What changed in this filing

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Item 1. Financial Statements

2026-05-06 compared with 2025-11-04 · 109 added, 203 removed, 281 unchanged (53% of the section changed)

3 unchanged sentences

(in millions, except per share amounts)

Three Months Ended Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Base management fees $ 314 $ 312 $ 979 $ 955

Three Months Ended

March 31, 2026 March 31, 2025

Franchise fees $ 872 $ 746

Base management fees 339 325

Incentive management fees 222 204

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Cost reimbursement revenue 4,844 4,655

6,489 6,255 19,496 18,671

OPERATING COSTS AND EXPENSES

Owned, leased, and other - direct

326 300 950 882

Owned, leased, and other expense (1)

Depreciation, amortization, and other 54 51

General, administrative, and other 234 276 724 785

Restructuring and merger-related (recoveries) charges, and other

( 40 ) 9 ( 31 ) 25

General and administrative (1)

Restructuring and merger-related charges, and other

Reimbursed expenses 4,936 4,722

5,309 5,311 16,132 15,656

OPERATING INCOME 1,064 948

Gains and other income, net 3 7 6 15

Gains (losses) and other income, net 3 ( 2 )

Interest expense ( 214 ) ( 192 )

Interest income 10 9

Equity in earnings 5 3 10 8

Equity in (losses) earnings

INCOME BEFORE INCOME TAXES 858 764

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Earnings per share – diluted $ 2.43 $ 2.39

(1) The 2025 first quarter reflects the reclassification of $ 36 million of other expenses previously reported under the “General, administrative, and other” caption to the “Owned, leased, and other expense” caption of our Income Statements to conform to our current presentation.

See Notes to Condensed Consolidated Financial Statements.

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(in millions)

Three Months Ended Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Three Months Ended

March 31, 2026 March 31, 2025

Net income $ 648 $ 665

Other comprehensive income (loss)

Other comprehensive (loss) income

Foreign currency translation adjustments ( 81 ) 112

Other adjustments, net of tax 8 ( 11 )

Total other comprehensive income (loss), net of tax 1 191 390 ( 67 )

Total other comprehensive (loss) income, net of tax ( 73 ) 101

Comprehensive income $ 575 $ 766

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(in millions)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Current assets

39 unchanged sentences

(in millions)

Nine Months Ended

September 30, 2025 September 30, 2024

Three Months Ended

March 31, 2026 March 31, 2025

OPERATING ACTIVITIES

6 unchanged sentences

Contract acquisition costs ( 109 ) ( 131 )

Restructuring and merger-related (recoveries) charges, and other ( 66 ) 24

Restructuring and merger-related charges, and other 2 ( 19 )

Working capital changes ( 363 ) ( 325 )

Other 181 100

Net cash provided by operating activities 858 647

1 unchanged sentence

Capital and technology expenditures ( 130 ) ( 135 )

Asset acquisition ( 349 ) —

Dispositions 2 —

1 unchanged sentence

Loan collections 3 5

Other ( 11 ) ( 1 )

Net cash used in investing activities ( 149 ) ( 143 )

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CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period (1)

(1) The 2025 amounts include beginning restricted cash of $ 29 million at December 31, 2024, and ending restricted cash of $ 16 million at September 30, 2025, which we present in the “Prepaid expenses and other” and “Other noncurrent assets” captions of our Balance Sheets.

(2) The 2024 first three quarters reflect the reclassification of $ 150 million of depreciation and amortization classified in reimbursed expenses from the “Other” caption within operating activities to the “Depreciation, amortization, and other” caption of our Statements of Cash Flows to conform to our current presentation.

(1) The 2026 amounts include beginning restricted cash of $ 13 million at December 31, 2025, and ending restricted cash of $ 14 million at March 31, 2026, which we present in the “Prepaid expenses and other” and “Other noncurrent assets” captions of our Balance Sheets.

See Notes to Condensed Consolidated Financial Statements.

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& Canada,” and (6) our properties, brands, or markets in our Europe, Middle East & Africa, Greater China, Asia Pacific excluding China, and Caribbean & Latin America regions, as “International.” References throughout to numbered “Notes” refer to these Notes to Condensed Consolidated Financial Statements, unless otherwise stated.

In addition, we use the term “hotel owners” throughout this report to refer, collectively, to owners of hotels and other lodging offerings operating in our system pursuant to management agreements, franchise agreements, license agreements or similar arrangements, and we use the term “hotels in our system” to refer to hotels and other lodging offerings operating in our system pursuant to such arrangements, as well as hotels that we own or lease.

