Form 8-K

8-K — MARRIOTT INTERNATIONAL INC /MD/

Accession: 0001193125-26-349395

Filed: 2026-08-13

Period: 2026-08-11

CIK: 0001048286

SIC: 7011 (HOTELS & MOTELS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d162127d8k.htm (Primary)

EX-1.1 (d162127dex11.htm)

EX-4.1 (d162127dex41.htm)

EX-4.2 (d162127dex42.htm)

EX-4.3 (d162127dex43.htm)

EX-5.1 (d162127dex51.htm)

GRAPHIC (g162127g0813103013193.jpg)

GRAPHIC (g162127g0813112237116.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d162127d8k.htm · Sequence: 1

8-K

MARRIOTT INTERNATIONAL INC /MD/ false 0001048286 0001048286 2026-08-11 2026-08-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2026

MARRIOTT INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-13881

52-2055918

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

7750 Wisconsin Avenue, Bethesda, Maryland

20814

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (301) 380-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading

Symbol(s)

Name of Each Exchange

on Which Registered

Class A Common Stock, $0.01 par value

MAR

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 pay interest on the Series YY Notes on March 15 and September 15 of each year, commencing on March 15, 2027. The Series NN Notes will mature on May 15, 2029 and the Series YY Notes will mature on September 15, 2036. 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). The Series NN was established by the Indenture Officers’ Certificate, dated February 22, 2024, pursuant to Section 301 of the Indenture (which we previously filed on February 22, 2024 as Exhibit 4.3 to our Current Report on Form 8-K).

In connection with the public offering of the Notes, we filed a Prospectus dated February 13, 2024 and a Prospectus Supplement dated August 11, 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 establishing the terms of the New Series NN Notes and the Series YY Notes, 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 August 11, 2026, among Marriott International, Inc. and the Underwriters named therein.

4.1

Form of Note for the 4.875% Series NN Notes due 2029.

4.2

Form of Note for the 5.650% Series YY Notes due 2036.

4.3

Indenture Officers’ Certificate (with respect to the 4.875% Series NN Notes due 2029 and the 5.650% Series YY Notes due 2036) pursuant to Section 301 of the Indenture, dated August 13, 2026.

5.1

Opinion of Gibson, Dunn & Crutcher LLP, dated August 13, 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: August 13, 2026

MARRIOTT INTERNATIONAL, INC.

By:

/s/ Felitia O. Lee

Felitia O. Lee

Controller and Chief Accounting Officer

EX-1.1

Filename: d162127dex11.htm · Sequence: 2

EX-1.1

Exhibit 1.1

Terms Agreement

J.P. Morgan

Securities LLC

PNC Capital Markets LLC

Truist Securities,

Inc.

U.S. Bancorp Investments, Inc.

Representatives of

the several

Underwriters listed in

Schedule

I hereto

c/o J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

c/o PNC Capital Markets LLC

300 Fifth Avenue, 10th Floor

Pittsburgh, Pennsylvania 15222

c/o Truist Securities, Inc.

50 Hudson Yards, 70th Floor

New York, New York 10001

c/o U.S. Bancorp Investments, Inc.

214 N. Tryon Street, 26th Floor

Charlotte, North Carolina

28202

August 11, 2026

Dear Ladies and

Gentlemen:

Marriott International, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions

stated herein and in the Underwriting Agreement General Terms and Provisions (the “Terms and Provisions”) attached hereto, to issue and sell to each of the Underwriters named in Schedule I hereto (the “Underwriters”),

and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Securities set forth

opposite the name of such Underwriter in Schedule I hereto. Each of the provisions of the Terms and Provisions is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if

such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement. Each reference to the Representatives herein and in

the provisions of the Terms and Provisions so incorporated by reference shall be deemed to refer to you. Certain terms defined in the Terms and Provisions and the addresses of the Representatives referred to in Section 11 of the Terms and

Provisions are set forth in Schedule II hereto. For the avoidance of doubt, the Company and the Underwriters acknowledge and agree that the phrase “since the date of this Agreement” in Section 6(j) of the Terms and Provisions

shall refer to the date of this Terms Agreement.

The Representatives hereby confirm and the Company acknowledges that the list of the

Underwriters and their respective participation in the sale of the Securities and the statements with respect to the public offering of the Securities by the Underwriters set forth (i) in the last paragraph of the cover page regarding delivery

of the Securities and (ii) in the fifth paragraph, the first sentence of the eighth paragraph, and each paragraph under the sub-heading “Other Relationships” under the heading

“Underwriting” in the Company’s Prospectus Supplement dated August 11, 2026, to the Company’s Prospectus dated February 13, 2024, relating to the Securities (the “Prospectus Supplement”) constitute the

only information concerning such Underwriters furnished in writing to the Company by or on behalf of the Underwriters specifically for inclusion in the Prospectus Supplement.

All the provisions contained in the Terms and Provisions, a copy of which you have previously received, are herein incorporated by reference

in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if the Terms and Provisions had been set forth in full herein, except for:

•

Section 1(a), which is hereby deleted in its entirety and replaced with the following: “(a) A

registration statement on Form S-3 (File No. 333-277039), including a Basic Prospectus (as defined herein), with respect to the Securities has (i) been

prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange

Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act, and (iii) become effective under the Securities Act. The Indenture pursuant to which the Securities will be issued (the

“Indenture”) has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Copies of such registration statement and any amendments thereto have been delivered by the Company to the

Representatives. As used in this Agreement, “Registration Statement” means such registration statement when it became effective under the Securities Act, and as from time to time amended or supplemented thereafter at the time of

effectiveness of such amendment or filing of such supplement with the Commission (including all documents incorporated therein by reference); “Basic Prospectus” means the basic prospectus (including all documents incorporated therein by

reference) included in the Registration Statement referred to above in the form in which it most recently has been filed with the Commission on or before the date of this Agreement; “Preliminary Prospectus” means each preliminary

prospectus supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities used prior to the filing of the Prospectus; and “Prospectus” means the prospectus

supplement (including all documents incorporated therein by reference) to the Basic Prospectus and specifically relating to the Securities, together with any amendments or supplements thereto, first filed with the Commission after the execution and

delivery of this Agreement pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. The Commission has not issued any order suspending the effectiveness of the Registration

Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus. The Registration Statement and the Prospectus, as of the date when they became or become effective

under the Securities Act or were or are filed with the Commission, as the case may be, complied or will comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the applicable rules and

regulations of the Commission thereunder. The initial Effective Date of the Registration Statement was not earlier than three years before the Applicable Time (as that term is defined in the Terms Agreement).”

•

Section 1(y), which is hereby deleted in its entirety and replaced with the following: “(y) Neither

the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any agent associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any

sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without

limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, HM Treasury or other relevant sanctions authority (collectively,

“Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the

so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of

the Kherson and Zaporizhzhia Regions and Crimea Region of Ukraine, Cuba, Iran and North Korea (each, a “Sanctioned Country”); and the Company will not use the proceeds of the offering of the Securities hereunder, or lend, contribute or

otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject

or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the

transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions, in all cases unless otherwise authorized under a license issued by OFAC. Since April 24, 2019, the Company and its subsidiaries have not knowingly engaged in and

are not now knowingly engaged in any material dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.”

For the purposes of the Terms and Provisions, the “Applicable Time” shall be 3:00 p.m. (Eastern Time) on the date hereof.

If the foregoing is in accordance with your understanding, please sign and return to us two

counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Terms and Provisions incorporated herein by reference, shall constitute a binding

agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the

form of which shall be submitted to the Company for examination, upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.

Very truly yours,

MARRIOTT INTERNATIONAL, INC.

By:

/s/ Jennifer C. Mason

Name:

Jennifer C. Mason

Title:

Executive Vice President and Chief Financial Officer

[Signature Page

– Terms Agreement]

The foregoing Agreement is hereby confirmed and accepted as of the date hereof.

J.P. MORGAN SECURITIES LLC

By:

/s/ Stephen L. Sheiner

Name:

Stephen L. Sheiner

Title:

Executive Director

PNC CAPITAL MARKETS LLC

By:

/s/ Colton Currey

Name:

Colton Currey

Title:

Vice President

TRUIST SECURITIES, INC.

By:

/s/ Rob Nordlinger

Name:

Rob Nordlinger

Title:

Managing Director

U.S. BANCORP INVESTMENTS, INC.

By:

/s/ Charles P. Carpenter

Name:

Charles P. Carpenter

Title:

Senior Vice President

For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement.

[Signature Page

– Terms Agreement]

Schedule I

Principal Amount of Securities to be

Purchased

Underwriter

Series NN Notes

Series YY Notes

J.P. Morgan Securities LLC

20,750,000

83,000,000

PNC Capital Markets LLC

19,250,000

77,000,000

Truist Securities, Inc.

19,250,000

77,000,000

U.S. Bancorp Investments, Inc.

19,250,000

77,000,000

BofA Securities, Inc.

14,750,000

59,000,000

Deutsche Bank Securities Inc.

14,750,000

59,000,000

Wells Fargo Securities, LLC

14,750,000

59,000,000

Citigroup Global Markets Inc.

13,750,000

55,000,000

Fifth Third Securities, Inc.

13,750,000

55,000,000

Scotia Capital (USA) Inc.

13,750,000

55,000,000

Goldman Sachs & Co. LLC

10,250,000

41,000,000

HSBC Securities (USA) Inc.

10,250,000

41,000,000

ICBC Standard Bank Plc

10,250,000

41,000,000

TD Securities (USA) LLC

10,250,000

41,000,000

BNY Mellon Capital Markets, LLC

7,500,000

30,000,000

Capital One Securities, Inc.

7,500,000

30,000,000

Loop Capital Markets LLC

7,500,000

30,000,000

UniCredit Capital Markets LLC

7,500,000

30,000,000

NatWest Markets Securities Inc.

5,000,000

20,000,000

Siebert Williams Shank & Co., LLC

5,000,000

20,000,000

Standard Chartered Bank

5,000,000

20,000,000

Total

250,000,000

1,000,000,000

Schedule II-A

Representatives:

J.P. Morgan Securities LLC

PNC Capital Markets

LLC

Truist Securities, Inc.

U.S. Bancorp Investments,

Inc.

Underwriting Agreement:

March 3, 2021

Registration Statement No.:

333-277039

Title of Securities:

4.875% Series NN Notes due 2029 (the “Series NN Notes”)

Aggregate Principal Reopening Amount:

$250,000,000

Aggregate Principal Amount:

$750,000,000

Price to Public:

100.205% of the principal reopening amount of the Series NN Notes, plus accrued interest from May 15, 2026

Underwriting Discount:

0.400%

Indenture:

Indenture dated as of November 16, 1998 between Marriott International, Inc. and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank, as trustee

Date of Maturity:

May 15, 2029

Interest Rate:

4.875% per annum, payable semiannually

Interest Payment Dates:

May 15 and November 15, commencing on November 15, 2026

CUSIP / ISIN:

571903 BP7 / US571903BP73

Optional Redemption Provisions:

Prior to April 15, 2029 (one month prior to the maturity date of the Series NN Notes) (the “Series NN Par Call Date”), the

Company may redeem the Series NN Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a)

the sum of the present values of the remaining scheduled payments of principal and interest on the Series NN Notes discounted to the redemption date (assuming the Series NN Notes matured on the Series NN Par Call Date) on a semi-annual basis

(assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption, and (2)

100% of the principal amount of the Series NN Notes to be redeemed, plus, in either case, accrued and unpaid interest on the Series NN Notes to the redemption date.

On or after the Series NN Par Call Date, the Company may redeem the Series NN Notes, in whole or in part, at any time and from time to time, at its option, at

a redemption price equal to 100% of the principal amount of the Series NN Notes being redeemed plus accrued and unpaid interest on the Series NN Notes to the redemption date.

Purchase of Securities Upon a Change in Control Repurchase Event:

If a change of control repurchase event occurs, the issuer will be required, subject to certain conditions, to make an offer to repurchase the Series NN Notes at a price equal to 101% of the principal amount of the Series NN Notes,

plus accrued and unpaid interest to the date of repurchase. “Change of control repurchase event” means the occurrence of both a change of control and a below investment grade rating event.

“Change of control” means the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in

Section 13(d)(3) of the Exchange Act) becomes the beneficial owner, directly or indirectly, of more than 50% of our voting stock, measured by voting power rather than number of shares. Notwithstanding the foregoing, a transaction effected to

create a holding company for us will not be deemed to involve a change of control if: (1) pursuant to such transaction we become a direct or indirect wholly owned subsidiary of such holding company and (2)(A) the direct or indirect holders of

the voting stock of such holding company immediately following that transaction are substantially the same as the holders of our voting stock immediately prior to that transaction or (B) immediately following that transaction no person (other

than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the voting stock of such holding company, measured by voting power rather than number of shares.

“Below investment grade rating event” is defined in the Preliminary Prospectus Supplement dated August 11, 2026 relating to the Series NN Notes.

Sinking Fund Provisions:

None

Other Provisions:

As specified in the Preliminary Prospectus Supplement dated August 11, 2026 relating to the Series NN Notes.

Securities Exchange:

The Series NN Notes are not listed on any exchange.

Ratings:

Baa2 by Moody’s Investors Service, Inc.

BBB by S&P Global Ratings

Closing Date and Delivery Date:

August 13, 2026

Closing Location:

Simpson Thacher & Bartlett LLP

425

Lexington Avenue

New York, New York 10017

Address for Notices to Underwriters:

J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

Attention: Investment Grade Syndicate

Desk

Facsimile: (212) 834-6081

PNC Capital Markets LLC

300 Fifth Avenue, 10th Floor

Pittsburgh, Pennsylvania 15222

Attention: Debt Capital Markets,

Fixed Income Transaction Execution

E-Mail: capitalmarketsnotices@pnc.com

Truist Securities, Inc.

50 Hudson Yards, 70th Floor

New York, New York 10001

Attention: Investment Grade Capital Markets

Facsimile: (404) 926-5027

U.S. Bancorp Investments, Inc.

214 N. Tryon Street, 26th Floor

Charlotte, North Carolina 28202

Attention: Debt Capital Markets

Facsimile: (877) 774-3462

Schedule II-B

Representatives:

J.P. Morgan Securities LLC

PNC Capital Markets

LLC

Truist Securities, Inc.

U.S. Bancorp Investments,

Inc.

