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Item 9A. Controls and Procedures

2025-09-29 compared with 2024-09-26 · 49 added, 16 removed, 265 unchanged (20% of the section changed)

17 unchanged sentences

Our assessment of and conclusion on the effectiveness of our internal control over financial reporting as of July 31, 2024 did not include certain elements of the internal controls of Crans-Montana.

This exclusion is in accordance with the Securities and Exchange Commission’s general guidance that an assessment of a recently acquired business may be omitted from our scope in the year of acquisition.

On August 3, 2022, we completed our acquisition of Andermatt-Sedrun.

Andermatt-Sedrun was not previously subject to the rules and regulations promulgated under Sarbanes-Oxley and accordingly was not required to establish and maintain an internal control infrastructure meeting the standards promulgated under Sarbanes-Oxley.

Our assessment of and conclusion on the effectiveness of our internal control over financial reporting as of July 31, 2023 did not include certain elements of the internal controls of Andermatt-Sedrun.

However, as of July 31, 2024, Andermatt-Sedrun is now included within our assessment of and conclusion on the effectiveness of our internal control over financial reporting.

Excluding Crans-Montana and Andermatt-Sedrun, there were no changes in the Company’s internal control over financial reporting during the year ended July 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

However, as of July 31, 2025, Crans-Montana is now included within our assessment of and conclusion on the effectiveness of our internal control over financial reporting.

Excluding the addition of Crans-Montana, there were no changes in the Company’s internal control over financial reporting during the year ended July 31 , 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION.

Director and Officer Rule 10b5-1 Trading Arrangements

During the three months ended July 31, 2024, none of the Company’s directors or “officers” (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified or terminated “Rule 10b5-1 trading arrangements” or “non-Rule 10b5-1 trading arrangements” (each as defined in Item 408 of Regulation S-K).

During the three months ended July 31 , 2025 , the following directors or executive officers adopted, modified or terminated contracts, instructions or written plans for the purchase or sale of our common stock that were intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or “non-Rule 10b5-1 trading arrangements”:

Title Action Adoption/

Termination Date Expiration Date Rule 10b5-1 Non-Rule 10b5-1 Aggregate Number of Securities to be Purchased or Sold

William Rock President, Mountain Division Termination June 9, 2025 September 25, 2025 X 2,112

(1) On June 9, 2025, William Rock, the Company’s President, Mountain Division, terminated his pre-existing trading plan (adopted March 13, 2025), which provided for the sale of up to 2,112 shares underlying share appreciation rights

(awarded on September 25, 2015 and expiring on September 25, 2025), with an initial expiration date of September 25, 2025.

Whistler Credit Agreement

On September 24, 2025, we entered into the First Amending Agreement to the Whistler Credit Agreement (the “Amendment”).

The Amendment (i) extended the maturity date to September 24, 2030;

(ii) reduced the total commitment from C$300.0 million to C$250.0 million;

(iii) amended the financial reporting covenants to provide that Whistler Blackcomb Holdings, Inc.

deliver unaudited, rather than audited, consolidated yearly financial statements;

(iv) with regard to available interest rates for borrowings under the facility, replaced existing Canadian Dollar Offered Rate (“CDOR”) provisions with Canadian Overnight Repo Rate Average ("CORRA") provisions to address the discontinuation of CDOR which occurred in June 2024;

and (v) incorporated contractual recognition of EU bail-in clauses, and (vi) required interest payments be payable monthly, rather than quarterly, on Prime Rate and Base Rate Advances.

No other significant terms of the agreement were amended.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.20 hereto and is incorporated by reference herein.

DISCLOSURE REPORTING REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

58 unchanged sentences

for the quarter ended October 31, 2020 (File No.

4.4 Indenture, dated July 2, 2025, by and among Vail Resorts, Inc., the Guarantors named therein and U.S.

Bank Trust Company, National Association, as Trustee.

(Incorporated by reference to Exhibit 4.1 of Form 8-K of Vail Resorts, Inc., Filed on July 2, 2025).

10.1 Forest Service Unified Permit for Heavenly ski area, dated April 29, 2002 (File No.

Number Description

10.2(a) Forest Service Unified Permit for Keystone ski area, dated December 30, 1996.

9 unchanged sentences

for the year ended July 31, 2005) (File No.

Number Description

10.2(d) Amendment No.

80 unchanged sentences

filed on November 1, 2021) (File No.

10.9* Severance Agreement, dated May 26, 2025 (Incorporated by reference to Exhibit 10.1 to the report on Form 8-K of Vail Resorts, Inc.

filed on May 27, 2025) (File No.

10.10 Form of Indemnification Agreement.

5 unchanged sentences

filed on May 30, 2013) (File No.

Number Description

10.12 Guaranty of Vail Resorts, Inc., dated May 29, 2013, in connection with the Master Agreement of Lease between VR CPC Holdings, Inc.

5 unchanged sentences

for the quarter ended October 31, 2023) (File No.

Number Description

10.14* Vail Resorts, Inc.

7 unchanged sentences

as administrative agent, U.S.

Bank National Association and Wells Fargo, National Association as co-syndication Agents, and the Lenders party thereto (Incorporated by reference to Exh ibit 10.1 on Form 10-Q o f Vail Resorts, I nc.

Bank National Association and Wells Fargo, National Association as co-syndication Agents, and the Lenders party thereto (Incorporated by reference to Exhibit 10.1 on Form 10-Q of Vail Resorts, Inc.

for the quarter ended April 30, 2024) (File No.

10.18 First Amendment to the Ninth Amended and Restated Credit Agreement, dated as of January 27, 2025, between Vail Holdings, Inc., as borrower, Vail Resorts, Inc.

and certain subsidiaries of Vail Resorts, Inc., as guarantors, and Bank of America, N.A., as administrative agent, on its own behalf and on the behalf of the Lenders party thereto.

(Incorporated by reference to Exhibit 10.4 on Form 10-Q of Vail Resorts, Inc.

for the quarter ended January 31, 2025) (File No.

10.19 Second Amended and Restated Credit Agreement, dated as of April 14, 2023, among Whistler Mountain Resort Limited Partnership and Blackcomb Skiing Enterprises Limited Partnership, as borrowers, the Guarantors Party hereto, the Financial Institutions named herein, The Toronto-Dominion Bank, as administrative agent, on its own behalf and on behalf of the Lenders (Incorporated by reference to Exhibit 10.1 on Form 10-Q of Vail Resorts, Inc.

for the quarter ended April 30, 2023) (File No.

10.20 First Amending Agreement to the Whistler Second Amended and Restated Senior Credit Agreement, dated as of September 24, 2025, among Whistler Mountain Resort Limited Partnership and Blackcomb Skiing Enterprises Limited Partnership, as borrowers, the Guarantors Party hereto, the Financial Institutions named herein.

The Toronto-Dominion Bank, as administrative agent, on its own behalf of the Lenders.

10.21 Whistler Mountain Master Development Agreement, dated as of February 23, 2017, between Her Majesty the Queen in Right of the Province of British Columbia and Whistler Mountain Resort Limited Partnership (Incorporated by reference to Exhibit 10.1 on Form 8-K of Vail Resorts, Inc.

5 unchanged sentences

for the quarter ended October 31, 2023) (File No.

10.24* Form of Restricted Share Unit Agreement.

(Incorporated by reference to Exhibit 10.1 on Form 10-Q of Vail Resorts, Inc.

for the quarter ended January 31, 2025) (File No.

10.25* Form of Share Appreciation Rights Agreement.

(Incorporated by reference to Exhibit 10.2 on Form 10-Q of Vail Resorts, Inc.

for the quarter ended January 31, 2025) (File No.

10.26* Vail Resorts, Inc.

2024 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.1 on Form 8-K of Vail Resorts, Inc.

filed on December 9, 2024 (File No.

19.1 Vail Resorts, Inc.

Fifth Amended and Restated Insider Trading Compliance Program.

(Incorporated by reference to Exhibit 19.1 on Form 10-K of Vail Resorts, Inc.

for the year ended July 31, 2024) (File No.

21 Subsidiaries of Vail Resorts, Inc.

7 unchanged sentences

97.1 Amended Executive Compensation Clawback Policy dated October 2, 2023.

(Incorporated by reference to Exhibit 97.1 on Form 10-K of Vail Resorts, Inc.

for the year ended July 31, 2024) (File No.

101.INS XBRL Instance Document - the instance document does not appear in the interactive data file as its XBRL tags are embedded within the inline XBRL document.

2 unchanged sentences

101.DEF XBRL Definition Linkbase Document.

Number Description

101.LAB XBRL Label Linkbase Document.

21 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on September 29, 2025.

/s/ Kirsten A.

Lynch Chief Executive Officer

Lynch (Principal Executive Officer)

/s/ Robert A.

Katz Chief Executive Officer & Chairperson of the Board

Katz (Principal Executive Officer)

/s/ Angela A.

3 unchanged sentences

Nathan Gronberg (Principal Accounting Officer)

/s/ Robert A.

Katz Executive Chairperson of the Board

Katz Director

/s/ Reginald Chambers

14 unchanged sentences

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-K

Item 9A. Controls and Procedures