The terms “hotel owners” and “hotels in our system” exclude Homes & Villas by Marriott Bonvoy ® (which we also exclude from our property and room count), timeshare, residential, and The Ritz-Carlton Yacht Collection ® .

In addition, we use the term “hotel owners” throughout this report to refer, collectively, to owners of hotels and other lodging offerings operating in our system pursuant to franchise agreements, management agreements, license agreements, or similar arrangements, and we use the term “hotels in our system” to refer to hotels and other lodging offerings operating in our system pursuant to such arrangements, as well as hotels that we own or lease.

The terms “hotel owners” and “hotels in our system” exclude Homes & Villas by Marriott Bonvoy SM (which we also exclude from our property and room count), timeshare, residential, and The Ritz-Carlton Yacht Collection ® .

These Financial Statements have not been audited.

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Accordingly, ultimate results could differ from those estimates.

The accompanying Financial Statements reflect all normal and recurring adjustments necessary to present fairly our financial position as of September 30, 2025 and December 31, 2024, the results of our operations for the three and nine months ended September 30, 2025 and September 30, 2024, and cash flows for the nine months ended September 30, 2025 and September 30, 2024.

The accompanying Financial Statements reflect all normal and recurring adjustments necessary to present fairly our financial position as of March 31, 2026 and December 31, 2025 and the results of our operations and cash flows for the three months ended March 31, 2026 and March 31, 2025.

Interim results may not be indicative of fiscal year performance because of seasonal and short-term variations.

We have eliminated all material intercompany transactions and balances between entities consolidated in these Financial Statements.

We have eliminated all material intercompany transactions and balances between entities consolidated in these Financial Statements and reclassified certain prior period amounts to conform to our current period presentation.

New Accounting Standards Not Yet Adopted

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We are currently assessing the potential impact that ASU 2025-06 will have on our financial statements and disclosures.

In the 2025 second quarter, we announced that we reached an agreement with citizenM Holding BV and certain of its affiliates (the “seller”) to acquire the citizenM brand and related intellectual property for $ 355 million, and we completed the acquisition in the 2025 third quarter.

In addition, we may pay earn-out payments to the seller up to $ 110 million, based on the future growth of the brand over a specified, multi-year timeframe.

Earn-out payments would not begin until the fourth year following closing of the transaction.

As of September 30, 2025, the citizenM portfolio included 37 open select-service hotels ( 8,789 rooms), which we expect to integrate into our system and platforms in the 2025 fourth quarter.

We accounted for the transaction as an asset acquisition and allocated the cost of the acquisition, including direct and incremental transaction costs, on a relative fair value basis, to an indefinite-lived brand asset of approximately $ 289 million and contract assets, with a weighted-average term of 20 years, totaling $ 60 million .

EARNINGS PER SHARE

The table below illustrates the reconciliation of the earnings and number of shares used in our calculations of basic and diluted earnings per share, the latter of which uses the treasury stock method to calculate the dilutive effect of the Company’s potential common stock:

Three Months Ended Nine Months Ended

(in millions, except per share amounts) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Three Months Ended

(in millions, except per share amounts) March 31, 2026 March 31, 2025

Computation of Basic Earnings Per Share

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STOCK-BASED COMPENSATION

We granted 0.7 million restricted stock units (“RSUs”) during the 2025 first three quarters to certain officers and employees, and those units vest generally over four years in equal annual installments commencing one year after the grant date.

We also granted 0.1 million performance-based RSUs (“PSUs”) in the 2025 first three quarters to certain executives, which are earned subject to continued employment and the satisfaction of certain performance and market conditions based on the degree of achievement of pre-established targets for 2027 adjusted EBITDA performance and relative total stockholder return over the 2025 to 2027 performance period.

RSUs, including PSUs, granted in the 2025 first three quarters had a weighted average grant-date fair value of $ 273 per unit.

We recorded stock-based compensation expense for RSUs and PSUs of $ 50 million in the 2025 third quarter, $ 54 million in the 2024 third quarter, $ 142 million in the 2025 first three quarters, and $ 148 million in the 2024 first three quarters.

Deferred compensation costs for unvested awards for RSUs and PSUs totaled $ 219 million at September 30, 2025 and $ 173 million at December 31, 2024.

Our effective tax rate increased to 26.8 percent for the 2025 third quarter compared to 25.7 percent for the 2024 third quarter, primarily due to a shift in earnings to jurisdictions with higher tax rates.

Our effective tax rate decreased to 23.3 percent for the 2025 first three quarters compared to 24.8 percent for the 2024 first three quarters, primarily due to the current year release of tax reserves, partially offset by a shift in earnings to jurisdictions with higher tax rates.

