MAR Filings — Marriott International Inc /md/ - FilingSpy
MAR
Marriott International Inc /md/
A global hotel franchisor and operator running thousands of properties under brands like JW Marriott, Ritz-Carlton, Sheraton, and Courtyard, spanning nearly every country. It traces back to 1927, when J. Willard Marriott and his wife Alice opened a nine-seat A&W root beer stand in Washington, D.C., which grew into the Hot Shoppes restaurant chain before the first Marriott hotel opened in 1957. Guests today earn and redeem points through the Marriott Bonvoy loyalty program.
Marriott issues $1.25B in senior notes across two series due 2029 and 2036
On August 11, 2026, Marriott entered into a Terms Agreement with underwriters led by J.P. Morgan Securities LLC to issue $250M of 4.875% Series NN Notes due 2029 and $1B of 5.650% Series YY Notes due 2036.
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The Notes were issued on August 13, 2026, with net proceeds of approximately $1.233 billion after underwriting discount and estimated expenses.
The new Series NN Notes are an additional issuance to the existing $500M 4.875% Series NN Notes due 2029 issued on February 22, 2024, forming a single series.
Interest on Series NN Notes is payable semi-annually on May 15 and November 15, starting November 15, 2026; Series YY Notes pay on March 15 and September 15, starting March 15, 2027.
Marriott intends to use net proceeds for general corporate purposes, including working capital, capital expenditures, acquisitions, stock repurchases, or debt repayment.
The Notes are redeemable at Marriott's option, in whole or in part, under terms in the applicable Form of Note.
8.01 Other Events · 9.01 Financial Statements and Exhibits
Marriott stockholders elect 12 directors and approve executive compensation at 2026 annual meeting
At the May 8, 2026 Annual Meeting, stockholders elected all 12 director nominees, with each receiving over 1.98 billion votes for and about 349 million broker non-votes.
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Stockholders ratified Ernst & Young LLP as independent auditor for fiscal 2026 (2,320,955,526 for, 70,972,898 against, 3,103,238 abstain).
The advisory 'say-on-pay' resolution on named executive officer compensation passed with 1,895,785,665 for, 143,344,423 against, 6,603,212 abstain, and 349,298,362 broker non-votes.
The meeting was held under Item 5.07, which requires disclosure of shareholder vote results.
The report was filed on May 13, 2026, with the meeting date of May 8, 2026.
5.07 Submission of Matters to a Vote of Security Holders
Marriott issues $1.45B in senior notes due 2033 and 2038 for general corporate purposes
On February 18, 2026, Marriott entered into a Terms Agreement with underwriters including Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Fifth Third Securities, Inc., and Goldman Sachs & Co. LLC.
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The offering consists of $600 million of 4.500% Series WW Notes due 2033 and $850 million of 5.100% Series XX Notes due 2038, issued on February 20, 2026.
Net proceeds are approximately $1.425 billion after underwriting discount and estimated expenses.
Proceeds will be used for general corporate purposes, which may include working capital, capital expenditures, acquisitions, stock repurchases, or repayment of debt.
Interest on both series is payable semi-annually on May 1 and November 1, commencing November 1, 2026; notes are redeemable at Marriott's option.
8.01 Other Events · 9.01 Financial Statements and Exhibits
Marriott reports Q4 2025 adjusted EPS of $2.58, full-year adjusted EPS of $10.02
Fourth quarter 2025 worldwide RevPAR increased 1.9%, with international markets up 6.1% and U.S. & Canada down 0.1%.
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Full year 2025 reported net income was $2,601 million, adjusted net income was $2,742 million, and adjusted EBITDA was $5,383 million.
Net rooms grew over 4.3% in 2025, with the development pipeline reaching a record ~4,100 properties and nearly 610,000 rooms.
The company returned over $4.0 billion to shareholders in 2025 through dividends and share repurchases.
For full year 2026, Marriott expects worldwide RevPAR growth of 1.5-2.5%, net rooms growth of 4.5-5%, adjusted EBITDA growth of 8-10%, and over $4.3 billion in capital returns.
2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits
Marriott announces leadership changes: Liam Brown and Brian King to retire; Satya Anand, Neal Jones, Federico Greppi appointed.
William P. Brown, Group President, U.S. and Canada, will step down from his role effective March 28, 2026, and retire from the company effective June 30, 2026.
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Brian King, President, Enterprise Transformation & CALA, will also step down at the end of March 2026 and retire at the end of June 2026.
Effective March 28, 2026, Satya Anand becomes Group President, U.S., Canada and CALA; Neal Jones becomes President, EMEA; Federico Greppi becomes President, CALA.
Anand, Jones, and Greppi will report to Anthony Capuano, President and CEO; Greppi will report to Anand.
Brown and King will remain with the company in advisory roles through June 2026 to ensure a smooth transition.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits