT INTERNATIONAL, INC. | |||||
| By: | /s/ Felitia O. Lee | |||||
| Felitia O. Lee | ||||||
| Controller and Chief Accounting Officer | ||||||