Our unrecognized tax benefit balance decreased by $ 65 million to $ 118 million at September 30, 2025 from $ 183 million at December 31, 2024, primarily due to the lapse of the statute of limitations on certain tax positions.

Our unrecognized tax benefit balance included $ 108 million at September 30, 2025 and $ 171 million at December 31, 2024 of tax positions that, if recognized, would impact our effective tax rate.

It is reasonably possible that within the next 12 months we will reach resolution of income tax examinations in one or more jurisdictions.

The actual amount of any change to our unrecognized tax benefits could vary depending on the timing and nature of the settlement.

Therefore, an estimate of the change cannot be provided.

We paid cash for income taxes, net of refunds, of $ 792 million in the 2025 first three quarters and $ 729 million in the 2024 first three quarters.

We granted 0.5 million restricted stock units (“RSUs”) during the 2026 first quarter to certain executives and other employees, and those units vest generally over three or four years in equal annual installments commencing one year after the grant date.

We also granted 0.1 million performance-based RSUs (“PSUs”) in the 2026 first quarter to certain executives and other senior-level employees, which are earned subject to continued employment and the satisfaction of certain performance and market conditions based on the degree of achievement of pre-established targets for 2028 adjusted EBITDA performance and relative total stockholder return over the 2026 to 2028 performance period.

RSUs, including PSUs, granted in the 2026 first quarter had a weighted average grant-date fair value of $ 346 per unit.

We recorded stock-based compensation expense for RSUs and PSUs of $ 46 million in the 2026 first quarter and $ 43 million in the 2025 first quarter.

Deferred compensation costs for unvested awards for RSUs and PSUs totaled $ 332 million at March 31, 2026.

Our effective tax rate increased to 24.5 percent for the 2026 first quarter compared to 13.0 percent for the 2025 first quarter, primarily due to the prior year release of tax reserves.

We paid cash for income taxes, net of refunds, of $ 115 million in the 2026 first quarter and $ 73 million in the 2025 first quarter.

COMMITMENTS AND CONTINGENCIES

We present the maximum potential amount of our future guarantee fundings and the carrying amount of our liability for our debt service, operating profit, and other guarantees for which we are the primary obligor at September 30, 2025 in the following table:

(in millions)

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(“Starwood”), reservations database (the “Data Security Incident”).

Working with leading security experts, we determined that there was unauthorized access to the Starwood network since 2014 and that an unauthorized party had copied information from the Starwood reservations database and taken steps towards removing it.

We discontinued use of the Starwood reservations database for business operations at the end of 2018.

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state and Canadian courts related to the incident.

The plaintiffs in the cases that remain pending, who generally purport to represent various classes of consumers, generally claim to have been harmed by alleged actions and/or omissions by the Company in connection with the Data Security Incident and assert a variety of common law and statutory claims seeking monetary damages, injunctive relief, costs and attorneys’ fees, and other related relief.

The active U.S.

cases are consolidated in the U.S.

The plaintiffs in these cases, who generally purport to represent various classes of consumers, generally claim to have been harmed by alleged actions and/or omissions by the Company in connection with the Data Security Incident and assert a variety of common law and statutory claims seeking monetary damages, injunctive relief, costs and attorneys’ fees, and other related relief.

cases were consolidated in the U.S.

District Court for the District of Maryland (the “District Court”), pursuant to orders of the U.S.

Judicial Panel on Multidistrict Litigation (the “MDL”).

On June 3, 2025, the U.S.

Court of Appeals for the Fourth Circuit reversed the District Court’s certification of a class of consumer plaintiffs, holding that a class-action waiver signed by putative class members was enforceable.

We expect to engage in mediation with the consumer plaintiffs in the 2025 fourth quarter.

The Canadian cases have effectively been consolidated into a single case in the province of Ontario.

In 2025, the U.S.

Court of Appeals for the Fourth Circuit reversed the District Court’s certification of a class of consumer plaintiffs for the second time, and some plaintiffs subsequently filed lawsuits in New York state court on an individual basis, alleging violations of New York statutory law and seeking monetary damages, attorneys’ fees, and other related relief.

We are progressing in our mediation discussions with the U.S.

consumer plaintiffs, and we believe it is probable that we will incur losses in relation to these cases.

As of March 31, 2026, we have recorded an accrual for an estimated loss contingency related to these matters, which is not material to our Financial Statements.

The Canadian cases remain pending.

We dispute the allegations in these lawsuits and are vigorously defending against such claims.

In the 2025 third quarter, we reached a settlement in the case brought by the City of Chicago (which was consolidated in the MDL proceeding).

