MAR: Other company developments

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