Underwriting Agreement:

March 3, 2021

Registration Statement No.:

333-277039

Title of Securities:

5.650% Series YY Notes due 2036 (the “Series YY Notes”)

Aggregate Principal Amount:

$1,000,000,000

Price to Public:

99.325% of the principal amount of the Series YY Notes, plus accrued interest, if any, from August 13, 2026

Underwriting Discount:

0.650%

Indenture:

Date of Maturity:

September 15, 2036

Interest Rate:

5.650% per annum, payable semiannually

Interest Payment Dates:

March 15 and September 15, commencing on March 15, 2027

CUSIP / ISIN:

571903 CA9 / US571903CA95

Optional Redemption Provisions:

Prior to June 15, 2036 (three months prior to the maturity date of the Series YY Notes) (the “Series YY Par Call Date”), the Company may redeem the Series YY Notes at its option, in whole or in part, at any time and

from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest

on the Series YY Notes discounted to the redemption date (assuming the Series YY Notes

matured on the Series YY Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20

basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Series YY Notes to be redeemed, plus, in either case, accrued and unpaid interest on the Series YY Notes to the redemption

date.

On or after the Series YY Par Call Date, the Company may redeem the Series YY Notes, in whole or in part, at any time and from time to time, at its option, at a redemption price equal to 100% of the principal amount of the Series YY

Notes being redeemed plus accrued and unpaid interest on the Series YY Notes to the redemption date.

Purchase of Securities Upon a Change in Control Repurchase Event:

If a change of control repurchase event occurs, the issuer will be required, subject to certain conditions, to make an offer to repurchase the Series YY Notes at a price equal to 101% of the principal amount of the Series YY Notes,

plus accrued and unpaid interest to the date of repurchase. “Change of control repurchase event” means the occurrence of both a change of control and a below investment grade rating event.

“Change of control” means the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in

shares.

“Below investment grade rating event” is defined in the Preliminary Prospectus Supplement dated August 11, 2026 relating to the Series YY Notes.

Sinking Fund Provisions:

None

Other Provisions:

As specified in the Preliminary Prospectus Supplement dated August 11, 2026 relating to the Series YY Notes.

Securities Exchange:

The Series YY Notes will not be listed on any exchange.

Ratings:

Baa2 by Moody’s Investors Service, Inc.

BBB by S&P Global Ratings

Closing Date and Delivery Date:

August 13, 2026

Closing Location:

Simpson Thacher & Bartlett LLP

425

Lexington Avenue

New York, New York 10017

Address for Notices to Underwriters:

J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

Attention: Investment Grade Syndicate

Desk

Facsimile: (212) 834-6081

PNC Capital Markets LLC

300 Fifth Avenue, 10th Floor

Pittsburgh, Pennsylvania 15222

Attention: Debt Capital Markets,

Fixed Income Transaction Execution

E-Mail: capitalmarketsnotices@pnc.com

Truist Securities, Inc.

50 Hudson Yards, 70th Floor

New York, New York 10001

Attention: Investment Grade Capital Markets

Facsimile: (404) 926-5027

U.S. Bancorp Investments, Inc.

214 N. Tryon Street, 26th Floor

Charlotte, North Carolina

28202

Attention: Debt Capital Markets

Facsimile: (877) 774-3462

ANNEX A

Permitted Free Writing Prospectus

Final

Term Sheet dated August 11, 2026

ANNEX B

Issuer Free Writing Prospectus Filed Pursuant to Rule 433

supplementing the

Preliminary Prospectus Supplement dated August 11, 2026

Registration No. 333-277039

MARRIOTT INTERNATIONAL, INC.

$250,000,000 4.875% Series NN Notes due 2029

$1,000,000,000 5.650% Series YY Notes due 2036

PRICING TERM SHEET

Dated: August 11, 2026

This free

writing prospectus relates only to the Securities described below and should be read together with Marriott International, Inc.’s preliminary prospectus supplement dated August 11, 2026 (the “Preliminary Prospectus Supplement”),

the accompanying prospectus dated February 13, 2024 and the documents incorporated and deemed to be incorporated by reference therein.

4.875% Series NN Notes due 2029

As described in the Preliminary Prospectus Supplement under “Description of the Notes,” the 4.875% Series NN Notes due 2029 offered hereby

constitute an additional issuance of, and a single series with, the $500,000,000 aggregate principal amount of 4.875% Series NN Notes due 2029 that Marriott International, Inc. issued on February 22, 2024.

Issuer:

Marriott International, Inc. (the “Company”)

Anticipated Ratings (Moody’s / S&P)*:

Baa2 / BBB

Security:

4.875% Series NN Notes due 2029 (the “Series NN Notes”)

Aggregate Principal Reopening Amount:

$250,000,000

Aggregate Principal Amount:

$750,000,000

Maturity Date:

May 15, 2029

Coupon:

4.875%

Interest Payment Dates:

May 15 and November 15, commencing on November 15, 2026

Day Count Convention:

360-day year consisting of twelve 30-day months

Price to Public:

100.205% of the principal reopening amount, plus accrued interest from May 15, 2026

Benchmark Treasury:

4.125% due July 15, 2029

Benchmark Treasury Price / Yield:

99-17+ / 4.291%

Spread to Benchmark Treasury:

50 basis points

Reoffer Yield to Maturity:

4.791%

Accrued Interest Payable to Marriott International, Inc. by the Underwriters:

Accrued interest from and including May 15, 2026 to but excluding the expected settlement date set forth below. Interest on the Series NN Notes offered hereby will accrue from and including May 15, 2026.

Optional Redemption Provisions:

Prior to April 15, 2029 (one month prior to the maturity date of the Series NN Notes) (the “Series NN Par Call Date”), the

(assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption, and (2)

100% of the principal amount of the Series NN Notes to be redeemed, plus, in either case, accrued and unpaid interest on the Series NN Notes to the redemption date.

On or after the Series NN Par Call Date, the Company may redeem the Series NN Notes, in whole or in part, at any time and from time to time, at its option, at

a redemption price equal to 100% of the principal amount of the Series NN Notes being redeemed plus accrued and unpaid interest on the Series NN Notes to the redemption date.

Change of Control:

Issuer repurchase offer required following certain changes of control as described in the Preliminary Prospectus Supplement.

Trade Date:

August 11, 2026

Expected Settlement Date**:

August 13, 2026 (T+2)

CUSIP / ISIN:

571903 BP7 / US571903BP73

Denominations:

$2,000 and integral multiples of $1,000 in excess thereof

Joint Book-Running Managers:

J.P. Morgan Securities LLC

PNC Capital Markets

LLC

Truist Securities, Inc.

U.S. Bancorp Investments,

Inc.

BofA Securities, Inc.

Citigroup Global Markets Inc.

Deutsche Bank Securities Inc.

Fifth Third Securities, Inc.

Goldman Sachs & Co. LLC

Scotia Capital (USA) Inc.

Wells Fargo Securities, LLC

Senior Co-Managers:

BNY Mellon Capital Markets, LLC

Capital One

Securities, Inc.

HSBC Securities (USA) Inc.

ICBC Standard

Bank Plc

Loop Capital Markets LLC

NatWest Markets Securities

Inc.

Siebert Williams Shank & Co., LLC

Standard

Chartered Bank

TD Securities (USA) LLC

UniCredit Capital

Markets LLC

5.650% Series YY Notes due 2036

Issuer:

Marriott International, Inc. (the “Company”)

Anticipated Ratings (Moody’s / S&P)*:

Baa2 / BBB

Security:

5.650% Series YY Notes due 2036 (the “Series YY Notes”)

Aggregate Principal Amount:

$1,000,000,000

Maturity Date:

September 15, 2036

Coupon:

5.650%

Interest Payment Dates:

March 15 and September 15, commencing on March 15, 2027

Day Count Convention:

360-day year consisting of twelve 30-day months

Price to Public:

99.325% of the principal amount

Benchmark Treasury:

4.375% due May 15, 2036

Benchmark Treasury Price / Yield:

97-18 / 4.688%

Spread to Benchmark Treasury:

105 basis points

Yield to Maturity:

5.738%

Optional Redemption Provisions:

on the Series YY Notes discounted to the redemption date (assuming the Series YY Notes matured on the Series YY Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Series YY Notes to be redeemed, plus, in either case,

accrued and unpaid interest on the Series YY Notes to the redemption date.