The settlement amount is not material to our Financial Statements.

In addition, most inquiries and investigations by U.S.

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state and foreign governmental authorities have been resolved or no longer appear to be active.

While we believe it is reasonably possible that we may incur losses in excess of the amounts recorded associated with the above-described MDL proceedings or further regulatory investigations related to the Data Security Incident, it is not possible to reasonably estimate the amount of such losses or range of loss in excess of the amounts recorded that might result from adverse judgments, settlements, fines, penalties or other resolution of these proceedings and investigations based on:

(1) in the case of the above-described MDL proceedings, the current stage of these proceedings, the absence of specificity as to alleged damages, the uncertainty as to the certification of a class or classes and the size of any certified class, and the lack of resolution of significant factual and legal issues, and (2) uncertainty regarding further regulatory inquiries or investigations.

Insurance Recoveries

During the 2025 third quarter, we recorded insurance recoveries for costs incurred related to the Data Security Incident, which are not material to our Financial Statements.

We recognize insurance recoveries when they are probable of receipt and present them in our Income Statements in the same caption as the related expense, up to the amount of total expense incurred in prior and current periods.

Insurance recoveries related to the Data Security Incident recorded in the 2025 third quarter are presented in the “Restructuring and merger-related (recoveries) charges, and other” caption of our Income Statements.

While we believe it is reasonably possible that we may incur losses in excess of the amounts recorded associated with the above-described lawsuits or regulatory investigations related to the Data Security Incident, it is not possible to reasonably estimate the amount of such losses or range of loss in excess of the amounts recorded that might result from adverse judgments, settlements, or other resolution of these proceedings based on:

(1) in the case of the above-described lawsuits, the current stage of these proceedings, the absence of specificity as to alleged damages, the uncertainty as to the certification of a class or classes and the size of any certified class, and the lack of resolution of significant factual and legal issues, and (2) uncertainty regarding regulatory inquiries or investigations.

Other Legal Proceedings

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LONG-TERM DEBT

We provide detail on our long-term debt balances, net of discounts, premiums, and debt issuance costs, in the following table as of September 30, 2025 and year-end 2024:

We provide detail on our long-term debt balances, net of discounts, premiums, and debt issuance costs, in the following table as of March 31, 2026 and year-end 2025:

($ in millions)

Interest Rate Effective Interest Rate Face Amount

Balance as of September 30, 2025 Balance as of December 31, 2024

Senior Notes:

Series P Notes, matured October 1, 2025

3.8 % 4.0 % $ 350 $ 350 $ 349

Balance as of March 31, 2026 Balance as of December 31, 2025

Senior Notes (in order of maturity):

Series R Notes, maturing June 15, 2026

3.1 % 3.3 % $ 750 $ 750 $ 749

Series V Notes, matured March 15, 2025

Series LL Notes, maturing September 15, 2026

5.5 % 5.9 % 450 449 449

Series W Notes, maturing October 1, 2034

Series TT Notes, maturing July 15, 2027

4.2 % 4.5 % 400 398 398

Series JJ Notes, maturing October 15, 2027

5.0 % 5.4 % 1,000 994 994

Series X Notes, maturing April 15, 2028

4.0 % 4.2 % 450 448 448

Series MM Notes, maturing October 15, 2028

5.6 % 5.9 % 700 695 694

Series AA Notes, maturing December 1, 2028

4.7 % 4.8 % 300 299 299

Series EE Notes, matured May 1, 2025

Series KK Notes, maturing April 15, 2029

4.9 % 5.3 % 800 791 790

Series FF Notes, maturing June 15, 2030

Series NN Notes, maturing May 15, 2029

4.9 % 5.3 % 500 494 493

Series GG Notes, maturing October 15, 2032

Series PP Notes, maturing March 15, 2030

4.8 % 5.0 % 500 496 496

Series HH Notes, maturing April 15, 2031

Series FF Notes, maturing June 15, 2030

4.6 % 4.8 % 1,000 993 992

Series II Notes, maturing October 15, 2033

Series HH Notes, maturing April 15, 2031

2.9 % 3.0 % 1,100 1,094 1,094

Series JJ Notes, maturing October 15, 2027

Series UU Notes, maturing October 15, 2031

4.5 % 4.9 % 500 491 491

Series KK Notes, maturing April 15, 2029

Series RR Notes, maturing April 15, 2032

5.1 % 5.4 % 500 493 493

Series LL Notes, maturing September 15, 2026

Series GG Notes, maturing October 15, 2032

3.5 % 3.7 % 1,000 991 990

Series MM Notes, maturing October 15, 2028

Series WW Notes, maturing May 1, 2033

4.5 % 4.8 % 600 590 —

Series NN Notes, maturing May 15, 2029

Series II Notes, maturing October 15, 2033

2.8 % 2.8 % 700 695 695

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5.3 % 5.6 % 1,000 982 982

Series PP Notes, maturing March 15, 2030

Series W Notes, maturing October 1, 2034

4.5 % 4.1 % 278 286 287

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5.4 % 5.5 % 1,000 987 987

Series RR Notes, maturing April 15, 2032

Series VV Notes, maturing October 15, 2035

5.3 % 5.5 % 600 586 588

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5.5 % 5.7 % 1,500 1,473 1,475

Series TT Notes, maturing July 15, 2027

4.2 % 4.5 % 400 398 —

Series UU Notes, maturing October 15, 2031

4.5 % 4.9 % 500 491 —

Series VV Notes, maturing October 15, 2035

Series XX Notes, maturing May 1, 2038

5.1 % 5.3 % 850 825 —

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$ 15,320 $ 14,995

We paid cash for interest, net of amounts capitalized, of $ 403 million in the 2025 first three quarters and $ 350 million in the 2024 first three quarters.

We paid cash for interest, net of amounts capitalized, of $ 77 million in the 2026 first quarter and $ 87 million in the 2025 first quarter.

We are party to a $ 4.5 billion multicurrency revolving credit agreement (as amended, the “Credit Facility”).

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The Credit Facility expires on December 14,

In August 2025, we issued $ 400 million aggregate principal amount of 4.200 percent Series TT Notes due July 15, 2027 (the “Series TT Notes”), $ 500 million aggregate principal amount of 4.500 percent Series UU Notes due October 15, 2031 (the “Series UU Notes”), and $ 600 million aggregate principal amount of 5.250 percent Series VV

Notes due October 15, 2035 (the “Series VV Notes”).

We will pay interest on the Series TT Notes in January and July of each year, commencing in January 2026.

We will pay interest on the Series UU Notes and Series VV Notes in April and October of each year, commencing in April 2026.

In connection with the offering, we entered into interest rate swap agreements, which have the economic effect of converting $ 500 million of the Series VV Notes into floating rate debt with a variable interest rate of SOFR plus approximately 1.44 percent.

Net proceeds from the offering of the Series TT Notes, Series UU Notes, and Series VV Notes were approximately $ 1.477 billion, after deducting the underwriting discount and expenses, and were made available for general corporate purposes, including working capital, capital expenditures, acquisitions, stock repurchases, or repayment of outstanding indebtedness.

In February 2025, we issued $ 500 million aggregate principal amount of 5.100 percent Series RR Notes due April 15, 2032 (the “Series RR Notes”) and $ 1.5 billion aggregate principal amount of 5.500 percent Series SS Notes due April 15, 2037 (the “Series SS Notes”).

We pay interest on the Series RR Notes and Series SS Notes in April and October of each year.

In connection with the offering, we entered into interest rate swap agreements, which have the economic effect of converting $ 700 million of the Series SS Notes into floating rate debt with a variable interest rate of SOFR plus approximately 1.49 percent.

Net proceeds from the offering of the Series RR Notes and Series SS Notes were approximately $ 1.960 billion, after deducting the underwriting discount and expenses, and were made available for general corporate purposes, including working capital, capital expenditures, acquisitions, stock repurchases, or repayment of outstanding indebtedness.

FAIR VALUE OF FINANCIAL INSTRUMENTS

We believe that the fair values of our current assets and current liabilities approximate their reported carrying amounts.

We present the carrying amounts and the fair values of noncurrent financial assets and liabilities that qualify as financial instruments in the following table:

September 30, 2025 December 31, 2024

(in millions) Carrying Amount Fair Value Carrying Amount Fair Value

Notes receivable

$ 153 $ 151 $ 136 $ 133

Total noncurrent financial assets $ 153 $ 151 $ 136 $ 133

Senior Notes $ ( 13,694 ) $ ( 13,772 ) $ ( 11,419 ) $ ( 11,083 )

Commercial paper ( 618 ) ( 618 ) ( 1,582 ) ( 1,582 )

Total noncurrent financial liabilities $ ( 14,312 ) $ ( 14,390 ) $ ( 13,001 ) $ ( 12,665 )

Fair Value of Financial Instruments and the “Fair Value Measurements” caption of Note 2.

Summary of Significant Accounting Policies of our 2024 Form 10-K for more information on the input levels we use in determining fair value.

