UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events.
On February 24, 2025, Marriott International, Inc. (“we”) entered into a Terms Agreement with BofA Securities, Inc., Fifth Third Securities, Inc., TD Securities (USA) LLC, 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 $500,000,000 aggregate principal amount of our 5.100% Series RR Notes due 2032 (the “Series RR Notes”) and $1,500,000,000 aggregate principal amount of our 5.500% Series SS Notes due 2037 (the “Series SS Notes” and, together with the Series RR Notes, the “Notes”). We issued the Notes on February 26, 2025. Net proceeds of the offering are approximately $1.960 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 RR Notes on April 15 and October 15 of each year, commencing on October 15, 2025, and we will pay interest on the Series SS Notes on April 15 and October 15 of each year, commencing on October 15, 2025. The Series RR Notes will mature on April 15, 2032, and the Series SS Notes will mature on April 15, 2037. 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 24, 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:
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 26, 2025 | MARRIOTT INTERNATIONAL, INC. | |||||
| By: | /s/ Felitia O. Lee | |||||
| Felitia O. Lee | ||||||
| Controller and Chief Accounting Officer | ||||||