Notes being redeemed plus accrued and unpaid interest on the Series YY Notes to the redemption date.

Change of Control:

Issuer repurchase offer required following certain changes of control as described in the Preliminary Prospectus Supplement.

Trade Date:

August 11, 2026

Expected Settlement Date**:

August 13, 2026 (T+2)

CUSIP / ISIN:

571903 CA9 / US571903CA95

Denominations:

$2,000 and integral multiples of $1,000 in excess thereof

Joint Book-Running Managers:

J.P. Morgan Securities LLC

PNC Capital Markets

LLC

Truist Securities, Inc.

U.S. Bancorp Investments,

Inc.

BofA Securities, Inc.

Citigroup Global Markets Inc.

Deutsche Bank Securities Inc.

Fifth Third Securities, Inc.

Goldman Sachs & Co. LLC

Scotia Capital (USA) Inc.

Wells Fargo Securities, LLC

Senior Co-Managers:

BNY Mellon Capital Markets, LLC

Capital One

Securities, Inc.

HSBC Securities (USA) Inc.

ICBC Standard

Bank Plc

Loop Capital Markets LLC

NatWest Markets Securities

Inc.

Siebert Williams Shank & Co., LLC

Standard

Chartered Bank

TD Securities (USA) LLC

UniCredit Capital

Markets LLC

* * *

*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

**We expect to deliver the notes against payment for the notes on or about August 13, 2026, which will be the second business day following the date of

the pricing of the notes (this settlement cycle being referred to as “T+2”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are

required to settle in one business day, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade their notes prior to the business day before settlement will be required, by virtue of the fact that the notes

initially will settle in T+2, to specify alternative settlement arrangements to prevent a failed settlement. Purchasers of the notes who wish to trade their notes prior to the business day before settlement should consult their own advisors.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you

invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on

the SEC web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities LLC at (collect) (212) 834-4533, PNC Capital Markets LLC at (855) 881-0697, Truist Securities, Inc. at 1-800-685-4786, or U.S. Bancorp Investments, Inc. at 877-558-2607.

EX-4.1

Filename: d162127dex41.htm · Sequence: 3

EX-4.1

Exhibit 4.1

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY

OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE

THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED

REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN

SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR

VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

MARRIOTT INTERNATIONAL, INC.

4.875% Series NN Notes due 2029

No. R-

CUSIP 571903 BP7

MARRIOTT INTERNATIONAL, INC., a corporation duly organized and existing under the laws of Delaware (herein

called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum

of Dollars on May 15, 2029 and to pay interest thereon from May 15, 2026, semi-annually on May 15 and November 15 in each year, commencing on November 15, 2026, at the rate of 4.875% per

annum until the principal hereof is paid or made available for payment.

All such payments of principal, interest and premium, if any,

shall be paid in immediately available funds. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more

Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 1 or November 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment

Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities)

is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special

Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as

more fully provided in said Indenture.

Payment of the principal of (and premium, if any) and interest on this Security will be made

at the office or agency of the Trustee maintained for that purpose in New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided,

however, that payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; and provided, further, that notwithstanding the foregoing, the

Person in whose name this Security is registered may elect to receive payments of interest on this Security (other than at Maturity) by electronic funds transfer of immediately available funds to an account maintained by such Person, provided

such Person so elects by giving written notice to a Paying Agent designating such account, no later than the May 1 or November 1 immediately preceding the May 15 or November 15 Interest Payment Date, as the case may be. Unless

such designation is revoked by such Person, any such designation made by such Person with respect to such Securities shall remain in effect with respect to any future payments with respect to such Securities payable to such Person. If any Interest

Payment Date, the stated maturity date or redemption or repurchase date for the Securities is not a Business Day, the payment otherwise required to be made on such date will be made on the next Business Day without any additional payment as a result

of such delay.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further

provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has

been executed by the Trustee referred to on the reverse hereof by manual or electronic signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its

corporate seal.

Dated:

MARRIOTT INTERNATIONAL, INC.

By:

Jennifer C. Mason

Executive Vice President and Chief Financial Officer

Attest:

Stephanie N. Carrick

Assistant Secretary

This is one of the Securities of the series designated therein referred to in the

within-mentioned Indenture.

Dated:

THE BANK OF NEW YORK MELLON

as Trustee

By:

Authorized Officer

[Reverse of Security]

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and

to be issued in one or more series under an Indenture, dated as of November 16, 1998 (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of

New York Mellon, successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby

made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be,

authenticated and delivered, as modified by the provisions set forth below and on the face hereof. This Security is one of the series designated on the face hereof, limited as of the date hereof in aggregate principal amount to $750,000,000.

The Company may subsequently issue additional securities as part of this series of Securities under the Indenture.

The Company may redeem

the Securities in whole or in part, at any time and from time to time, at its option, prior to April 15, 2029 (one month prior to the maturity date of the Securities) (the “Par Call Date”), at a Redemption Price (expressed as

a percentage of principal amount and rounded to three decimal places) equal to the greater of (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the

Securities matured on the Par Call Date) on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points

less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Securities to be redeemed, plus, in either case, accrued and unpaid interest thereon to the Redemption Date.

On or after the Par Call Date, the Company may redeem the Securities in whole or in part, at any time and from time to time, at its option, at

a Redemption Price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest thereon to the Redemption Date.

The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent

manifest error.

Notice of any redemption shall be mailed or electronically delivered (or otherwise transmitted in accordance with the

depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each Holder of Securities to be redeemed.

In the case of a partial redemption, selection of the Securities for redemption shall be made by lot. No Securities of a principal amount of

$2,000 or less shall be redeemed in part. If any Security is to be redeemed in part only, the notice of redemption that relates to the Security shall state the portion of the principal amount of the Security to be redeemed. A new Security in a

principal amount equal to the unredeemed portion of the Security shall be issued in the name of the Holder of the Security upon surrender for cancellation of the original Security. For so long as the Securities are held by DTC (or another

Depositary), the redemption of the Securities shall be done in accordance with the policies and procedures of the Depositary.

Unless the

Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Securities or portions thereof called for redemption.

“Treasury Rate” means, with respect to any Redemption Date, the yield

determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after

4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the date of the notice of redemption based upon

the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates

(Daily)–H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading). In

determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining

Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield

corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the

result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For

purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the

Redemption Date.

If on the third business day preceding the date of the notice of redemption H.15 or any successor designation or

publication is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semiannual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such

redemption notice date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or

more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United

States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the

preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States

Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semiannual yield to maturity of the applicable United States Treasury security shall be based upon the

average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

If a Change of Control Repurchase Event (as defined below) occurs, unless the Company has exercised its right to redeem the Securities of this

series, the Company will make an offer to each Holder of the Securities of this series to repurchase all or any part (in excess of $2,000 in integral multiples of $1,000) of that Holder’s Securities of this series at a repurchase price in cash

equal to 101% of the aggregate principal amount of the Securities of this series repurchased plus any accrued and unpaid interest on the Securities of this series repurchased to the date of purchase. Within 30 days following any Change of Control

Repurchase Event or, at the Company’s option,

prior to any Change of Control (as defined below), but after the public announcement of the Change of Control, the Company will deliver a notice to each Holder, with a copy to the Trustee,

describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the Securities of this series on the payment date specified in the notice, which date will be no earlier

than 30 days and no later than 60 days from the date such notice is sent. The notice shall, if sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event

occurring on or prior to the payment date specified in the notice. The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended, and any other securities

laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Securities of this series as a result of a Change of Control Repurchase Event. To the extent that the provisions of any

securities laws or regulations conflict with the Change of Control Repurchase Event provisions herein, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the

Change of Control Repurchase Event provisions herein by virtue of such conflict.