In February 2026, we issued $ 600 million aggregate principal amount of 4.500 percent Series WW Notes due May 1, 2033 (the “Series WW Notes”) and $ 850 million aggregate principal amount of 5.100 percent Series XX Notes due May 1, 2038 (the “Series XX Notes”).

We will pay interest on the Series WW Notes and Series XX Notes in May and November of each year, commencing in November 2026.

In connection with the offering, we entered into interest rate swap agreements, which have the economic effect of converting $ 350 million of the Series XX Notes into floating rate debt with a variable interest rate of SOFR plus approximately 1.33 percent, and an additional $ 150 million of the Series XX Notes into floating rate debt with a variable interest rate of SOFR plus approximately 1.35 percent.

Net proceeds from the offering of the Series WW Notes and Series XX Notes were approximately $ 1.425 billion, after deducting the underwriting discount and expenses, and were made available for general corporate purposes, including working capital, capital expenditures, acquisitions, stock repurchases, or repayment of outstanding indebtedness.

We determine the fair value of our Senior Notes using quoted market prices, which are directly observable Level 1 inputs.

As of March 31, 2026 and year-end 2025, the fair value of our noncurrent Senior Notes was $ 15,005 million (carrying amount of $ 15,101 million) and $ 13,836 million (carrying amount of $ 13,686 million), respectively.

The carrying amount of our commercial paper borrowings approximates fair value due to their short maturity and because they bear interest at a market rate.

See the “Fair Value Measurements” caption of Note 2 and Note 12 of our 2025 Form 10-K for more information on the input levels we use in determining fair value.

PLANNED DISPOSITION

In the 2026 second quarter, a U.S.

& Canada hotel met the accounting criteria to be designated as an asset held for sale.

We determined that the carrying amount of the hotel exceeded its fair value less costs to sell, based on a purchase and sale agreement with a third-party buyer.

Consequently, we expect to record an impairment charge of approximately $ 65 million to $ 70 million in the “Depreciation, amortization, and other” caption of our Income Statements in the 2026 second quarter.

We expect to sell the hotel later in the 2026 second quarter, and we expect to continue to operate the hotel under a long-term management agreement.

ACCUMULATED OTHER COMPREHENSIVE LOSS AND STOCKHOLDERS’ DEFICIT

The following tables detail the accumulated other comprehensive loss activity for the 2025 first three quarters and 2024 first three quarters:

The following tables detail the accumulated other comprehensive loss activity for the 2026 first quarter and 2025 first quarter:

(in millions) Foreign Currency Translation Adjustments Other Adjustments Accumulated Other Comprehensive Loss

Balance at year-end 2025

Other comprehensive income (loss) (1)

$ ( 649 ) $ 7 $ ( 642 )

Balance at September 30, 2025 $ ( 677 ) $ 4 $ ( 673 )

Other comprehensive (loss) income (1)

( 81 ) 8 ( 73 )

Balance at March 31, 2026 $ ( 730 ) $ 15 $ ( 715 )

(in millions) Foreign Currency Translation Adjustments Other Adjustments Accumulated Other Comprehensive Loss

Balance at year-end 2024

Other comprehensive loss (1)

$ ( 1,091 ) $ 28 $ ( 1,063 )

Balance at September 30, 2024 $ ( 716 ) $ 2 $ ( 714 )

(1) Other comprehensive income (loss) includes intra-entity foreign currency transactions that are of a long-term investment nature, which resulted in losses of $ 72 million for the 2025 first three quarters and $ 2 million for the 2024 first three quarters.

The following tables detail the changes in common shares outstanding and stockholders’ deficit for the 2025 first three quarters and 2024 first three quarters:

(in millions, except per share amounts)

Common Shares Outstanding

Total Class A Common Stock Additional Paid-in-Capital Retained Earnings Treasury Stock, at Cost Accumulated Other Comprehensive Loss

276.7 Balance at year-end 2024 $ ( 2,992 ) $ 5 $ 6,179 $ 16,531 $ ( 24,644 ) $ ( 1,063 )

— Net income 665 — — 665 — —

— Other comprehensive income 101 — — — — 101

— Dividends ($ 0.63 per share)

Other comprehensive income (loss) (1)

112 ( 11 ) 101

1.1 Stock-based compensation plans ( 13 ) — ( 44 ) — 31 —

( 2.8 ) Purchase of treasury stock ( 755 ) — — — ( 755 ) —

Balance at March 31, 2025 $ ( 979 ) $ 17 $ ( 962 )

$ ( 3,168 ) $ 5 $ 6,135 $ 17,022 $ ( 25,368 ) $ ( 962 )

— Net income 763 — — 763 — —

— Other comprehensive income 288 — — — — 288

— Dividends ($ 0.67 per share)

( 183 ) — — ( 183 ) — —

( 0.1 ) Stock-based compensation plans 58 — 58 — — —

( 2.8 ) Purchase of treasury stock ( 722 ) — — — ( 722 ) —

272.1 Balance at June 30, 2025

$ ( 2,964 ) $ 5 $ 6,193 $ 17,602 $ ( 26,090 ) $ ( 674 )

— Net income 728 — — 728 — —

— Other comprehensive income 1 — — — — 1

— Dividends ($ 0.67 per share)

( 182 ) — — ( 182 ) — —

0.3 Stock-based compensation plans 105 — 98 — 7 —

( 3.0 ) Purchase of treasury stock ( 807 ) — — — ( 807 ) —

269.4 Balance at September 30, 2025

$ ( 3,119 ) $ 5 $ 6,291 $ 18,148 $ ( 26,890 ) $ ( 673 )

(1) Other comprehensive (loss) income includes intra-entity foreign currency transactions that are of a long-term investment nature, which resulted in gains of $ 17 million for the 2026 first quarter and losses of $ 19 million for the 2025 first quarter.

The following tables detail the changes in common shares outstanding and stockholders’ deficit for the 2026 first quarter and 2025 first quarter:

(in millions, except per share amounts)

Common Shares Outstanding

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$ ( 4,092 ) $ 5 $ 6,311 $ 18,884 $ ( 28,577 ) $ ( 715 )

— Net income 772 — — 772 — —

— Other comprehensive loss ( 111 ) — — — — ( 111 )

— Dividends ($ 0.63 per share)

( 179 ) — — ( 179 ) — —

— Stock-based compensation plans 53 — 52 — 1 —

( 4.1 ) Purchase of treasury stock ( 1,010 ) — — — ( 1,010 ) —

282.9 Balance at June 30, 2024

Common Shares Outstanding

Total Class A Common Stock Additional Paid-in-Capital Retained Earnings Treasury Stock, at Cost Accumulated Other Comprehensive Loss

276.7 Balance at year-end 2024

$ ( 2,992 ) $ 5 $ 6,179 $ 16,531 $ ( 24,644 ) $ ( 1,063 )

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( 2.8 ) Purchase of treasury stock ( 755 ) — — — ( 755 ) —

278.6 Balance at September 30, 2024

275.0 Balance at March 31, 2025

$ ( 3,168 ) $ 5 $ 6,135 $ 17,022 $ ( 25,368 ) $ ( 962 )

CONTRACTS WITH CUSTOMERS

Our current and noncurrent liability for guest loyalty program increased by $ 301 million, to $ 7,820 million at September 30, 2025, from $ 7,519 million at December 31, 2024, primarily reflecting points earned by members.

The increase was partially offset by $ 2,589 million of revenue recognized in the 2025 first three quarters, that was deferred as of December 31, 2024.

Our allowance for credit losses was $ 221 million at September 30, 2025 and $ 199 million at December 31, 2024.

Our current and noncurrent liability for guest loyalty program increased by $ 206 million, to $ 8,198 million at March 31, 2026, from $ 7,992 million at December 31, 2025, primarily reflecting points earned by members.

The increase was partially offset by $ 870 million of revenue recognized in the 2026 first quarter, that was deferred as of December 31, 2025.

Our allowance for credit losses was $ 213 million at March 31, 2026 and $ 212 million at December 31, 2025.

BUSINESS SEGMENTS

2 unchanged sentences

Our Caribbean & Latin America (“CALA”) operating segment does not meet the applicable accounting criteria for separate disclosure as a reportable business segment, and as such, we include its results in “Unallocated corporate and other.”

Our President and Chief Executive Officer, who is our “chief operating decision maker” (“CODM”), evaluates the performance of our operating segments using “segment profits,” which is based largely on the results of the segment without allocating corporate expenses, income taxes, indirect general, administrative, and other expenses, or restructuring and merger-related recoveries/charges, and other expenses.

We assign gains and losses, equity in earnings or losses, and direct general, administrative, and other expenses to each of our segments.

“Unallocated corporate and other” includes a portion of our revenues (such as fees we receive from our credit card programs and timeshare licensing agreements), revenues and expenses for our Loyalty Program, general, administrative, and other expenses, restructuring and merger-related recoveries/charges, and other expenses, equity in earnings or losses, and other gains or losses that we do not allocate to our segments, as well as results of our CALA operating segment.

Our President and Chief Executive Officer, who is our “chief operating decision maker” (“CODM”), evaluates the performance of our operating segments using “segment profits,” which is based largely on the results of the segment without allocating corporate expenses, income taxes, indirect general and administrative expenses, or restructuring and merger-related charges, and other expenses.

We assign gains and losses, equity in earnings or losses, and direct general and administrative expenses to each of our segments.

“Unallocated corporate and other” includes a portion of our revenues (such as fees we receive from our credit card programs and timeshare licensing agreements), revenues and expenses for our Loyalty Program, indirect general and administrative expenses, restructuring and merger-related charges, and other expenses, equity in earnings or losses, and other gains or losses that we do not allocate to our segments, as well as results of our CALA operating segment.

Our CODM uses segment profits to allocate resources (including employees and investment spending) to each segment, primarily as part of the annual budget process.

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Segment Revenues, Expenses, and Profits

The following tables present our revenues (disaggregated by segment and major revenue stream), segment expenses, and segment profits for the 2025 third quarter, 2024 third quarter, 2025 first three quarters, and 2024 first three quarters:

Three Months Ended September 30, 2025

The following tables present our revenues (disaggregated by segment and major revenue stream), segment expenses, and segment profits for the 2026 first quarter and 2025 first quarter:

Three Months Ended March 31, 2026

(in millions) U.S.

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Total reportable segment revenue 4,955 507 152 287

Owned, leased, and other - direct

Depreciation, amortization, and other 23 9 5 2

General, administrative, and other 40 32 15 19

Reimbursed expenses 3,903 284 74 131

Other segment items (primarily non-operating income and expenses) ( 1 ) ( 2 ) ( 1 ) —

Total reportable segment profit $ 680 $ 158 $ 44 $ 63

Three Months Ended September 30, 2024

(in millions) U.S.

& Canada EMEA Greater China APEC

Gross fee revenues $ 747 $ 153 $ 62 $ 82

Contract investment amortization ( 19 ) ( 3 ) — ( 2 )

Net fee revenues 728 150 62 80

Owned, leased, and other revenue 95 169 5 30

Cost reimbursement revenue 3,773 316 75 120

Total reportable segment revenue 4,596 635 142 230

Owned, leased, and other - direct

Depreciation, amortization, and other 21 9 2 2

General, administrative, and other 59 25 14 15

Reimbursed expenses 3,820 317 76 120

Other segment items (primarily non-operating income and expenses) ( 3 ) — 1 —

Total reportable segment profit $ 617 $ 152 $ 46 $ 66

Nine Months Ended September 30, 2025

(in millions) U.S.

& Canada EMEA Greater China APEC

Gross fee revenues $ 2,249 $ 458 $ 188 $ 267

Contract investment amortization ( 60 ) ( 13 ) ( 1 ) ( 4 )

Net fee revenues 2,189 445 187 263

Owned, leased, and other revenue 390 439 21 110

Cost reimbursement revenue 11,822 898 222 393

Total reportable segment revenue 14,401 1,782 430 766

Owned, leased, and other - direct 292 373 13 93

Owned, leased, and other expense

121 120 10 41

Depreciation, amortization, and other 24 10 3 2

General, administrative, and other 120 99 46 53

General and administrative

Reimbursed expenses 4,134 279 84 155

1 unchanged sentence

Total reportable segment profit $ 646 $ 72 $ 45 $ 71

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

(in millions) U.S.

6 unchanged sentences

Total reportable segment revenue 4,698 514 136 263

Owned, leased, and other - direct 240 369 10 84

Owned, leased, and other expense

Depreciation, amortization, and other 27 10 2 2

General, administrative, and other 145 80 41 47

General and administrative

Reimbursed expenses 3,888 288 70 133

1 unchanged sentence

Total reportable segment profit $ 644 $ 74 $ 45 $ 80

The following table presents reconciliations of our total reportable segment revenue and profit to consolidated revenue and income before income taxes for the 2025 third quarter, 2024 third quarter, 2025 first three quarters, and 2024 first three quarters:

Three Months Ended Nine Months Ended

(in millions) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

The following table presents reconciliations of our total reportable segment revenue and profit to consolidated revenue and income before income taxes for the 2026 first quarter and 2025 first quarter:

Three Months Ended

(in millions) March 31, 2026 March 31, 2025

Reconciliation of revenue

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Unallocated corporate and other

746 652 2,117 1,919

Consolidated revenue

2 unchanged sentences

Total reportable segment profit

$ 945 $ 881 $ 2,860 $ 2,759

Unallocated corporate and other 228 104

1 unchanged sentence

Consolidated income before income taxes

$ 994 $ 786 $ 2,812 $ 2,553

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements