Business Context and Reporting Period
Company: Marriott International, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 18, 2026
Event Date: February 18, 2026 (Terms Agreement); February 20, 2026 (Issuance of Notes)
Marriott International, Inc. entered into a Terms Agreement to issue two new series of senior notes. The notes were officially issued on February 20, 2026.
Key Financial Metrics
| Security | Principal Amount | Coupon Rate | Maturity Date |
|---|---|---|---|
| Series WW Notes | $600,000,000 | 4.500% | May 1, 2033 |
| Series XX Notes | $850,000,000 | 5.100% | May 1, 2038 |
| Total Principal | $1,450,000,000 | - | - |
Net Proceeds: Approximately $1.425 billion (after underwriting discounts and estimated expenses).
Interest Payment Dates: May 1 and November 1 annually, commencing November 1, 2026.
Use of Proceeds: General corporate purposes, including working capital, capital expenditures, acquisitions, stock repurchases, or repayment of outstanding indebtedness.
Material Changes
This filing represents a material increase in the company's long-term debt obligations. The company has added $1.45 billion in aggregate principal amount of indebtedness to its balance sheet. The filing does not provide comparative financial metrics (revenue, profit, cash flow) for the current period versus prior periods as this is a transactional report rather than a periodic financial statement.
Outlook, Risks, and Contingencies
- Redemption Rights: Marriott may redeem the Notes, in whole or in part, at its option under the terms provided in the applicable Form of Note.
- Underwriters: The offering was managed by Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Fifth Third Securities, Inc., Goldman Sachs & Co. LLC, and others.
- Legal Framework: Notes were issued under an indenture dated November 16, 1998, with The Bank of New York Mellon as trustee.
Investor Verification Checklist
- Verify the final closing date and actual net proceeds received (filing states issuance on Feb 20, 2026).
- Review the specific redemption terms and call schedules in the Forms of Notes (Exhibits 4.1 and 4.2).
- Confirm the allocation of proceeds between debt repayment and other corporate uses in subsequent filings.
- Check for any changes in credit ratings following this increase in leverage.