On the Change of Control Repurchase Event payment date,

the Company will, to the extent lawful:

1. accept for payment all Securities of this series or portions of Securities of

this series properly tendered pursuant to the Company’s offer;

2. deposit with the Paying Agent an amount equal to

the aggregate purchase price in respect of all Securities of this series or portions of Securities of this series properly tendered; and

3. deliver or cause to be delivered to the Trustee the Securities of this series properly accepted, together with an

Officers’ Certificate stating the aggregate principal amount of the Securities being purchased by the Company.

The Paying Agent

will promptly pay to each Holder of the Securities of this series properly tendered the purchase price for the Securities, and the Trustee will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new

Security equal in principal amount to any unpurchased portion of any Securities surrendered; provided that each new Security will be in a principal amount of $2,000 or an integral multiple of $1,000.

The Company will not be required to make an offer to repurchase the Securities of this series upon a Change of Control Repurchase Event if a

third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities of this series properly tendered and not withdrawn under its

offer.

“Below Investment Grade Rating Event” means the Securities of this series are rated below Investment Grade (as

defined below) by both Rating Agencies (as defined below) on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following

public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Securities of this series is under publicly announced consideration for possible downgrade by either of the Rating Agencies);

provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus

shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event herein) if the Rating Agencies making the reduction in rating to

which this definition would otherwise apply do not announce or publicly confirm or inform the Company in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result

of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

“Change of Control” means the consummation of any transaction (including, without limitation, any merger or consolidation)

the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) becomes the beneficial owner, directly or indirectly, of more than 50% of the Company’s

Voting Stock, measured by voting power rather than number of shares. Notwithstanding the foregoing, a transaction effected to create a holding company for the Company will not be deemed to involve a Change of Control if: (1) pursuant to such

transaction the Company becomes a direct or indirect wholly owned subsidiary of such holding company and (2)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the

same as the holders of the Company’s Voting Stock immediately prior to that transaction or (B) immediately following that transaction no person (other than a holding company satisfying the requirements of this sentence) is the beneficial

owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company, measured by voting power rather than number of shares.

“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating

Event.

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor

rating categories of Moody’s); a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P); and the equivalent investment grade credit rating from any

replacement Rating Agency or Rating Agencies selected by the Company.

“Moody’s” means Moody’s Investors

Service, Inc. and its successors.

“Rating Agency” means (1) each of Moody’s and S&P; and (2) if

either of Moody’s or S&P ceases to rate the Securities of this series or fails to make a rating of the Securities of this series publicly available for reasons outside of the Company’s control, a Substitute Rating Agency.

“S&P” means S&P Global Ratings and its successors.

“Substitute Rating Agency” means a “nationally recognized statistical rating organization” within the meaning

of Section 3(a)(62) under the Securities Exchange Act of 1934, as amended, selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement agency for Moody’s or S&P, or both, as the

case may be.

“Voting Stock” of any specified “person” (as that term is used in Section 13(d)(3) of

the Securities Exchange Act of 1934, as amended) as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and

Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.

If an Event of Default with respect to Securities of this series shall occur and be

continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations

of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of 50% in principal amount of the Securities at the time

Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all

Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be

conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is

made upon this Security.

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the

right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of

Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect

of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction

inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for

the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the

Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the

Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Trustee in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by

a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like

tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000

in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different

authorized denomination, as requested by the Holder surrendering the same.

In addition to the circumstances specified in Clause (2) of the last paragraph of

Section 305 of the Indenture in which a Global Security of such series may be exchanged in whole or in part for Securities of such series registered, and any transfer of such Global Security in whole or in part may be registered, in the name of

Persons other than the Depositary for such Global Security or a nominee thereof, the Company may, in its sole discretion, determine that such Global Security will be exchangeable for Securities registered in the name of Persons other than the

Depositary or a nominee thereof and notify the Trustee of its decision.

No service charge shall be made for any such registration of

transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee

may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

The following abbreviations, when used in the inscription on the face of the within

Security, shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM —

as tenants in common

UNIF GIFT MIN Act –_____Custodian _____

(Cust) (Minor)

TEN ENT —

as tenants by the entireties

under Uniform Gifts to Minors Act ________

(State)

JT TEN —

as joint tenants with right of survivorship and not as tenants in common

Additional abbreviations may also be used though not in the above list

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Name and Address of Assignee, including zip code, must be printed or typewritten)

the within Security, and all rights thereunder, hereby irrevocably constituting and appointing

Attorney to transfer said Security on the books of the Company, with full power of substitution in the premises.

Dated:

NOTICE: The signature to this assignment

must correspond with the name as it appears upon the face of the within Security in every particular, without alteration or enlargement of any change whatever.

EX-4.2

Filename: d162127dex42.htm · Sequence: 4

EX-4.2

Exhibit 4.2

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR

A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF,

EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF

THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS

IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY

OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

MARRIOTT INTERNATIONAL,

INC.

5.650% Series YY Notes due 2036

No. R-

CUSIP 571903 CA9

MARRIOTT INTERNATIONAL, INC., a corporation duly organized and existing under the laws of Delaware (herein called the

“Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum

of Dollars on September 15, 2036 and to pay interest thereon from August 13, 2026, semi-annually on March 15 and September 15 in each year, commencing on March 15, 2027, at the rate of

5.650% per annum until the principal hereof is paid or made available for payment.

All such payments of principal, interest and premium,

if any, shall be paid in immediately available funds. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or

more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest

Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor

Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to

such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such

exchange, all as more fully provided in said Indenture.

Payment of the principal of (and premium, if any) and interest on this Security will be made

such Person so elects by giving written notice to a Paying Agent designating such account, no later than the March 1 or September 1 immediately preceding the March 15 or September 15 Interest Payment Date, as the case may be.

Unless such designation is revoked by such Person, any such designation made by such Person with respect to such Securities shall remain in effect with respect to any future payments with respect to such Securities payable to such Person. If any

Interest Payment Date, the stated maturity date or redemption or repurchase date for the Securities is not a Business Day, the payment otherwise required to be made on such date will be made on the next Business Day without any additional payment as

a result of such delay.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which

further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication

hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its

corporate seal.

Dated:

MARRIOTT INTERNATIONAL, INC.

By:

Jennifer C. Mason

Executive Vice President and Chief Financial

Officer

Attest:

Stephanie N. Carrick

Assistant Secretary

This is one of the Securities of the series designated therein referred to in the

within-mentioned Indenture.

Dated:

THE BANK OF NEW YORK MELLON

as Trustee

By:

Authorized Officer

[Reverse of Security]

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and

authenticated and delivered, as modified by the provisions set forth below and on the face hereof. This Security is one of the series designated on the face hereof, limited initially in aggregate principal amount to $1,000,000,000. The

Company may subsequently issue additional securities as part of this series of Securities under the Indenture.

The Company may redeem the

Securities in whole or in part, at any time and from time to time, at its option, prior to June 15, 2036 (three months prior to the maturity date of the Securities) (the “Par Call Date”), at a Redemption Price (expressed as a

percentage of principal amount and rounded to three decimal places) equal to the greater of (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the

Securities matured on the Par Call Date) on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points

On or after the Par Call Date, the Company may redeem the Securities in whole or in part, at any time and from time to time, at its option, at

a Redemption Price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest thereon to the Redemption Date.

The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent

manifest error.

Notice of any redemption shall be mailed or electronically delivered (or otherwise transmitted in accordance with the

depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each Holder of Securities to be redeemed.

In the case of a partial redemption, selection of the Securities for redemption shall be made by lot. No Securities of a principal amount of

Depositary), the redemption of the Securities shall be done in accordance with the policies and procedures of the Depositary.

Unless the

Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Securities or portions thereof called for redemption.

“Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Company in accordance with the

following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or

after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the date of the notice of redemption based upon the yield or yields for the most

recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)–H.15” (or any successor

designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading). In determining the Treasury Rate, the Company

shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury

constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15

immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no

such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant

maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

If on the third business day preceding the date of the notice of redemption H.15 or any successor designation or publication is no longer

published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semiannual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption notice date of the

United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury

securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with

a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall

select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New

York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semiannual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices

(expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

If a Change of Control Repurchase Event (as defined below) occurs, unless the Company has exercised its right to redeem the Securities of this

Repurchase Event or, at the Company’s option, prior to any Change of Control (as defined below), but after the public announcement of the Change of Control, the Company will deliver a notice to each Holder, with a copy to the Trustee,

describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase

Event and offering to repurchase the Securities of this series on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such

notice is sent. The notice shall, if sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in

the notice. The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended, and any other securities laws and regulations thereunder to the extent those laws

and regulations are applicable in connection with the repurchase of the Securities of this series as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change

of Control Repurchase Event provisions herein, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions herein by

virtue of such conflict.

On the Change of Control Repurchase Event payment date, the Company will, to the extent lawful:

1. accept for payment all Securities of this series or portions of Securities of this series properly tendered pursuant to the

Company’s offer;

2. deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all

Securities of this series or portions of Securities of this series properly tendered; and

3. deliver or cause to be

delivered to the Trustee the Securities of this series properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of the Securities being purchased by the Company.

The Paying Agent will promptly pay to each Holder of the Securities of this series properly tendered the purchase price for the Securities,

and the Trustee will promptly authenticate and deliver (or cause to be transferred by book-entry) to each Holder a new Security equal in principal amount to any unpurchased portion of any Securities surrendered; provided that each new

Security will be in a principal amount of $2,000 or an integral multiple of $1,000.

The Company will not be required to make an offer to

repurchase the Securities of this series upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third

party purchases all Securities of this series properly tendered and not withdrawn under its offer.

“Below Investment Grade

Rating Event” means the Securities of this series are rated below Investment Grade (as defined below) by both Rating Agencies (as defined below) on any date from the date of the public notice of an arrangement that could result in a Change

of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Securities of this series is under

publicly announced consideration for possible downgrade by either of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have

occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event herein) if the Rating Agencies making the reduction in

rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Company in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as

a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

“Change of Control” means the consummation of any transaction (including,

without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) becomes the beneficial owner, directly or

indirectly, of more than 50% of the Company’s Voting Stock, measured by voting power rather than number of shares. Notwithstanding the foregoing, a transaction effected to create a holding company for the Company will not be deemed to involve

a Change of Control if: (1) pursuant to such transaction the Company becomes a direct or indirect wholly owned subsidiary of such holding company and (2)(A) the direct or indirect holders of the Voting Stock of such holding company immediately

following that transaction are substantially the same as the holders of the Company’s Voting Stock immediately prior to that transaction or (B) immediately following that transaction no person (other than a holding company satisfying the

requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company, measured by voting power rather than number of shares.

“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating

Event.

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor

rating categories of Moody’s); a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P); and the equivalent investment grade credit rating from any

replacement Rating Agency or Rating Agencies selected by the Company.

“Moody’s” means Moody’s Investors

Service, Inc. and its successors.

“Rating Agency” means (1) each of Moody’s and S&P; and (2) if

“S&P” means S&P Global Ratings and its successors.

“Substitute Rating Agency” means a “nationally recognized statistical rating organization” within the meaning

case may be.

“Voting Stock” of any specified “person” (as that term is used in Section 13(d)(3) of

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and

Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.

If an

Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof

and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of 50% in

principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time

Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by

the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not

notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, the Holder

of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee

written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the

Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this

series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit

instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the

Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the

tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000

authorized denomination, as requested by the Holder surrendering the same.

In addition to the circumstances specified in Clause

(2) of the last paragraph of Section 305 of the Indenture in which a Global Security of such series may be exchanged in whole or in part for Securities of such series registered, and any transfer of such Global Security in whole or in part

may be registered, in the name of Persons other than the Depositary for such Global Security or a nominee thereof, the Company may, in its sole discretion, determine that such Global Security will be exchangeable for Securities registered in the

name of Persons other than the Depositary or a nominee thereof and notify the Trustee of its decision.

No service charge shall be made for any such registration of transfer or exchange, but the

Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to

due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not

this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

All terms

used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

The following abbreviations, when used in the inscription on the face of the within

Security, shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM —

as tenants in common

UNIF GIFT MIN Act –_____Custodian _____

(Cust) (Minor)

TEN ENT —

as tenants by the entireties

under Uniform Gifts to Minors Act ________

(State)

JT TEN —

as joint tenants with right of survivorship and not as tenants in common

Additional abbreviations may also be used though not in the above list

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Name and Address of Assignee, including zip code, must be printed or typewritten)

the within Security, and all rights thereunder, hereby irrevocably constituting and appointing

Attorney to transfer said Security on the books of the Company, with full power of substitution in the premises.

Dated:

NOTICE: The signature to this assignment

must correspond with the name as it appears upon the face of the within Security in every particular, without alteration or enlargement of any change whatever.

EX-4.3

Filename: d162127dex43.htm · Sequence: 5

EX-4.3

Exhibit 4.3

Execution Version

INDENTURE OFFICERS’ CERTIFICATE

MARRIOTT

INTERNATIONAL, INC.

THE UNDERSIGNED JENNIFER C. MASON AND STEPHANIE N. CARRICK OF MARRIOTT INTERNATIONAL, INC., A CORPORATION

ORGANIZED UNDER THE LAWS OF THE STATE OF DELAWARE (THE “COMPANY”), HEREBY CERTIFY PURSUANT TO SECTIONS 102, 201, 301 AND 303 OF THE INDENTURE (THE “INDENTURE”), DATED AS OF NOVEMBER 16, 1998, BETWEEN THE

COMPANY AND THE BANK OF NEW YORK MELLON, SUCCESSOR TO JPMORGAN CHASE BANK, N.A. (FORMERLY KNOWN AS THE CHASE MANHATTAN BANK), AS TRUSTEE (THE “TRUSTEE”), THE SERIES NN NOTES (AS DEFINED BELOW) ARE HEREBY REOPENED AND MODIFIED AS

FOLLOWS:

A. The designations of the Securities shall be the “4.875% Series NN Notes due 2029” (the

“Series NN Notes”) (CUSIP number 571903 BP7). The Series NN Notes issued hereunder shall constitute an additional issuance of, and form a single series with, the $500,000,000 aggregate principal amount of the 4.875% Series NN

Notes due 2029 (the “initial Series NN Notes”) issued pursuant to the Officers’ Certificate, dated February 22, 2024, pursuant to Sections 102, 201, 301 and 303 of the Indenture (the “Original

Certificate”). The Series NN Notes issued hereunder shall have terms identical to (except as provided below), have the same CUSIP number as, and be fungible with and vote together with, the initial Series NN Notes. For the avoidance of

doubt, Sections C-O below shall only apply to the Series NN Notes being issued hereunder, and the terms of the Original Certificate shall continue to apply to the initial Series NN Notes.

B. The aggregate principal amount of the Series NN Notes which may be authenticated and delivered under the Indenture

(except for Series NN Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, or upon partial redemption of, other Series NN Notes pursuant to Sections 304, 305, 306, 906 or 1107 of the Indenture and

except for Series NN Notes which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered under the Indenture) is as of the date hereof limited to US$750,000,000. The Company may subsequently issue

additional securities as part of this series of Securities under the Indenture.

C. Subject to the provisions of

Section 307 of the Indenture, interest will be payable to the Person in whose name a Series NN Note (or any predecessor Series NN Note) is registered at the close of business on the Regular Record Date next preceding the Interest Payment Date

in respect of such Series NN Note.

D. The principal amount of the Series NN Notes shall be payable in full on

May 15, 2029 subject to and in accordance with the provisions of the Indenture.

E. The Series NN Notes shall bear interest at the rate of 4.875% per

annum, from and including May 15, 2026 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually on May 15 and November 15 of each year, commencing on November 15,

2026, until the principal amount of Series NN Notes has been paid or duly provided for. May 1 and November 1 (whether or not a Business Day), as the case may be, next preceding an Interest Payment Date, shall be the “Regular Record

Date” for interest payable on such Interest Payment Date.

F. The principal of and interest on the Series NN

Notes shall be payable at the office or agency of the Trustee maintained for that purpose in New York, New York; provided, however, that payment of interest on a Series NN Note may be made by check mailed to the address of the Person

entitled thereto as such address shall appear in the Security Register; and provided, further, that notwithstanding the foregoing, a Holder may elect to receive payments of interest on a Series NN Note (other than at Maturity) by

electronic funds transfer of immediately available funds to an account maintained by such Holder, provided such Holder so elects by giving written notice to a Paying Agent designating such account, no later than the May 1 or

November 1 immediately preceding the May 15 or November 15 Interest Payment Date, as the case may be. Unless such designation is revoked by the Holder, any such designation made by such Holder with respect to such Series NN Notes

shall remain in effect with respect to any future payments with respect to such Series NN Notes payable to such Holder.

G. The Series NN Notes may be redeemed in whole or in part at any time and from time to time on the terms specified in

the Final Prospectus Supplement dated August 11, 2026 relating to the Series NN Notes and the Series YY Notes (as defined below) (the “Prospectus Supplement”). Notice of any redemption shall be mailed or electronically

delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Series NN Notes to be redeemed.

H. Upon the occurrence of a change of control repurchase event, unless the Company has exercised its option to redeem

the Series NN Notes, the Company will be required to make an offer to purchase the Series NN Notes under the circumstances described and on the terms specified in the Prospectus Supplement.

I. The Company will not be obligated to redeem or purchase the Series NN Notes pursuant to a sinking fund or analogous

provisions or at the option of the Holder thereof.

J. The Series NN Notes will be issued in denominations of

US$2,000 and any integral multiples of US$1,000 in excess thereof.

K. The payment of the principal of and interest

on the Series NN Notes shall be payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

L. The Global Securities shall be in substantially the form attached hereto as Annex A.

M. The Series NN Notes shall be defeasible as provided in Article

Thirteen of the Indenture.

N. The Series NN Notes may be issuable in whole or in part in the form of one or more

Global Securities. The initial Depositary for such Global Securities shall be The Depository Trust Company.

O. The

Series NN Notes will not be Transfer Restricted Securities.

THE UNDERSIGNED JENNIFER C. MASON AND STEPHANIE N. CARRICK OF THE COMPANY

HEREBY CERTIFY PURSUANT TO SECTIONS 102, 201, 301 AND 303 OF THE INDENTURE THAT THERE IS HEREBY ESTABLISHED A SERIES OF SECURITIES (AS THAT TERM IS DEFINED IN THE INDENTURE), THE TERMS OF WHICH SHALL BE AS FOLLOWS:

P. The designations of the Securities shall be the “5.650% Series YY Notes due 2036” (the “Series

YY Notes”) (CUSIP number 571903 CA9).

Q. The aggregate principal amount of the Series YY Notes which

may be authenticated and delivered under the Indenture (except for Series YY Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, or upon partial redemption of, other Series YY Notes pursuant to

Sections 304, 305, 306, 906 or 1107 of the Indenture and except for Series YY Notes which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered under the Indenture) is initially limited to

US$1,000,000,000. The Company may subsequently issue additional securities as part of this series of Securities under the Indenture.

R. Subject to the provisions of Section 307 of the Indenture, interest will be payable to the Person in whose name

a Series YY Note (or any predecessor Series YY Note) is registered at the close of business on the Regular Record Date next preceding the Interest Payment Date in respect of such Series YY Note.

S. The principal amount of the Series YY Notes shall be payable in full on September 15, 2036 subject to and in

accordance with the provisions of the Indenture.

T. The Series YY Notes shall bear interest at the rate of 5.650%

per annum, from August 13, 2026 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually on March 15 and September 15 of each year, commencing on March 15, 2027,

until the principal amount of Series YY Notes has been paid or duly provided for. March 1 and September 1 (whether or not a Business Day), as the case may be, next preceding an Interest Payment Date, shall be the “Regular Record

Date” for interest payable on such Interest Payment Date.

U. The principal of and interest on the Series YY Notes shall be

payable at the office or agency of the Trustee maintained for that purpose in New York, New York; provided, however, that payment of interest on a Series YY Note may be made by check mailed to the address of the Person entitled thereto

as such address shall appear in the Security Register; and provided, further, that notwithstanding the foregoing, a Holder may elect to receive payments of interest on a Series YY Note (other than at Maturity) by electronic funds

transfer of immediately available funds to an account maintained by such Holder, provided such Holder so elects by giving written notice to a Paying Agent designating such account, no later than the March 1 or September 1

immediately preceding the March 15 or September 15 Interest Payment Date, as the case may be. Unless such designation is revoked by the Holder, any such designation made by such Holder with respect to such Series YY Notes shall remain in

effect with respect to any future payments with respect to such Series YY Notes payable to such Holder.

V. The

Series YY Notes may be redeemed in whole or in part at any time and from time to time on the terms specified in the Prospectus Supplement. Notice of any redemption shall be mailed or electronically delivered (or otherwise transmitted in accordance

with the Depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Series YY Notes to be redeemed.

W. Upon the occurrence of a change of control repurchase event, unless the Company has exercised its option to redeem

the Series YY Notes, the Company will be required to make an offer to purchase the Series YY Notes under the circumstances described and on the terms specified in the Prospectus Supplement.

X. The Company will not be obligated to redeem or purchase the Series YY Notes pursuant to a sinking fund or analogous

provisions or at the option of the Holder thereof.

Y. The Series YY Notes will be issued in denominations of

US$2,000 and any integral multiples of US$1,000 in excess thereof.

Z. The payment of the principal of and interest

on the Series YY Notes shall be payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

AA. The Global Securities shall be in substantially the form attached hereto as Annex B.

BB. The Series YY Notes shall be defeasible as provided in Article Thirteen of the Indenture.

CC. The Series YY Notes may be issuable in whole or in part in the form of one or more Global Securities. The initial

Depositary for such Global Securities shall be The Depository Trust Company.

DD. The Series YY Notes will not be

Transfer Restricted Securities.

EE. The words “execution,” “signed,”

“signature,” “delivery” and words of like import in or relating to this certificate or any document to be signed in connection with this certificate, including by the Trustee, shall be deemed to include electronic signatures,

deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the

case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means. For the avoidance of doubt, this Section EE shall be deemed to amend the first paragraph of Section 303 of the Indenture to

permit electronic signatures of the Series NN Notes and the Series YY Notes by the officers specified therein and to amend the last paragraph of Section 303 of the Indenture to permit a certificate of authentication by the Trustee to be

executed by manual or electronic signature and that any Series NN Note or Series YY Note executed, authenticated and delivered in such manner shall be valid and obligatory for all purposes under the Indenture and entitled to the benefits thereunder.

EACH OF THE UNDERSIGNED JENNIFER C. MASON AND STEPHANIE N. CARRICK HEREBY FURTHER CERTIFIES THAT:

FF. Attached hereto as Annex C are true, correct and complete copies of resolutions duly adopted by the Board of

Directors of the Company and certified by the Company’s Secretary or Assistant Secretary. Such resolutions have not been amended, modified or rescinded, are in full force and effect in the form adopted and are the only resolutions adopted by

the Board of Directors of the Company or by any committee of or designated by the Board of Directors of the Company relating to the offering of the Series NN Notes and the Series YY Notes pursuant hereto.

GG. I have read the conditions of Sections 102, 201, 301 and 303 of the Indenture and the definitions relating thereto.

HH. I have examined the Indenture, the attached specimen forms of the Global Securities attached hereto as Annex

A and Annex B and the resolutions relating thereto adopted by the Board of Directors of the Company or a committee thereof.

II. In my opinion, I have made such examination or investigation as is necessary to enable me to express an informed

opinion as to whether or not the conditions of Sections 102, 201, 301 and 303 of the Indenture relating to the authentication and issuance of the Series NN Notes and the Series YY Notes have been complied with.

JJ. In my opinion, the conditions of Sections 102, 201, 301 and 303 of the Indenture relating to the authentication and

issuance of the Series NN Notes and the Series YY Notes have been complied with.

All terms used herein and not defined shall have the

meanings set forth in the Indenture.

[Signatures appear on the following page.]

IN WITNESS WHEREOF, the undersigned have signed this certificate.

Dated: August 13, 2026

MARRIOTT INTERNATIONAL, INC.

By:

/s/ Jennifer C. Mason

Name:

Jennifer C. Mason

Title:

Executive Vice President and Chief Financial Officer

By:

/s/ Stephanie N. Carrick

Name:

Stephanie N. Carrick

Title:

Assistant Secretary

EX-5.1

Filename: d162127dex51.htm · Sequence: 6

EX-5.1

Exhibit 5.1

August 13, 2026

Marriott International, Inc.

7750 Wisconsin Avenue

Bethesda, Maryland 20814

Re:

Marriott International, Inc.

Registration Statement on Form S-3 (File No. 333-277039)

Ladies and Gentlemen:

We have acted as counsel to Marriott

International, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a prospectus supplement, dated

August 11, 2026 (the “Prospectus Supplement”), filed with the Commission on August 12, 2026, pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”), and the offering

by the Company pursuant thereto of $250,000,000 aggregate principal amount of the Company’s 4.875% Series NN Notes due 2029 (the “Series NN Notes”) and $1,000,000,000 aggregate principal amount of the Company’s 5.650%

Series YY Notes due 2036 (the “Series YY Notes” and, together with the Series NN Notes, the “Notes”). In connection therewith, we have examined the registration statement on Form S-3, File No. 333-277039 (the “Registration Statement”), under the Securities Act and the prospectus included therein.

The Notes have been issued pursuant to the Indenture, dated as of November 16, 1998 (the “Base Indenture”), entered into between

the Company and The Bank of New York Mellon, as successor indenture trustee to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank (the “Trustee”), as supplemented by the Officers’ Certificate pursuant to

Section 301 of the Base Indenture, dated February 22, 2024, relating to the Series NN Notes, as further supplemented by the Officers’ Certificate pursuant to Section 301 of the Base Indenture, dated August 13, 2026,

relating to the Series NN Notes and the Series YY Notes (the Base Indenture, as so modified, the “Indenture”).

In arriving at the

opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Indenture and the Notes and such other documents, corporate records,

certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed, without independent investigation, the

genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any

facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and others.

Gibson, Dunn &

Crutcher LLP

200 Park Avenue | New York, NY 10166-0193 | T: 212.351.4000 | F: 212.351.4035 | gibsondunn.com

Marriott International, Inc.

August 13, 2026

Page 2

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set

forth herein, we are of the opinion that the Notes are legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

The opinions expressed above are subject to the following additional exceptions, qualifications, limitations and assumptions:

A. We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York and the Delaware General Corporation Law.

We are not admitted to practice in the State of Delaware; however, we are generally familiar with the Delaware General Corporation Law as currently in effect and have made such inquiries as we consider necessary to render the opinion above. This

opinion is limited to the effect of the current state of the laws of the State of New York and the Delaware General Corporation Law and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of

future changes in such laws or the interpretations thereof or such facts.

B. The opinions above are each subject to (i) the effect of any

bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors generally, including without limitation the effect of statutory or other laws regarding fraudulent transfers or

preferential transfers, and (ii) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other

equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law.

C. We express no opinion regarding the

effectiveness of (i) any waiver of stay, extension or usury laws; (ii) provisions relating to indemnification, exculpation or contribution, to the extent such provisions may be held unenforceable as contrary to public policy or federal or

state securities laws or due to the negligence or willful misconduct of the indemnified party; (iii) any provision in any document governing the Notes waiving the right to object to venue in any court; (iv) any agreement to submit to the

jurisdiction of any Federal court; (v) any waiver of the right to jury trial; or (vi) any provision to the effect that every right or remedy is cumulative and may be exercised in addition to any other right or remedy or that the election

of some particular remedy does not preclude recourse to one or more others.

Marriott International, Inc.

August 13, 2026

Page

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent

to the use of our name under the caption “Validity of Securities” in the Registration Statement and “Legal Matters” in the Prospectus Supplement. In giving these consents, we do not thereby admit that we are within the

category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP

GRAPHIC

Filename: g162127g0813103013193.jpg · Sequence: 10

Binary file (3683 bytes)

Download g162127g0813103013193.jpg

GRAPHIC

Filename: g162127g0813112237116.jpg · Sequence: 11

Binary file (2570 bytes)

Download g162127g0813112237116.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 13

v3.26.1

Document and Entity Information

Aug. 11, 2026

Cover [Abstract]

Entity Registrant Name

MARRIOTT INTERNATIONAL INC /MD/

Amendment Flag

false

Entity Central Index Key

0001048286

Document Type

8-K

Document Period End Date

Aug. 11, 2026

Entity Incorporation State Country Code

Entity File Number

1-13881

Entity Tax Identification Number

52-2055918

Entity Address, Address Line One

7750 Wisconsin Avenue

Entity Address, City or Town

Bethesda

Entity Address, State or Province

Entity Address, Postal Zip Code

20814

City Area Code

(301)

Local Phone Number

380-3000

Written Communications

false

Soliciting Material

false

Pre Commencement Tender Offer

false

Pre Commencement Issuer Tender Offer

false

Security 12b Title

Class A Common Stock, $0.01 par value

Trading Symbol

MAR

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration