What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-18 compared with 2025-02-19 · 383 added, 286 removed, 1464 unchanged (31% of the section changed)

29 unchanged sentences

Segment Information 95

COVID-19 Related Items 95

Impairments and Other Charges 100

2 unchanged sentences

Related Party Transactions 104

Subsequent Events 104

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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A qualitative assessment is also performed by the Company which considers whether any external economic conditions or internal portfolio characteristics indicate an adjustment is necessary to reflect expected impacts on the contract receivable portfolio.

Given the level of difficulty required to accurately predict losses over the life of the contract receivables, including the determination of any qualitative adjustments, auditing the allowance for loan losses involved especially complex and subjective judgements.

How the Critical Audit Matter Was Addressed in the Audit

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General and administrative 498 475 454

Cost of vacation ownership interests 273 92 133

Consumer financing interest 135 136 112

Depreciation and amortization 124 115 112

Cost of vacation ownership interests 92 133 157

Restructuring 19 16 26

Asset impairments, net 10 3 —

COVID-19 related costs — — 2

Total expenses 3,468 3,131 3,028

2 unchanged sentences

Interest expense 232 249 251

Interest (income) ( 14 ) ( 13 ) ( 6 )

Other (income), net ( 7 ) ( 15 ) ( 3 )

Interest (income) ( 9 ) ( 14 ) ( 13 )

Income before income taxes 337 513 485

22 unchanged sentences

Defined benefit pension plans, net of tax — — 1

Other comprehensive (loss)/income, net of tax ( 42 ) 9 ( 31 )

Other comprehensive income/(loss), net of tax 46 ( 42 ) 9

Comprehensive income attributable to Travel + Leisure Co.

29 unchanged sentences

Treasury stock, at cost – 162,880,360 shares as of 2025 and 157,476,502 shares as of 2024

( 7,735 ) ( 7,433 )

Additional paid-in capital 4,405 4,328

16 unchanged sentences

Provision for loan losses 484 432 348

Inventory write-downs and impairments 216 — —

Depreciation and amortization 124 115 112

Stock-based compensation 57 41 38

Deferred income taxes 26 8 ( 4 )

Non-cash interest 24 25 22

2 unchanged sentences

Loss on sale of business — — 2

Deferred income taxes ( 21 ) 26 8

Other, net ( 8 ) ( 1 ) ( 3 )

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Property and equipment additions ( 117 ) ( 81 ) ( 74 )

Proceeds from sale of investments 21 — —

Purchases of investments ( 19 ) — —

Acquisitions, net of cash acquired ( 1 ) ( 44 ) ( 6 )

2 unchanged sentences

Net cash used in investing activities - continuing operations ( 107 ) ( 125 ) ( 80 )

Net cash provided by/(used in) investing activities - discontinued operations 1 — ( 5 )

Net cash provided by investing activities - discontinued operations — 1 —

Net cash used in investing activities ( 107 ) ( 124 ) ( 80 )

2 unchanged sentences

Principal payments on non-recourse vacation ownership debt ( 1,715 ) ( 1,743 ) ( 1,823 )

Proceeds from debt 1,910 1,732 240

Principal payments on debt ( 1,724 ) ( 1,741 ) ( 246 )

Proceeds from notes issued and term loan — 299 293

Repayment of notes and term loans ( 307 ) ( 405 ) ( 3 )

Proceeds from debt, notes issued, and term loans 2,673 1,910 2,031

Principal payments on debt, notes, and term loans ( 2,676 ) ( 2,031 ) ( 2,146 )

Repurchase of common stock ( 301 ) ( 234 ) ( 309 )

1 unchanged sentence

Debt issuance/modification costs ( 27 ) ( 20 ) ( 22 )

Payment of deferred acquisition consideration ( 9 ) ( 14 ) ( 19 )

Net share settlement of incentive equity awards ( 14 ) ( 9 ) ( 10 )

Payment of deferred acquisition consideration — ( 9 ) ( 14 )

Repayments of vacation ownership inventory arrangement — — ( 6 )

Proceeds from vacation ownership inventory arrangement 25 — —

Proceeds from issuance of common stock 34 15 9

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Net income — — — — 396 — — 396

Other comprehensive loss — — — — — ( 31 ) — ( 31 )

Other comprehensive income — — — — — 9 — 9

Issuance of shares for RSU vesting 0.6 — — — — — — —

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Dividends ($ 1.80 per share)

— — — — ( 137 ) — — ( 137 )

Non-controlling interest ownership change — — — — — — ( 8 ) ( 8 )

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Net income — — — — 411 — — 411

Other comprehensive income — — — — — 9 — 9

Issuance of shares for RSU vesting 0.6 — — — — — — —

Other comprehensive loss — — — — — ( 42 ) — ( 42 )

Stock option exercises 0.2 — — 6 — — — 6

Issuance of shares for RSU/PSU vesting 0.5 — — — — — — —

Net share settlement of stock-based compensation — — — ( 9 ) — — — ( 9 )

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Dividends ($ 2.00 per share)

Non-controlling interest ownership change — — — — — — ( 8 ) ( 8 )

— — — — ( 144 ) — — ( 144 )

Other — — ( 2 ) 2 — — — —

1 unchanged sentence

Net income — — — — 230 — — 230

Other comprehensive loss — — — — — ( 42 ) — ( 42 )

Other comprehensive income — — — — — 46 — 46

Stock option exercises 0.5 — — 24 — — — 24

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Dividends ($ 2.24 per share)

— — — — ( 152 ) — — ( 152 )

Non-controlling interest ownership change — — — — — — ( 2 ) ( 2 )

Other — — ( 2 ) — — — — ( 2 )

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The Company will also consolidate an entity not deemed a VIE upon determination that the Company has a controlling financial interest.

For entities where the Company does not have a controlling financial interest, the investments in such entities are accounted for using the equity or cost method, as appropriate.

For entities where the Company does not have a controlling financial interest, the investments in such entities are accounted for using the equity or fair value method, as appropriate.

REVENUE RECOGNITION

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For additional details on the Company’s vacation ownership contract receivables, including information on the related allowances, see Note 9— Vacation Ownership Contract Receivables.

Inventory primarily consists of completed VOIs, VOIs under construction, land held for future VOI development, vacation exchange credits, and real estate interests sold subject to conditional repurchase.

Inventory primarily consists of completed VOIs, VOIs under construction, land held for future VOI development, vacation exchange credits, and real estate interests subject to financing arrangements.

The Company applies the relative sales value method for relieving VOI inventory and recording the related cost of sales.

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Amortization of leasehold improvements, also recorded as a component of Depreciation and amortization, is computed utilizing the straight-line method over the lesser of the estimated benefit period of the related assets or the lease terms.

Useful lives are generally 30 years for buildings, up to 20 years for leasehold improvements, up to 30 years for vacation rental properties, and range from two to seven years for furniture, fixtures and equipment.

Useful lives are generally 30 years for buildings, up to 20 years for leasehold improvements, up to 30 years for vacation rental properties, and range from three to seven years for furniture, fixtures and equipment.

The Company capitalizes the costs of software developed for internal use in accordance with the guidance for accounting for costs of computer software developed or obtained for internal use.

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The net carrying value of software developed or obtained for internal use was $ 162 million and $ 156 million as of December 31, 2025 and 2024.

Capitalized interest was $ 1 million, less than $ 1 million, and $ 1 million during 2024, 2023, and 2022.

Capitalized interest was $ 1 million, $ 1 million, and less than $ 1 million during 2025, 2024, and 2023.

DERIVATIVE INSTRUMENTS

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RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Business Combinations—Joint Venture Formations .

In August 2023, the Financial Accounting Standards Board (“FASB”) issued guidance to address the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements.

The guidance was issued in an effort to reduce diversity in practice and requires a joint venture to initially measure its assets and liabilities at fair value on the formation date.

This guidance is effective prospectively for all joint ventures within the scope of the standard that are formed on or after January 1, 2025.

Existing joint ventures have the option to apply the guidance retrospectively.

Early adoption is permitted.

The Company is currently evaluating the impact of the adoption of this guidance on its financial statements and related disclosures.

Disclosure Improvements .

In October 2023, the FASB issued guidance to modify the disclosure and presentation requirements of a variety of topics in the codification.

In October 2023, the Financial Accounting Standards Board (“FASB”) issued guidance to modify the disclosure and presentation requirements of a variety of topics in the codification.

Among other updates, amendments specific to the Company include updates to disclosure requirements related to derivative instruments, diluted earnings per share, commitments, and amounts and terms of unused lines of credit.

The effective date for each amendment will be the date on which the Securities and Exchange Commission’s (“SEC”) removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited.

The Company will monitor updates to the regulations as they become effective and will adjust its disclosures in future filings, as required.

Improvements to Income Tax Disclosures.

In December 2023, the FASB issued guidance to enhance the transparency and decision usefulness of income tax disclosures through improvements in rate reconciliation and income taxes paid information.

Among other provisions, this guidance requires public entities to disclose specific categories in the rate reconciliation, using both percentages and reporting currency amounts, and present cash taxes paid on a disaggregated basis.

This guidance is effective for annual periods beginning after December 15, 2024.

Early adoption is permitted.

This guidance is expected to only affect disclosures and will be incorporated into the Company’s filings once effective.

The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited.

The Company will monitor updates to the regulations as they become effective and adjust its disclosures as needed in future filings.

Disaggregation of Disclosures About Income Statement Expenses.

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The Company is currently evaluating the impact of the adoption of this guidance on its financial statements and related disclosures.

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity.

In May 2025, the FASB issued guidance to revise current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a VIE that meets the definition of a business.

The amendments require that an entity consider the same factors that are currently required for determining which entity is the accounting acquirer in other acquisition transactions.

Previously, the accounting acquirer in such transactions was always the primary beneficiary.

This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years.

Early adoption is permitted.

The Company is currently evaluating the impact of the adoption of this guidance on its financial statements and related disclosures.

Financial Instruments—Credit Losses.

In July 2025, the FASB issued new guidance amending the manner in which credit losses for accounts receivable and contract assets are determined.

For public companies, the guidance introduces a practical expedient for estimating expected credit losses on current accounts receivable and current contract assets.

Under this expedient, entities may assume that conditions existing at the balance sheet date will persist for the remaining life of the asset, which simplifies the estimation process by eliminating the need to forecast future economic conditions for these short-term assets.

This guidance is effective for fiscal years beginning after December 15, 2025, with early adoption permitted.

The Company is currently evaluating the impact of the adoption of this guidance on its financial statements and related disclosures.

Software costs.

In September 2025, the FASB issued new guidance amending the accounting for and disclosure of software costs.

The amendments update the framework for recognizing and disclosing costs related to software developed for internal use, including costs associated with website development.

The amendments are effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual periods.

Early adoption is permitted as of the beginning of an annual reporting period.

The Company is currently evaluating the impact of this guidance on its financial statements and related disclosures.

Hedge accounting.

In November 2025, the FASB issued new guidance that updates several aspects of hedge accounting under ASC 815.

The amendments address how companies assess risk for cash flow hedges, account for hedges of forecasted interest payments on choose-your-rate debt, apply hedge accounting to nonfinancial forecasted transactions, use net written options as hedging instruments, and manage dual hedges involving foreign-currency-denominated debt.

These changes are designed to better align hedge accounting practices with the actual risk management strategies used by companies.

The guidance is effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods therein.

Early adoption is permitted.

The Company is currently evaluating the impact of this guidance on its financial statements and related disclosures.

Interim accounting.

In December 2025, the FASB issued new guidance which updates ASC 270 to make interim reporting requirements clearer and easier to follow.

The guidance clarifies the required format and content of interim reports, provides comprehensive lists of interim disclosures required by other Codification topics, and establishes that entities must disclose any material events occurring after the last annual reporting period.

These changes are intended to improve clarity and consistency, without fundamentally altering the nature or scope of interim reporting requirements.

The guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact of this guidance on its financial statements and related disclosures.

Codification Improvements.

In December 2025, the FASB issued new guidance related to its continuing agenda to make improvements to the Codification.

The purpose of the new guidance is to cover “a broad range of Topics arising from technical corrections, unintended application of the Codification, clarifications, and other minor improvements.” The guidance is effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual reporting periods.

Early adoption is permitted.

The Company is currently evaluating the impact of this guidance on its financial statements and related disclosures.

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

Segment Reporting.

In November 2023, the FASB issued guidance to enhance segment disclosures by requiring incremental segment information on an annual and interim basis for all public entities.

Among other provisions, this guidance requires public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss.

This guidance became effective for all public entities for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

The adoption of this guidance only affected disclosures within Note 23— Segment Information and did not impact the Company’s financial statements.

Previously reported segment disclosures have been recast to reflect the new presentation under this guidance.

Business Combinations—Joint Venture Formations .

In August 2023, the FASB issued guidance to address the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements.

The guidance was issued in an effort to reduce diversity in practice and requires a joint venture to initially measure its assets and liabilities at fair value on the formation date.

This guidance became effective prospectively for all joint ventures within the scope of the standard that were formed on or after January 1, 2025.

Existing joint ventures have the option to apply the guidance retrospectively.

The adoption of this guidance did not have a significant impact on the Company’s financial statements and related disclosures.

Improvements to Income Tax Disclosures.

In December 2023, the FASB issued guidance to enhance the transparency and decision usefulness of income tax disclosures through improvements in rate reconciliation and income taxes paid information.

This guidance became effective for annual periods beginning after December 15, 2024.

The Company has elected to prospectively adopt the new guidance.

The adoption of this guidance only affected disclosures within Note 8— Income Taxes.

Revenue Recognition

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however, the vast majority of the agreements provide a mechanism for an automatic one year renewal upon expiration of the terms.

The Company’s management agreements contain cancellation clauses, which allow for either party to cancel the agreement, by either a majority board vote or a majority

vote of non-developer interests.

The Company’s management agreements contain cancellation clauses, which allow for either party to cancel the agreement, by either a majority board vote or a majority vote of non-developer interests.

The Company receives fees for such property management services which are collected monthly in advance and are based upon total costs to operate such resorts (or as services are provided in the case of resort renovation activities).

11 unchanged sentences

One of the associations that the Company manages paid the Travel and Membership segment $ 35 million, $ 35 million, and $ 36 million for exchange services during 2025, 2024, and 2023.

The Company earns revenue from its Wyndham Rewards co–branded credit card program, which is primarily generated by cardholder spending and the enrollment of new cardholders.

The primary performance obligation for the program relates to brand performance services.

Total contract consideration is estimated and recognized on a straight-line basis over the contract term.

Travel and Membership

11 unchanged sentences

The Company earns revenue from its RCI Elite Rewards co–branded credit card program, which is primarily generated by cardholder spending and the enrollment of new cardholders.

The advance payments received under the program are recognized as a contract liability until the Company’s performance obligations have been satisfied.

The primary performance obligation for the program relates to brand performance services.

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(a) Includes contractual liabilities to accommodate members for cancellations initiated by the Company due to unexpected events.

These amounts are included within Accrued expenses and other liabilities on the Consolidated Balance Sheets.

In the Company’s Vacation Ownership business, deferred VOI trial package revenue represents consideration received in advance for a trial VOI, which allows customers to utilize a vacation package typically within three years of purchase but may extend longer for certain programs.

As of December 31, 2025 and 2024 there were $ 1 million and $ 2 million of these contractual liabilities included within Accrued expenses and other liabilities on the Consolidated Balance Sheets.

In the Company’s Vacation Ownership segment, deferred VOI trial package revenue represents consideration received in advance for a trial VOI, which allows customers to utilize a vacation package typically within three years of purchase but may extend longer for certain programs.

Deferred VOI incentive revenue represents payments received in advance for additional travel-related services and products at the time of a VOI sale.

Revenue is recognized when a customer utilizes the additional services and products, which is typically within two years of the VOI sale but may extend longer for certain programs.

Within the Company’s Travel and Membership business, deferred subscription revenue represents billings and payments received in advance from members and affiliated clubs for memberships in the Company’s travel programs which are recognized in future periods.

Within the Company’s Travel and Membership segment, deferred subscription revenue represents billings and payments received in advance from members and affiliated clubs for memberships in the Company’s travel programs which are recognized in future periods.

Deferred exchange-related revenue primarily represents payments received in advance from members to book vacation exchanges which are recognized upon the future confirmed transaction.

Deferred revenue also includes other leisure-related service and product revenues which are recognized as customers utilize the associated benefits.

Deferred co-branded credit card programs revenue represents the advance payments received under these programs for the Vacation Ownership and Travel and Membership segments, which are recognized as the brand performance service obligations are satisfied.

Changes in contract liabilities for the periods presented were as follows (in millions):

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Such costs, which are primarily comprised of commissions paid to internal and external parties and credit card processing fees, are deferred at the inception of the contract and recognized when the benefit is transferred to the customer.

As of both December 31, 2024 and 2023, the capitalized costs were $ 16 million, of which $ 11 million was included in Prepaid expenses and $ 5 million was included in Other assets on the Consolidated Balance Sheets.

As of December 31, 2025, the capitalized costs were $ 16 million, of which $ 9 million is included in Prepaid expenses and $ 7 million is included in Other assets on the

Consolidated Balance Sheets.

As of December 31, 2024 the capitalized cost were $ 16 million, of which $ 11 million is included in Prepaid expenses and $ 5 million is included in Other assets on the Consolidated Balance Sheets.

Practical Expedients

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(a) Earnings per share amounts are calculated using whole numbers.

(b) Excludes 0.6 million, 1.1 million, and 0.7 million of restricted stock units (“RSUs”) that would have been anti-dilutive to EPS for the years 2024, 2023, and 2022.

(b) Excludes less than 0.1 million, 0.6 million and 1.1 million of restricted stock units (“RSUs”) that would have been anti-dilutive to EPS for the years 2025, 2024 and 2023.

These shares could potentially dilute EPS in the future.

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As of December 31, 2025, the Company had $ 165 million of remaining availability in its program.

Subsequent to the end of the year, the Company’s Board of Directors increased the authorization for the Company’s share repurchase program by $ 750 million.

The following table summarizes stock repurchase activity under the current share repurchase program (in millions):

2 unchanged sentences

As of December 31, 2025 138.4 $ 6,946

During 2024 and 2023, the Company incurred $ 2 million and $ 3 million of excise tax related to share repurchases, included within Treasury stock on the Consolidated Balance Sheets.

During both 2025 and 2024, the Company incurred $ 2 million of excise tax related to share repurchases, included within Treasury stock on the Consolidated Balance Sheets.

Assets acquired and liabilities assumed in business combinations were recorded on the Consolidated Balance Sheets as of the respective acquisition dates based upon their estimated fair values at such dates.

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These costs will be recorded on the Consolidated Statements of Income as expenses.

On February 10, 2025, the Company completed a business acquisition for consideration of $ 3 million.

The fair value of purchase consideration was comprised of $ 1 million of cash paid at closing and $ 2 million to be paid in 2027.

The acquisition resulted in the recognition of (i) $ 2 million of definite-lived intangible assets consisting of management agreements with a weighted average life of 22 years, and (ii) $ 1 million of Property and equipment, net.

This business is included within the Vacation Ownership segment.

Accor Vacation Club.

On March 1, 2024, the Company acquired the vacation ownership business of Accor for $ 50 million ($ 44 million net of cash acquired) subject to customary post-closing adjustments based on final valuation information and additional analysis.

The fair value of purchase consideration was comprised of $ 40 million net cash paid at closing and $ 4 million paid during the second quarter of 2024.

This acquisition creates a new line of business for Travel + Leisure Co.

as Accor Vacation Club adds to the Company’s portfolio of brand affiliations and expands its international portfolio in the Asia Pacific region.

The fair value of purchase consideration was comprised of $ 40 million net cash paid at closing and $ 4 million paid during 2024.

This acquisition of Accor Vacation Club adds to the Company’s portfolio of brand affiliations and expands its international portfolio in the Asia Pacific region.

Accor receives a percentage of the associated vacation ownership sales revenue as a licensing fee under an exclusive licensing agreement.

This transaction was accounted for as a business acquisition.

As of December 31, 2024, the Company has recognized the assets and liabilities of Accor Vacation Club based on estimates of their acquisition date fair values.

This transaction was accounted for as a business acquisition, for which the Company has recognized the assets and liabilities of Accor Vacation Club based on estimates of their acquisition date fair values.

The determination of the fair values of the acquired assets and assumed liabilities, including goodwill and other intangible assets, required significant judgment.

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This business is included within the Vacation Ownership segment.

The Company completed purchase accounting for this transaction during the fourth quarter of 2024.

The Company completed the purchase accounting for this transaction in 2024.

On January 3, 2023, the Company acquired the Playbook365 business, for $ 13 million, comprised of $ 6 million of cash paid at closing and contingent consideration with a closing date fair market value of $ 7 million, which could range up to $ 24 million, based on the achievement of certain financial metrics.

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The determination of the fair values of the acquired assets and assumed liabilities, including goodwill and other intangible assets, required significant judgment.

The purchase price allocation included:

price allocation included:

(i) $ 5 million of developed software with a weighted average life of four years included within Property and equipment, net on the Consolidated Balance Sheets;

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(iii) $ 3 million of definite-lived intangible assets with a weighted average life of four years primarily consisting of customer relationships included within Other intangibles, net on the Consolidated Balance Sheets;

and (iv) $ 7 million of Accrued expenses and other

and (iv) $ 7 million of Accrued expenses and other liabilities.

All of the goodwill and other intangible assets are expected to be deductible for income tax purposes.

1 unchanged sentence

The Company completed purchase accounting for this transaction during 2023.

During the fourth quarter of 2024, the fair value of the Playbook365 contingent consideration was reduced by $ 7 million to reflect the fair value based on expected performance.

During 2024, the fair value of the Playbook365 contingent consideration was reduced by $ 7 million to reflect the fair value based on expected performance.

This amount was included within Other income, net on the Consolidated Statements of Income.

Travel + Leisure.

On January 5, 2021, the Company acquired the Travel + Leisure brand from Dotdash Meredith (formerly Meredith Corporation) for $ 100 million, $ 35 million of which was paid at closing.

On January 5, 2021, the Company acquired the Travel + Leisure brand from People Inc.

(formerly Dotdash Meredith and Meredith Corporation) for $ 100 million, $ 35 million of which was paid at closing.

The Company made additional payments of $ 20 million, $ 20 million, and $ 15 million in 2021, 2022, and 2023, and its final payment of $ 10 million during 2024.

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The Company acquired the Travel + Leisure brand to accelerate its strategic plan to broaden its reach with the launch of new travel services, expand its membership travel business, and amplify the global visibility of its leisure travel products.

Alliance Reservations Network .

On August 7, 2019, the Company acquired all of the equity of Alliance Reservations Network (“ARN”).

ARN is reported within the Travel and Membership segment and provides private-label travel booking technology solutions.

This acquisition was undertaken for the purpose of accelerating growth at Travel and Membership by increasing the offerings available to its members and affiliates.

ARN was acquired for $ 102 million ($ 97 million net of cash acquired).

A portion of the fair value purchase consideration for this transaction was related to contingent consideration, which was reduced by $ 10 million during 2022 to reflect the fair value based on expected performance.

This amount was included within Other income, net on the Consolidated Statements of Income.

Discontinued Operations

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This gain on disposal includes $ 32 million, net of tax, related to the expiration of certain guarantees made in connection with the sales agreement and a $ 1 million tax refund related to pre-sale tax items.

This tax refund is included within Net cash provided by/(used in) investing activities from discontinued operations on the Consolidated Statements of Cash Flows.

This tax refund is included within Net cash provided by investing activities from discontinued operations on the Consolidated Statements of Cash Flows.

During 2023, the Company recognized a $ 5 million Gain on disposal of discontinued business, net of income taxes on the Consolidated Statements of Income resulting from the expiration of a guarantee associated with the sale of the European vacation rentals business.

During 2022, the Company had $ 5 million of Net cash used in investing activities from discontinued operations on the Consolidated Statements of Cash Flows which included $ 6 million related to the settlement of post-closing adjustment claims associated with the sale of the European vacation rentals business;

partially offset by $ 1 million of tax refunds related to various pre-sale tax items included in Gain on disposal of discontinued business, net of income taxes on the Consolidated Statements of Income.

The Company does not expect to incur significant ongoing gains and/or losses for the aforementioned discontinued operations.

The Company does not expect to incur significant ongoing gains and/or losses for the aforementioned discontinued operation.

See Note 26— Transactions with Former Parent and Former Subsidiaries for additional information.

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$ 166 $ 108 $ 58 $ 163 $ 98 $ 65

(a) Comprised of trademarks and trade names the Company has acquired that are expected to generate future cash flows for an indefinite period of time.

(a) Comprised of trademarks and tradenames the Company has acquired that are expected to generate future cash flows for an indefinite period of time.

During 2025, the Company recorded a $ 1 million tradename impairment at the Travel and Membership segment.

(b) Amortized between 4 to 15 years with a weighted average life of 13 years.

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(d) Amortized between 5 to 8 years with a weighted average life of 7 years.

During 2024, the Company recorded a $ 1 million impairment to trademarks at the Travel and Membership segment.

During 2024, the Company recorded impairments of $ 1 million to trademarks at the Travel and Membership segment.

(e) Includes business contracts and noncompetition covenants, which are amortized between 10 to 69 years with a weighted average life of 58 years.

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Accrued liabilities and deferred income 93 74

Inventory write-downs and impairments 55 —

Foreign tax credit carryforward 27 41

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These foreign tax credits expire between the 2027 and 2035 tax years.

The Company’s effective income tax rate differs from the U.S.

The following table is a reconciliation of the U.S.

federal statutory rate to the Company’s effective rate for the year ended December 31, 2025 in accordance with the recently adopted guidance discussed in Note 2 — Summary of Significant Accounting Policies :

(in millions)

Federal statutory rate

State and local income taxes, net of federal tax benefits (a)

Foreign tax effects:

Statutory tax rate difference 6 1.7 %

Statutory tax rate difference ( 4 ) ( 1.2 ) %

Other 1 0.4 %

Other foreign jurisdictions 9 2.7 %

Effect of cross-border tax laws:

Branch income

Other 4 1.3 %

Foreign tax credits

( 12 ) ( 3.5 ) %

Other ( 3 ) ( 1.0 ) %

Changes in valuation allowances

Nontaxable or nondeductible items

Changes in unrecognized tax benefits

Installment sale interest ( 5 ) ( 1.4 ) %

Other adjustments

Effective tax rate

(a) State taxes in Florida and California made up the majority (greater than 50 percent) of the tax effect in this category.

The Company’s effective income tax rate during 2024 and 2023 differs from the U.S.

federal statutory rate as follows:

Year Ended December 31,

2024 2023 2022

Federal statutory rate 21.0 % 21.0 %

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Beginning balance $ 22 $ 22 $ 25

Increases related to tax positions taken during a prior period 10 — —

Increases related to tax positions taken during the current period 2 2 1

Decreases related to settlements with taxing authorities ( 1 ) — —

Decreases related to tax positions taken during a prior period — — ( 1 )

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The Company records potential penalties and interest as a component of Provision for income taxes on the Consolidated Statements of Income related to these unrecognized tax benefits.

During 2024 and 2023 penalties and interest decreased by less than $ 1 million in each year.

During 2025 penalties and interest decreased by $ 1 million.

The Company had a liability for potential penalties of $ 3 million, $ 3 million, and $ 4 million as of December 31, 2024, 2023 and 2022, and potential interest of $ 9 million, $ 10 million, and $ 10 million during these periods.

During both 2024 and 2023, penalties and interest decreased by less than $ 1 million.

The Company had a liability for potential penalties of $ 3 million as of December 31, 2025, 2024 and 2023, and potential interest of $ 9 million, $ 9 million, and $ 10 million during these periods.

Such liabilities are reported as a component of Accrued expenses and other liabilities on the Consolidated Balance Sheets.

The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by $ 2 million within 12 months of the current reporting date due to the expiration of certain statutes of limitations.

The Company does not expect other changes to the unrecognized tax benefits balance to be significant.

The Company files U.S.

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The Company made cash income tax payments, net of refunds, of $ 87 million, $ 100 million, and $ 144 million during 2025, 2024, and 2023.

Such payments exclude income tax related payments made to or refunded by the Company’s former parent Avis Budget Group, Inc., formerly Cendant Corporation and Wyndham Hotels & Resorts, Inc.

Such payments exclude income tax related payments made to or refunded by the Company’s former parent Avis Budget Group, Inc.

(“ABG”), formerly Cendant Corporation and Wyndham Hotels & Resorts, Inc.

(“Wyndham Hotels”).

During 2025, the Company’s cash income tax payments consisted of (in millions):

Year Ended December 31, 2025

Vacation Ownership Contract Receivables

9 unchanged sentences

Vacation ownership contract receivables, net $ 2,638 $ 2,619

(a) Excludes $ 19 million and $ 18 million of accrued interest on VOCRs as of December 31, 2024 and 2023, which are included in Trade receivables, net on the Consolidated Balance Sheets.

(a) Excludes $ 19 million of accrued interest on VOCRs as of both December 31, 2025 and 2024, which are included in Trade receivables, net on the Consolidated Balance Sheets.

(b) Excludes $ 8 million of accrued interest on VOCRs as of both December 31, 2025 and 2024, which are included in Trade receivables, net on the Consolidated Balance Sheets.

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Such interest income is included within Consumer financing revenue on the Consolidated Statements of Income.

During 2024, 2023, and 2022, the Company had net VOCR originations of $ 1.53 billion, $ 1.43 billion, and $ 1.14 billion and received principal collections of $ 983 million, $ 924 million, and $ 771 million.

During 2025, 2024, and 2023, the Company had net VOCR originations of $ 1.6 billion, $ 1.53 billion, and $ 1.43 billion and received principal collections of $ 1.09 billion, $ 983 million, and $ 924 million.

The weighted average interest rate on outstanding VOCRs was 14.6 %, 14.7 %, and 14.7 % during 2025, 2024, and 2023.

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FICO scores range from 300 to 850 and are calculated based on information obtained from one or more of the three major U.S.

credit reporting agencies that compile and report on a consumer’s credit history.

credit reporting agencies that compile and report on a consumer’s credit

The Company updates its records for all active VOI contract receivables with a balance due on a rolling monthly basis to ensure that all VOI contract receivables are scored at least every six months.

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residents), and Asia Pacific (comprised of receivables in the Company’s Travel + Leisure Vacation Clubs Asia Pacific business for which scores are not available).

The following tables details an aging analysis of financing receivables using the most recently updated FICO scores, based on the policy described above (in millions):

The following tables detail an aging analysis of financing receivables using the most recently updated FICO scores, based on the policy described above (in millions):

As of December 31, 2025

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Estimated VOI recoveries 222 214

Inventory subject to financing arrangement

Land held for VOI development 10 29

2 unchanged sentences

Total inventory $ 1,128 $ 1,227

As VOI inventory is completed it is transferred into property and equipment until such units are registered and made available for sale.

As VOI inventory is completed it may be transferred into property and equipment until such units are registered and made available for sale.

Once registered and available for sale, the units are then transferred back into completed inventory.

The Company had net transfers of VOI inventory from property and equipment of $ 56 million during 2024 and had net transfers of VOI inventory to property and equipment of $ 16 million during 2023.

The Company had net transfers of VOI inventory from property and equipment of $ 66 million during 2025 and had net transfers of VOI inventory from property and equipment of $ 56 million during 2024.

In connection with the resort optimization initiative discussed in Note 25— Restructuring, the Vacation Ownership segment transferred $ 16 million of inventory to assets held-for-sale during 2025 .

During 2025, the Company entered into an agreement to sell real property located in Tuscaloosa, Alabama, associated with Sports Illustrated Resorts, to a third-party developer consisting of $ 26 million of vacation ownership inventory, in exchange for $ 25 million in cash consideration.

Under the agreement, the Company could be obligated to repurchase the property should future events not occur.

As a result, the property remained on the balance sheet and the proceeds were recorded as an inventory financing obligation, included within Accrued and other liabilities on the Consolidated Balance Sheets.

The Company recognized no gain or loss on this transaction.

Inventory Obligations

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The following table summarizes the activity related to the Company’s inventory obligations (in millions):

Las Vegas (a)

December 31, 2023 $ 8 $ 8

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December 31, 2025 $ 2 $ 2

(a) Included in Accrued expenses and other liabilities on the Consolidated Balance Sheets.

(b) Included in Accounts payable on the Consolidated Balance Sheets.

(a) Included in Accounts payable on the Consolidated Balance Sheets.

The Company has committed to purchase completed properties from third-party developers subject to the properties meeting the Company’s vacation ownership resort standards and provided that the third-party developers have not sold the properties to another party.

The third-party developers are VIEs for which the Company is not the primary beneficiary.

Accordingly, the Company does not consolidate the VIEs.

The maximum potential future payments that the Company could be required to make under these commitments was $ 246 million as of December 31, 2025.

Property and Equipment

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During 2025, 2024, and 2023, the Company recorded depreciation and amortization expense of $ 114 million, $ 105 million, and $ 102 million related to property and equipment.

As of both December 31, 2024 and 2023, the Company had accrued capital expenditures of $ 5 million.

As of December 31, 2025 and 2024, the Company had accrued capital expenditures of $ 7 million and $ 5 million.

The Company leases property and equipment under finance and operating leases for its corporate headquarters, administrative functions, marketing and sales offices, and various other facilities and equipment.

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Present value of future minimum lease payments $ 136 $ 18

The Company has entered into a lease agreement for the relocation of its corporate headquarters which commenced on September 1, 2025.

The lease term is for 15 years with two 5 -year renewal options .

The estimated average annual lease payments under this agreement are $ 7 million.

Other assets consisted of the following (in millions):

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Non-trade receivables, net $ 106 $ 84

Right-of-use assets 85 47

Deferred costs 64 54

Capitalized contract costs (a)

Right-of-use assets 47 46

Tax receivables 42 52

Payroll funding 35 37

Deferred tax asset 23 23

Held-for-sale 28 19

Deferred income tax asset 27 23

Deposits 22 17

Investments 18 18

Tax receivables 13 42

Marketable securities 13 17

Deposits 17 10

(a) Includes certain direct and incremental selling costs in connection with VOI trial package, incentive, subscription, and exchange–related revenues.

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Accrued taxes 74 60

Payables associated with separation and sale of business activities 50 49

Accrued interest 56 49

Accrued advertising and marketing 38 35

Funds on deposit 42 31

Accrued advertising and marketing 40 38

Restructuring liabilities (b)

Payables associated with separation and sale of business activities 27 50

Inventory financing obligation (c)

Accrued legal and professional fees 24 27

Guarantees 24 24

Restructuring liabilities (b)

Deferred contingent consideration (c)

Accrued other 103 100

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(b) See Note 25— Restructuring for details.

The Company’s indebtedness consisted of the following (in millions):

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$ 1,690 $ 1,746

USD bank conduit facility (due September 2025) (c)

USD bank conduit facility (due August 2027) (c)

AUD/NZD bank conduit facility (due December 2026) (d)

Total $ 2,124 $ 2,123

$1.0 billion secured revolving credit facility (due October 2026) (f)

$300 million 2018 secured term loan B (due May 2025) (g)

$598 million 2023 incremental secured term loan B (due December 2029) (h)

$875 million 2024 secured term loan B (due December 2029) (i)

$300 million 5.65% secured notes (due April 2024) — 300

$350 million 6.60% secured notes (due October 2025) (j)

$ 1.0 billion secured revolving credit facility (due June 2030) (f)

Secured term loan B (due December 2029) (g)

$ 350 million 6.60 % secured notes (due October 2025) (h)

$ 650 million 6.625 % secured notes (due July 2026)

$400 million 6.00% secured notes (due April 2027) (k)

$650 million 4.50% secured notes (due December 2029) 644 643

$ 400 million 6.00 % secured notes (due April 2027)

$ 650 million 4.50 % secured notes (due December 2029) (i)

$ 350 million 4.625 % secured notes (due March 2030)

$ 500 million 6.125 % secured notes (due September 2033)

Finance leases 18 21

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(a) Represents non-recourse debt that is securitized through bankruptcy-remote special purpose entities, the creditors of which have no recourse to the Company for principal and interest.

These outstanding borrowings (which legally are not liabilities of the Company) are collateralized by $ 2.41

billion and $ 2.42 billion of underlying gross VOCRs and related assets (which legally are not assets of the Company) as of December 31, 2024 and 2023.

(b) The carrying amounts of the term notes are net of deferred financing costs of $ 23 million and $ 22 million as of December 31, 2024 and 2023.

Borrowings under this facility are required to be repaid as the collateralized receivables amortize but no later than October 2026.

These outstanding borrowings (which legally are not liabilities of the Company) are collateralized by $ 2.40 billion and $ 2.41 billion of underlying gross VOCRs and related assets (which legally are not assets of the Company) as of December 31, 2025 and 2024.

(b) The carrying amounts of the term notes are net of deferred financing costs of $ 23 million as of both December 31, 2025 and 2024.

Borrowings under this facility are required to be repaid as the collateralized receivables amortize but no later than September 2028.

(d) The Company has a borrowing capacity of 200 million Australian dollars (“AUD”) and 25 million New Zealand dollars (“NZD”) under the AUD/NZD bank conduit facility through December 2026.

Borrowings under this facility are required to be repaid no later than January 2029.

(e) The carrying amounts of the secured notes and term loan are net of unamortized discounts of $ 15 million and $ 20 million as of December 31, 2024 and 2023, and net of unamortized debt financing costs of $ 12 million as of both December 31, 2024 and 2023.

(e) The carrying amounts of the secured notes and term loan are net of unamortized discounts of $ 11 million and $ 15 million as of December 31, 2025 and 2024, and net of unamortized debt financing costs of $ 16 million and $ 12 million as of December 31, 2025 and 2024.

(f) The weighted average effective interest rate on facility borrowings was 6.52 % and 7.52 % as of December 31, 2025 and 2024.

(g) The weighted average effective interest rate on facility borrowings was 7.49 % as of December 31, 2023.

(h) The weighted average effective interest rate on facility borrowings was 9.25 % as of December 31, 2023.

(i) The weighted average effective interest rate on facility borrowings was 7.04 % as of December 31, 2024.

(j) Includes $ 1 million and $ 2 million of unamortized losses from the settlement of a derivative as of December 31, 2024 and 2023.

(k) Includes $ 4 million and $ 6 million of unamortized gains from the settlement of a derivative as of December 31, 2024 and 2023.

(g) The weighted average effective interest rate on facility borrowings was 6.86 % and 7.04 % as of December 31, 2025 and 2024 .

(h) Includes $ 1 million of unamortized losses from the settlement of a derivative as of December 31, 2024.

(i) Includes $ 2 million and $ 4 million of unamortized gains from the settlement of a derivative as of December 31, 2025 and 2024.

Maturities and Capacity

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On July 22, 2025, the Company closed on a placement of a series of term notes payable, issued by Sierra Timeshare 2025-2 Receivables Funding LLC, with an initial principal amount of $ 300 million, secured by VOCRs and bearing interest at a weighted average coupon rate of 5.10 %.

The advance rate for this

transaction was 96 %.

The advance rate for this transaction was 98 %.

As of December 31, 2025, the Company had $ 224 million of outstanding borrowings under these term notes, net of debt issuance costs.

Sierra Timeshare 2025-3 Receivables Funding LLC.

On October 18, 2024, the Company closed on a placement of a series of term notes payable, issued by Sierra Timeshare 2024-3 Receivables Funding LLC, with an initial principal amount of $ 325 million, secured by VOCRs and bearing interest at a weighted average coupon rate of 5.18 %.

On October 15, 2025, the Company closed on a placement of a series of term notes payable, issued by Sierra Timeshare 2025-3 Receivables Funding LLC, with an initial principal amount of

$ 300 million, secured by VOCRs and bearing interest at a weighted average coupon rate of 4.78 %.

The advance rate for this transaction was 98 %.

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USD bank conduit facility.

On September 26, 2023, the Company renewed its $ 600 million USD timeshare receivables conduit facility, extending the end of the commitment period from July 2024 to September 2025 and making certain other amendments, including to the advance rate.

The facility bears interest based on a mixture of variable commercial paper rates plus a spread or the Daily Simple Secured Overnight Financing Rate (“SOFR”), plus a spread.

Borrowings under this facility are required to be repaid as the collateralized receivables amortize, but no later than October 2026.

As of December 31, 2024, the Company had $ 278 million of outstanding borrowings under this facility.

On April 17, 2025, the Company renewed its $ 600 million USD timeshare receivables conduit facility, extending the end of the commitment period from September 2025 to August 2027 and making certain other amendments, including to the advance rate.

The facility bears interest based on a mix between the variable commercial paper rates plus a spread and the Daily Simple Secured Overnight Financing Rate (“SOFR”), plus a spread,

AUD/NZD bank conduit facility.

On December 20, 2024, the Company renewed its AUD/NZD timeshare receivables conduit facility, extending the end of the commitment period from December 2024 to December 2026.

The facility has a total capacity of A$ 200 million and NZ$ 25 million and is secured by VOCRs, bearing interest at variable rates based on the Bank Bill Swap Bid Rate plus 1.55 %, a reduction of 45 basis points.

The Company has a non-recourse AUD/NZD timeshare receivables conduit facility, with a total capacity of A$ 200 million and NZ$ 25 million and is secured by VOCRs, bearing interest at variable rates based on the Bank Bill Swap Bid Rate plus 1.55 %.

Borrowings under this facility are required to be repaid no later than January 2029.

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as administrative agent and collateral agent.

The agreement provides for senior secured credit facilities in the amount of $ 1.88 billion, consisting of a $ 875 million Term Loan B facility and a $ 1.0 billion secured revolving facility.

On December 10, 2024, the Company amended the credit agreement governing these facilities (“Sixth Amendment”).

Through this amendment the Company repriced and replaced the $ 593 million outstanding balance on the 2023 Incremental Term Loan B facility and refinanced the remaining $ 282 million balance on the 2018 Term Loan B facility which would have been due May 2025.

The resulting new $ 875 million 2024 Term Loan B facility matures on December 14, 2029.

This facility was issued at par with no discount, and the principal amortizes in equal quarterly installments of 0.25 % of the initial principal amount, starting with the first quarter of 2025.

Deferred financing costs related to the Sixth amendment were $ 4 million, which will be amortized over the life of the facility.

As of December 31, 2024, the interest rate per annum applicable to borrowings under the revolving credit facility is equal to, at the Company’s option, either a base rate plus a margin ranging from 0.75 % to 1.25 % or SOFR plus a margin ranging from 1.75 % to 2.25 %, in either case based upon the first-lien leverage ratio of Travel + Leisure Co.

and its restricted subsidiaries.

The interest rate per annum applicable to borrowings under the 2024 Term Loan B facility is equal to, at the Company’s option, either a base rate (which is the highest of Bank of America’s prime rate, the federal funds rate plus 0.50 %, and the Term SOFR (as defined in the Credit Agreement) one month rate, plus an applicable rate of 1.50 %), or (b) the Term SOFR rate, plus an applicable rate of 2.50 %.

The SOFR rates with respect to the both the revolving credit facility and the 2024 Term Loan B facility are subject to a floor of 0.50 %.

The Company is also subject to a commitment fee for the unused portion of its revolving credit facility.

This fee is based upon the first-lien leverage ratio and ranges from 0.25 % to 0.35 % per annum of the unused balance.

The agreement provides for senior secured credit facilities consisting of a Term Loan B facility and a $ 1.0 billion secured revolving facility.

On June 25, 2025, the Company entered into the seventh amendment to the agreement governing its $ 1.0 billion revolving credit and term loan B facility (“Seventh Amendment”).

The Seventh Amendment refinanced and extended the maturity of the revolving credit facility from October 2026 to June 2030, and among other things:

• Provides that borrowings under the revolving credit facility bear interest at a per annum rate equal to Term SOFR (or in the case of revolving borrowings in other currencies, the applicable interest benchmark for such currency) plus a spread ranging from 1.50 % to 2.00 %, depending on the Company’s first lien leverage ratio (and with a customary ability to borrow loans bearing interest at a “base rate,” other than Term SOFR, plus a spread from 0.50 % to 1.00 %), representing an overall reduction in the spread of 25 basis points at all pricing levels.

• Eliminated the “credit spread adjustment” applicable to revolving credit loans, representing a reduction of 11.45 to 71.51 basis points depending on tenor, and reduced the Term SOFR floor applicable to revolving credit loans from 0.50 % to 0.00 %.

• Reduced the commitment fee for the unused portion of the revolving credit facility.

This fee is based on the first-lien leverage ratio and ranges from 0.20 % to 0.25 % (previously 0.25 % to 0.35 %) per annum of the unused balance.

• Reduced the minimum interest coverage ratio to 2.00 to 1.00 (previously 2.50 to 1.00).

On December 10, 2025, the Company entered into the eighth amendment to the agreement governing its $ 1.0 billion revolving credit and term loan B facility (“Eighth Amendment”).

The Eighth Amendment refinanced the $ 869 million outstanding balance of the Term Loan B facility, with interest rate per annum applicable to borrowings under this facility equal to the Term SOFR rate, plus an applicable rate of 2.00 % (previously 2.50 %).

The maturity date of this facility remains December 14, 2029 and the principal amortizes in equal quarterly installments of 0.25 % of the principal amount at the time of the amendment.

As of December 31, 2025, the security agreement that exists in connection with the credit agreement names Bank of America N.A.

as collateral agent on behalf of the secured parties (as defined in the security agreement) and has been in force since May 31, 2018.

The security agreement grants a security interest in the collateral of the Company (as defined in

the security agreement) and includes the holders of Travel + Leisure Co.’s outstanding secured notes, as “secured parties.” These note holders share equally and ratably in the collateral (as defined in the security agreement) owned by the Company for so long as the indebtedness under the credit agreement is secured by such collateral.

The security agreement grants a security interest in the collateral of the Company (as defined in the security agreement) and includes the holders of Travel + Leisure Co.’s outstanding secured notes, as “secured parties.”

These note holders share equally and ratably in the collateral (as defined in the security agreement) owned by the Company for so long as the indebtedness under the credit agreement is secured by such collateral.

Secured Notes

Pursuant to the terms of the indentures governing the Company’s rating sensitive series of notes, the $ 350 million 6.60 % notes due 2025 and the $ 400 million 6.00 % notes due 2027, the interest rate on each such series of notes may be subject to future increases or decreases, as a result of future downgrades or upgrades to the credit ratings of such notes by Standard & Poor’s Rating Services, Moody’s Investors Service, Inc., or a substitute rating agency.

On August 19, 2025, the Company closed on a private offering of secured notes, with a face value of $ 500 million and an interest rate of 6.125 %.

Deferred financing costs for this transaction were $ 6 million, which will be amortized over the life of the notes.

Interest is payable semi-annually in arrears.

The notes will mature on September 1, 2033, unless earlier redeemed in accordance with their terms.

Prior to August 15, 2028, the Company will be entitled at its option to redeem all or a portion of these notes at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus a “make-whole premium” plus any accrued and unpaid interest.

At any time on or after August 15, 2028, the Company may redeem all or a portion of the notes at certain redemption prices above their face amount plus any accrued and unpaid interest.

On or after August 15, 2030 the Company will be able to redeem the notes at par plus any accrued and unpaid interest.

The proceeds of this offering were used to redeem all of the Company’s $ 350 million 6.6 % secured notes due October 2025, toward repayment of outstanding borrowings under the revolving credit facility, to pay the fees and expenses incurred in connection with the issuance, and for general corporate purposes.

Pursuant to the terms of the indenture governing the Company’s rating sensitive $ 400 million 6.0 % notes due 2027, the interest rate on such notes may be subject to future increases or decreases, as a result of future downgrades or upgrades to the credit ratings of such notes by Standard & Poor’s Rating Services (“S&P”), Moody’s Investors Service, Inc., or a substitute rating agency.

Since issuance, the interest rates on the related notes have increased 150 basis points as of December 31, 2025, with a maximum potential for additional increase of 50 basis points.

7 unchanged sentences

Debt Covenants

The revolving credit facility and term loan B facilities are subject to covenants including the maintenance of specific financial ratios as defined in the credit agreement.

The financial ratio covenants consist of a minimum interest coverage ratio of no less than 2.50 to 1.0 as of the measurement date and a maximum first lien leverage ratio not to exceed 4.25 to 1.0 as of the measurement date.

The revolving credit facility and term loan B facility are subject to covenants including the maintenance of specific financial ratios as defined in the credit agreement.

The financial ratio covenants consist of a minimum interest coverage ratio of 2.00 to 1.0 as of the measurement date and a maximum first lien leverage ratio of 4.25 to 1.0 as of the measurement date.

The interest coverage ratio is calculated by dividing consolidated EBITDA (as defined in the credit agreement) by consolidated interest expense (as defined in the credit agreement), both as measured on a trailing 12-month basis preceding the measurement date.

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The Company incurred interest expense of $ 232 million, $ 249 million, and $ 251 million during 2025, 2024, and 2023 excluding interest expense associated with non-recourse vacation ownership debt.

These amounts include offsets of $ 1 million, less than $ 1 million, and $ 1 million of capitalized interest during 2024, 2023, and 2022.

These amounts include offsets of $ 1

million, $ 1 million, and less than $ 1 million of capitalized interest during 2025, 2024, and 2023.

Cash paid related to such interest was $ 213 million, $ 245 million, and $ 239 million during 2025, 2024, and 2023.

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(e) Included in Non-recourse vacation ownership debt on the Consolidated Balance Sheets.

(f) Includes deferred financing costs of $ 23 million and $ 22 million as of December 31, 2024 and 2023, related to non-recourse debt.

(f) Includes deferred financing costs of $ 23 million as of both December 31, 2025 and 2024, related to non-recourse debt.

(g) Primarily includes accrued interest on non-recourse debt, which is included in Accrued expenses and other liabilities on the Consolidated Balance Sheets.

In addition, the Company has VOCRs that have not been securitized through bankruptcy-remote SPEs.

Such gross receivables were $ 940 million and $ 810 million as of December 31, 2024 and 2023.

Such gross receivables were $ 1.02 billion and $ 940 million as of December 31, 2025 and 2024.

A summary of total vacation ownership receivables and other securitized assets, net of securitized liabilities and the allowance for loan losses, is as follows (in millions):

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The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

The Company’s derivative instruments currently consist of interest rate caps and foreign exchange forward contracts.

The Company’s derivative instruments currently consist of foreign exchange forward contracts and interest rate caps.

See Note 18— Financial Instruments for additional details.

As of December 31, 2024, the Company had foreign exchange contracts resulting in less than $ 1 million of assets which are included within Other assets and $ 1 million of liabilities which are included in Accrued expenses and other liabilities on the Consolidated Balance Sheets.

As of December 31, 2025, the Company had no foreign exchange contracts resulting in an asset and less than $ 1 million of liabilities which are included in Accrued expenses and other liabilities on the Consolidated Balance Sheets.

On a recurring basis, such assets and liabilities are remeasured at estimated fair value (all of which are Level 2) and thus are equal to the carrying value.

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The Company estimates the fair value of its non-recourse vacation ownership debt by obtaining Level 2 inputs comprised of indicative bids from investment banks that actively issue and facilitate the secondary market for timeshare securities.

The Company estimates the fair value of its debt, excluding finance leases, using Level 2 inputs based on indicative bids

from investment banks and determines the fair value of its secured notes using quoted market prices (such secured notes are not actively traded).

The Company estimates the fair value of its debt, excluding finance leases, using Level 2 inputs based on indicative bids from investment banks and determines the fair value of its secured notes using quoted market prices (such secured notes are not actively traded).

Financial Instruments

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The Company uses freestanding foreign currency forward contracts to manage a portion of its exposure to changes in foreign currency exchange rates associated with its foreign currency denominated receivables, payables, and forecasted earnings of foreign subsidiaries.

Additionally, the Company has used foreign currency forward contracts designated as cash flow hedges to manage a portion of its exposure to changes in forecasted foreign currency denominated vendor payments.

As of December 31, 2024, the Company had no gains or losses relating to contracts designated as cash flow hedges included in AOCL.

Additionally, the Company has used foreign currency forward contracts designated as cash flow hedges to manage a portion of its

exposure to changes in forecasted foreign currency denominated vendor payments.

As of December 31, 2025, the Company had no gains or losses relating to foreign currency contracts designated as cash flow hedges included in AOCL.

Interest Rate Risk

24 unchanged sentences

Additionally, residents who live in California represent 17 % of the Company’s outstanding VOCRs portfolio.

Included within the Consolidated Statements of Income are net revenues generated in the state of Florida of 15 % during 2024, 2023 and 2022;

Included within the Consolidated Statements of Income are net revenues generated in the state of Florida of 17 %, during 2025, and 15 % for both 2024 and 2023;

net revenues generated in California of 10 %, 11 %, and 10 %;

6 unchanged sentences

In the normal course of business, the Company makes various commitments to purchase goods or services from specific suppliers, including those related to vacation ownership resort development and other capital expenditures.

Purchase commitments made by the Company as of December 31, 2024, aggregated to $ 777 million, of which $ 502 million were for marketing-related activities, $ 116 million were related to the development of vacation ownership properties, and $ 106 million were for information technology activities.

Purchase commitments made by the Company as of December 31, 2025, aggregated to $ 1.09 billion, of which $ 501 million were for marketing-related activities, $ 398 million were related to the development of vacation ownership properties, and $ 126 million were for information technology activities.

Letters of Credit

1 unchanged sentence

As of December 31, 2024, the Company had $ 45 million of irrevocable standby letters of credit outstanding, of which $ 1 million was under its revolving credit facility.

The letters of credit issued

during 2024 and 2023 also supported the securitization of VOCR fundings, certain insurance policies, and development activity at the Company’s Vacation Ownership segment.

The letters of credit issued during 2025 and 2024 also supported the securitization of VOCR fundings, certain insurance policies, and development activity at the Company’s Vacation Ownership segment.

A portion of the Company’s vacation ownership sales and developments are supported by surety bonds provided by affiliates of certain insurance companies in order to meet regulatory requirements of certain states.

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The Company records an accrual for legal contingencies when it determines, after consultation with outside counsel where appropriate, that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

In making such determinations, the Company evaluates, among other things, the degree of probability of an unfavorable outcome and, when it is probable that a liability has been incurred, the Company’s ability to make a reasonable estimate of loss.

making such determinations, the Company evaluates, among other things, the degree of probability of an unfavorable outcome and, when it is probable that a liability has been incurred, the Company’s ability to make a reasonable estimate of loss.

The Company reviews these accruals each fiscal quarter and makes revisions based on changes in facts and circumstances including changes to its strategy in dealing with these matters.

The Company believes that it has adequately accrued for such matters with reserves of $ 4 million and $ 7 million as of December 31, 2024 and 2023.

The Company believes that it has adequately accrued for such matters with estimated liabilities of $ 2 million and $ 4 million as of December 31, 2025 and 2024.

Litigation is inherently unpredictable and, although the Company believes that its accruals are adequate and/or that it has valid defenses in these matters, unfavorable results could occur.

1 unchanged sentence

As of December 31, 2025, it is estimated that the potential exposure resulting from adverse outcomes of such legal proceedings could, in the aggregate, range up to $ 16 million in excess of recorded accruals.

Such accruals are exclusive of matters relating to the Company’s separation from Avis Budget Group Inc., matters relating to the spin-off of Wyndham Hotels (“Spin-off”), and matters relating to the sale of the vacation rentals businesses, which are discussed in Note 27— Transactions with Former Parent and Former Subsidiaries .

Such accruals are exclusive of matters relating to the Company’s separation from the Company’s former parent ABG, matters relating to the spin-off of Wyndham Hotels & Resorts, Inc.

(“Spin-off”), and matters relating to the sale of the vacation rentals businesses, which are discussed in Note 26— Transactions with Former Parent and Former Subsidiaries .

However, the Company does not believe that the impact of such litigation should result in a material liability to the Company in relation to its consolidated financial position and/or liquidity.

For matters deemed reasonably possible, therefore not requiring accrual, the Company believes that such matters will not have a material effect on its results of operations, financial position or cash flows based on information currently available.

In addition to the items listed above, the Company has reached an agreement in principle with the SEC Staff to settle an inquiry relating to its disclosures regarding certain delinquent and defaulted loans that the Company agreed to rescind in 2019 and 2020.

The proposed settlement is subject to approval by the SEC.

Until it is approved, there can be no assurance that the matter will ultimately be resolved on terms acceptable to the Company and the SEC.

The proposed settlement, which would be entered into on a neither admit nor deny basis, involves non-scienter-based violations of the federal securities laws by the Company and a civil monetary penalty of $ 975,000 .

Such amount has been accrued within Accrued expenses and other liabilities on the Consolidated Balance sheet for the year ended December 31, 2025.

G UARANTEES /I NDEMNIFICATIONS

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The components of accumulated other comprehensive loss are as follows (in millions):

Pretax Foreign Currency Translation Adjustments Unrealized (Losses)/Gains on Cash Flow Hedges Defined Benefit Pension Plans Accumulated Other Comprehensive Loss

Balance as of December 31, 2021 $ ( 145 ) $ ( 1 ) $ — $ ( 146 )

Other comprehensive (loss)/income

( 33 ) 1 — ( 32 )

Pretax Foreign Currency Translation Adjustments Defined Benefit Pension Plans Accumulated Other Comprehensive Loss

Balance as of December 31, 2022 $ ( 178 ) $ — $ ( 178 )

4 unchanged sentences

Balance as of December 31, 2024 ( 210 ) 1 ( 209 )

Tax Foreign Currency Translation Adjustments Unrealized (Losses)/Gains on Cash Flow Hedges Defined Benefit Pension Plans Accumulated Other Comprehensive Loss

Other comprehensive income

Balance as of December 31, 2025 $ ( 164 ) $ 1 $ ( 163 )

Other comprehensive income/(loss) 2 ( 1 ) — 1

Tax Foreign Currency Translation Adjustments Defined Benefit Pension Plans Accumulated Other Comprehensive Loss

Balance as of December 31, 2022 $ 99 $ — $ 99

Other comprehensive income

Other comprehensive loss

Balance as of December 31, 2023 99 — 99

2 unchanged sentences

Balance as of December 31, 2024 97 — 97

Net of Tax Foreign Currency Translation Adjustments Unrealized (Losses)/Gains on Cash Flow Hedges Defined Benefit Pension Plans Accumulated Other Comprehensive Loss

Balance as of December 31, 2021 $ ( 48 ) $ — $ — $ ( 48 )

Other comprehensive loss

( 31 ) — — ( 31 )

Balance as of December 31, 2025 $ 97 $ — $ 97

Net of Tax Foreign Currency Translation Adjustments Defined Benefit Pension Plans Accumulated Other Comprehensive Loss

Balance as of December 31, 2022 $ ( 79 ) $ — $ ( 79 )

Other comprehensive income

3 unchanged sentences

Balance as of December 31, 2024 ( 113 ) 1 ( 112 )

Other comprehensive income

Balance as of December 31, 2025 $ ( 67 ) $ 1 $ ( 66 )

Foreign currency translation adjustments exclude income taxes related to investments in foreign subsidiaries where the Company intends to reinvest the undistributed earnings indefinitely in those foreign operations.

7 unchanged sentences

During the year ended December 31, 2025, the Company granted incentive equity awards to key employees and senior officers of $ 43 million in the form of RSUs and $ 10 million in the form of PSUs, based on target performance.

Of these awards, the majority of RSUs will vest ratably over a period of four years and the PSUs will cliff vest on the third anniversary of the grant date, contingent upon the Company achieving certain performance metrics, with a maximum vesting of 200 %.

Of these awards, the majority of RSUs will vest ratably over a period of four years and the PSUs will cliff vest on the third

anniversary of the grant date, contingent upon the Company achieving certain performance metrics, with a maximum vesting of 200 %.

During the year ended December 31, 2024, the Company granted incentive equity awards of $ 34 million in the form of RSUs and $ 10 million in the form of PSUs.

1 unchanged sentence

The activity related to incentive equity awards granted by the Company to key employees and senior officers for the year ended December 31, 2025, consisted of the following (in millions, except grant prices):

Balance as of December 31, 2023 Granted Vested/Exercised (a)

Cancelled / Forfeited (b)

Balance as of December 31, 2024 Granted Performance Adjustment (a)

Vested/Exercised (b)

Cancelled / Forfeited (c)

Balance as of December 31, 2025

Number of RSUs 1.6 0.8 ( 0.6 ) ( 0.2 ) 1.6 (c)

Number of RSUs 1.6 0.8 — ( 0.6 ) ( 0.1 ) 1.7 (d)

Weighted average grant price $ 45.99 $ 55.58 $ — $ 47.84 $ 47.60 $ 49.64

Number of PSUs 0.8 0.2 ( 0.1 ) — 0.9 (d)

Number of PSUs 0.9 0.2 0.1 ( 0.3 ) — 0.9 (e)

Weighted average grant price $ 45.17 $ 54.46 $ 52.87 $ 52.87 $ — $ 46.08

Number of NQs 2.3 — ( 0.2 ) ( 0.7 ) 1.4 (e)

Number of NQs 1.4 — — ( 0.5 ) — 0.9 (f)

Weighted average grant price $ 43.40 $ — $ — $ 42.50 $ — $ 43.97

(a) Upon exercise of NQs and vesting of RSUs and PSUs, the Company issues new shares to participants.

(b) The Company recognizes cancellations and forfeitures as they occur.

(c) Aggregate unrecognized compensation expense related to RSUs was $ 49 million as of December 31, 2024, which is expected to be recognized over a weighted average period of 2.5 years.

(d) The a ggregate unrecognized compensation expense related to PSUs that are probable of vesting was $ 9 million as of December 31, 2024, which is expected to be recognized over a weighted average period of 2.0 years.

(a) Represents additional shares awarded as the Company exceeded target performance metrics at the end of the associated performance period.

(b) Upon exercise of NQs and vesting of RSUs and PSUs, the Company issues new shares to participants.

(d) Aggregate unrecognized compensation expense related to RSUs was $ 55 million as of December 31, 2025, which is expected to be recognized over a weighted average period of 2.5 years.

(e) The aggregate unrecognized compensation expense related to PSUs that are probable of vesting was $ 13 million as of December 31, 2025, which is expected to be recognized over a weighted average period of 1.8 years.

The maximum amount of compensation expense associated with PSUs that are not probable of vesting could range up to $ 2 million which would be recognized over a weighted average period of 0.2 years.

(e) There were 1.1 million NQs which were exercisable as of December 31, 2024.

(f) There were 0.9 million NQs which were exercisable as of December 31, 2025.

These exercisable NQs will expire over a weighted average period of 4.1 years and carry a weighted average grant date fair value of $ 9.08 .

Unrecognized compensation expense for the NQs was less than $ 1 million as of December 31, 2024, which is expected to be recognized over a weighted average period of 0.2 years.

There was no unrecognized compensation expense for NQs as of December 31, 2025.

The Company did not grant any stock options during the years 2025, 2024, or 2023.

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The projected dividend yield was based on the Company’s anticipated annual dividend divided by the price of the Company’s stock on the date of the grant.

The Company received $ 6 million from option exercises during 2024, and less than $ 1 million in each of 2023 and 2022.

The total intrinsic value of options exercised was $ 1 million during 2024, and less than $ 1 million during 2023 and 2022.

The vest date fair value of shares that vested during 2024, 2023, and 2022 were $ 35 million, $ 37 million, and $ 34 million.

The Company received $ 24 million, $ 6 million, and less than $ 1 million from option exercises during 2025, 2024, and 2023.

The total intrinsic value of options exercised was $ 10 million, $ 1 million, and less than $ 1 million during 2025, 2024, and 2023.

The vest date fair value of shares that vested were $ 53 million, $ 35 million, and $ 37 million during 2025, 2024, and 2023.

Stock-Based Compensation Expense

The Company recorded stock-based compensation expense of $ 57 million, $ 41 million, and $ 38 million during 2025, 2024, and 2023, related to the incentive equity awards granted to key employees, senior officers, and non-employee directors.

During 2024, 2023, and 2022 such stock-based compensation expense includes $ 1 million, $ 2 million, and $ 3 million which has been classified within Restructuring on the Consolidated Statements of Income.

During 2024 and 2023 such stock-based compensation expense includes $ 1 million and $ 2 million which has been

classified within Restructuring on the Consolidated Statements of Income.

The Company recognized $ 17 million, $ 11 million, and $ 9 million of tax benefits associated with stock-based compensation during 2025, 2024, and 2023.

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The Company has an employee stock purchase plan which allows eligible employees to purchase common shares of Company stock through payroll deductions at a 10 % discount off the fair market value at the grant date.

The Company issued 0.2 million, 0.2 million, and 0.3 million shares under this plan during 2024, 2023, and 2022 and recognized $ 1 million of compensation expense for each of these issuances.

The Company issued 0.2 million shares under this plan during each of 2025, 2024, and 2023 and recognized $ 1 million of compensation expense for each of these issuances.

The value of shares issued under this plan was $ 10 million, $ 9 million, and $ 10 million during 2025, 2024, and 2023.

11 unchanged sentences

The Company had $ 7 million and $ 5 million of net pension liability as of December 31, 2025 and 2024, included within Accrued expenses and other liabilities on the Consolidated Balance Sheets.

The Company had $ 1 million of

unrecognized gains as of both December 31, 2024 and 2023;

which were included within Accumulated other comprehensive loss on the Consolidated Balance Sheets.

As of December 31, 2025 and 2024 the Company had less than $ 1 million and $ 1 million of unrecognized gains associated with these plans included within Accumulated other comprehensive loss on the Consolidated Balance Sheets.

The Company’s policy is to contribute amounts sufficient to meet minimum funding requirements as set forth in employee benefit and tax laws and additional amounts that the Company determines to be appropriate.

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In identifying its reportable segments the Company analyzed the components of each segment, the nature of the segments’ products and services, and prescribed quantitative thresholds.

Based on this analysis the Company aggregates two geographical operating segments within the Vacation Ownership reportable segment and two operating segments within the Travel and Membership reportable segment.

The Vacation Ownership segment develops, markets, and sells VOIs to individual consumers, provides consumer financing in connection with the sale of VOIs, and provides property management services at resorts.

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This analysis is used to make certain decisions regarding the allocation of capital and personnel to the segments.

During the third quarter of 2024, the Company updated its definition of Adjusted EBITDA to exclude certain non-recurring costs directly incurred to integrate mergers and/or acquisitions into its existing business as these costs do not reflect recurring operating expenses.

This change was made as a result of the Company’s acquisition of Accor Vacation Club.

As this business is being further integrated into the Company’s operations, it has begun incurring certain discrete non-recurring costs directly attributable to integration activities and the Company believes excluding these types of costs would assist investors in understanding its ongoing performance when considered with GAAP measures.

During the fourth quarter of 2025, the Company updated its definition of Adjusted EBITDA to exclude inventory write-downs associated with the Company’s resort optimization initiative.

This initiative resulted in inventory write-downs related to agreements to supply replacement inventory to vacation ownership clubs impacted by this initiative.

These charges are included within Cost of vacation ownership interests on the Consolidated Statements of Income.

For additional detail on the resort optimization initiative see Note 25— Restructuring.

As a result of this change, Adjusted EBITDA is now defined by the Company as net income from continuing operations before depreciation and amortization, interest expense (excluding consumer financing interest), early extinguishment of debt, interest income (excluding consumer financing revenues) and income taxes.

Adjusted EBITDA also excludes stock-based compensation costs, separation and restructuring costs, legacy items, transaction and integration costs associated with mergers, acquisitions, and divestitures, asset impairments/recoveries, gains and losses on sale/disposition of business, and items that meet the conditions of unusual and/or infrequent.

Adjusted EBITDA also excludes stock-based compensation costs, separation and restructuring costs, legacy items, transaction and integration costs associated with mergers, acquisitions, and divestitures, asset impairments/recoveries and inventory write-downs associated with the Company’s resort optimization initiative, gains and losses on sale/disposition of business, and items that meet the conditions of unusual and/or infrequent.

Legacy items include the resolution of and adjustments to certain contingent assets and liabilities related to acquisitions of continuing businesses and dispositions, including the separation of Wyndham Hotels and ABG, and the sale of the vacation rentals businesses.

The Company believes that Adjusted EBITDA is a useful measure of performance for its segments which, when considered with GAAP measures, the Company believes gives a more complete understanding of its operating performance.

Integration costs represent certain non-recurring costs directly incurred to integrate mergers and/or acquisitions into the existing business.

The Company excludes these costs as they do not reflect recurring operating expenses.

The Company believes that Adjusted EBITDA is a useful measure of performance for its segments which, when considered with GAAP measures, gives a more complete understanding of its operating performance.

The Company’s presentation of Adjusted EBITDA may not be comparable to similarly-titled measures used by other companies.

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$ 861 $ 228 $ 1,089

Elimination of intersegment expenses 36

Other Adjusted EBITDA, net of intersegment expenses ( 122 )

Other Adjusted EBITDA ( 99 )

Adjusted EBITDA $ 990

1 unchanged sentence

Adjusted EBITDA $ 990

Inventory write-downs and asset impairments, net (i)

Stock-based compensation ( 57 )

Restructuring (i)

Legacy items ( 11 )

Asset impairments, net ( 3 )

Restructuring

Acquisition and divestiture related costs ( 1 )

Fair value change in contingent consideration 7

Integration costs ( 1 )

Depreciation and amortization ( 124 )

3 unchanged sentences

Provision for income taxes ( 107 )

Net income from continuing operations 378

Gain on disposal of discontinued business, net of income taxes 33

Net income attributable to Travel + Leisure Co.

6 unchanged sentences

(f) Represents maintenance fees incurred by the Company for unsold VOIs, net of monetization.

(g) Represents Cost of vacation ownership interests on the Consolidated Statements of Income.

(g) Represents Cost of vacation ownership interests on the Consolidated Statements of Income, excluding $ 216 million of inventory write-downs and impairments which are not included in the determination of Adjusted EBITDA.

(h) Includes expenses for VOI travel packages, VOI incentives, and professional fees reported within Operating expenses, and other non-operating income/expense items included in the determination of Adjusted EBITDA;

such as dividend income, business insurance proceeds, and asset sales.

(i) Includes $ 1 million of stock-based compensation expense associated with the 2022 restructuring plans.

such as dividend income.

(i) Includes $ 216 million of inventory write-downs and impairments related to the Company’s resort optimization initiative included in Cost of vacation ownership interests on the Consolidated Statements of Income.

(j) Includes $ 5 million of employee costs associated with the Company’s resort optimization initiative included within Operating expense on the Consolidated Statements of Income, and $ 2 million of other items that meet the conditions of unusual and/or infrequent, partially offset by a $ 4 million gain on sale of a corporate building owned by the Travel and Membership segment, which was previously held-for-sale.

Year Ended December 31, 2024

12 unchanged sentences

Sales administration 194 — (c)

Cost of sales 132 (f)

Developer obligations (g)

Consumer financing interest

Developer obligations (f)

Licensing fees 94 — (c)

Cost of sales 92 (g)

Fee-for-Service expenses 43 — (c)

4 unchanged sentences

$ 764 $ 251 $ 1,015

Elimination of intersegment expenses 6

Other Adjusted EBITDA, net of intersegment expenses ( 74 )

Elimination of intersegment Adjusted EBITDA 32

Other Adjusted EBITDA ( 118 )

Adjusted EBITDA $ 929

4 unchanged sentences

Legacy items ( 11 )

Loss on sale of business ( 2 )

Asset impairments, net (j)

Asset impairments, net ( 3 )

Acquisition and divestiture related deal costs ( 2 )

Fair value change in contingent consideration 7

Integration costs ( 1 )

Depreciation and amortization ( 115 )

12 unchanged sentences

(e) Excludes stock-based compensation and legacy items which are not included in the determination of Adjusted EBITDA.

(f) Represents Cost of vacation ownership interests on the Consolidated Statements of Income, excluding $ 1 million of inventory impairments which are not included in the determination of Adjusted EBITDA.

(g) Represents maintenance fees incurred by the Company for unsold VOIs, net of monetization.

(f) Represents maintenance fees incurred by the Company for unsold VOIs, net of monetization.

(g) Represents Cost of vacation ownership interests on the Consolidated Statements of Income.

1 unchanged sentence

(i) Includes $ 1 million of stock-based compensation expense associated with the 2022 restructuring plans.

(j) Includes $ 1 million of inventory impairments reported within Cost of vacation ownership interests on the Consolidated Statements of Income.

Year Ended December 31, 2023

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Reconciliation of revenues

Other revenues (b)

Elimination of intersegment revenues ( 7 )

Total consolidated revenues $ 3,750

Property management expense 564 — (b)

Commissions 344 — (b)

General and administrative (d)

Sales administration 162 — (b)

Property management expense 607 — (c)

Commissions 358 — (c)

General and administrative (e)

Sales administration 179 — (c)

Cost of sales

Developer obligations (f)

Licensing fees 83 — (b)

Developer obligations (g)

Consumer financing interest

Licensing fees 89 — (c)

Fee-for-Service expenses

Contact center — (b)

Resort services — (b)

Other segment items (g)

Contact center — (c)

Resort services — (c)

Other segment items (h)

Reportable segment Adjusted EBITDA

$ 729 $ 247 $ 976

Elimination of intersegment expenses 3

Other Adjusted EBITDA, net of intersegment expenses ( 77 )

Elimination of intersegment Adjusted EBITDA

Other Adjusted EBITDA ( 67 )

Adjusted EBITDA $ 908

2 unchanged sentences

Stock-based compensation ( 36 )

Restructuring (h)

Asset impairments, net (i)

Loss on equity investment ( 5 )

COVID-19 related costs (j)

Restructuring (i)

Legacy items ( 8 )

Fair value change in contingent consideration 10

Loss on sale of business ( 2 )

Inventory write-downs and asset impairments, net (j)

Depreciation and amortization ( 112 )

8 unchanged sentences

(a) Includes $ 348 million provision for loan losses, net.

(b) Expense category not regularly provided to the CODM for this segment.

(c) Excludes licensing fees which are reported in Marketing on the Consolidated Statements of Income, as it is separately disclosed.

(d) Excludes stock-based compensation, legacy items, and COVID-19 related costs which are not included in the determination of Adjusted EBITDA.

(e) Represents Cost of vacation ownership interests on the Consolidated Statements of Income, excluding $ 1 million of inventory impairments which are not included in the determination of Adjusted EBITDA.

(f) Represents maintenance fees incurred by the Company for unsold VOIs, net of monetization.

(g) Includes expenses for VOI travel packages, VOI incentives, and professional fees reported within Operating expenses, and other non-operating income/expense items included in the determination of Adjusted EBITDA;

(b) Represents revenue recognized at the Company's Corporate and other segment for managing an insurance program on behalf of homeowners associations.

(d) Excludes licensing fees which are reported within Marketing on the Consolidated Statements of Income as it is separately disclosed.

(e) Excludes stock-based compensation and legacy items which are not included in the determination of Adjusted EBITDA.

(g) Represents maintenance fees incurred by the Company for unsold VOIs, net of monetization.

such as dividend income, business insurance proceeds, and asset sales.

(h) Includes $ 3 million of stock-based compensation expense associated with the 2022 restructuring plan.

(i) Includes $ 1 million of inventory impairments reported within Cost of vacation ownership interests on the Consolidated Statements of Income.

(j) Includes expenses related to COVID-19 testing and other expenses associated with the Company’s return-to-work program in 2022.

(i) Includes $ 2 million of stock-based compensation expense associated with the 2023 restructuring plans.

(j) Includes $ 1 million of inventory impairments reported within Cost of vacation ownership interests on the Consolidated Statements of Income.

The following tables present the Company’s segment asset information (in millions):

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Total $ 4,021 $ 3,864 $ 3,750 $ 1,704 $ 1,766

COVID-19 Related Items

During the year ended December 31, 2022, the Company had $ 2 million of employee compensation related and other expenses at its corporate operations related to COVID-19 testing and other expenses associated with the Company’s return-to-work program.

These costs are included within COVID-19 related costs on the Consolidated Statements of Income.

Impairments and Other Charges

During 2025, the Company recognized $ 10 million of Asset impairments, net on the Consolidated Statements of Income.

These impairments included fixed asset impairments of $ 8 million at the Vacation Ownership segment resulting from the resort optimization initiative discussed in Note 25— Restructuring , $ 1 million related to held-for-sale assets and $ 1 million related to a tradename impairment at the Travel and Membership segment.

In connection with the resort optimization initiative , the Company also incurred $ 216 million of inventory write-downs and impairments at its Vacation Ownership segment during the period associated with the removal of certain identified resorts from the Company’s portfolio and agreements to supply replacement inventory to vacation ownership clubs impacted by this initiative.

These charges are included within Cost of vacation ownership interests on the Consolidated Statements of Income.

During 2024, the Company recorded $ 3 million of impairments within Asset impairments, net on the Consolidated Statements of Income.

These impairments include $ 1 million related to held-for-sale assets, $ 1 million trademark impairment, and $ 1 million impairment of cloud computing arrangements at the Travel and Membership segment.

During 2022, the Company recorded $ 10 million of impairments within Asset impairments, net on the Consolidated Statements of Income.

These impairments included a $ 9 million loss on the sale at the Vacation Ownership segment related to certain property sold for $ 22 million, made up of $ 17 million in cash and a $ 5 million promissory note.

The Company also recorded a $ 2 million impairment of fixed assets at the Vacation Ownership segment and a $ 2 million trade name impairment at the Travel and Membership segment.

These impairments were offset by $ 3 million of asset recoveries, primarily related to previously impaired land which was sold during 2022.

Other Charges

During 2023 and 2022, the Company recorded a $ 1 million inventory impairment at the Vacation Ownership segment included within Cost of vacation ownership interests on the Consolidated Statements of Income.

During 2023, the Company recorded a $ 1 million inventory impairment at the Vacation Ownership segment included within Cost of vacation ownership interests on the Consolidated Statements of Income.

Restructuring

Resort Optimization Initiative

In order to promote the long-term strength of its portfolio of vacation ownership resorts, the Company undertook a strategic review with the intent of optimizing the overall quality of its resort portfolio, aligning with evolving owner preferences, preserving the affordability of maintenance fees, and mitigating the need for costly special assessments in the future.

This review identified 17 resorts requiring significant owner reinvestment, or are in markets that no longer align with owner demand.

As a result, during 2025, the Company proposed to the boards of these respective homeowners’ associations (“HOAs”) of the identified resorts, court-supervised restructuring plans to remove select resorts from the Company’s portfolio and reduce the number of units at certain other resorts.

As of December 31, 2025, the Company had received confirmation of both HOA board and required member approvals of the proposed actions for all but two HOAs at one of the identified resorts.

Member votes to decide on the proposed restructuring plans for the two remaining HOAs are scheduled to occur during the first quarter of 2026.

When completed, the identified resorts and related assets of the respective HOAs will be sold, and all owners, including the Company and its vacation ownership clubs, will receive pro-rata distributions of the net sales proceeds.

The Company anticipates that the respective HOAs will receive the necessary court approvals for the sale of the property governed by the HOAs by the end of 2026.

Related to this initiative, during the fourth quarter the Company has executed agreements to supply replacement inventory to its vacation ownership clubs impacted by the removal of the identified resorts in exchange for the clubs’ pro-rata distributions of net sales proceeds.

During 2025, the Company incurred $ 233 million of costs associated in connection with these actions, including $ 216 million of inventory write-downs and impairments at its Vacation Ownership segment associated with the removal of the identified resorts and the agreements to supply replacement inventory to the impacted vacation ownership clubs.

The valuation method used in the determination of the fair value of this inventory was based on a discounted cash flow model which used Level 3 inputs consisting of available property information and comparable sales to estimate income and operating expenses to determine an estimated price range.

The Company’s financial statements included the following impacts related to the resort optimization initiative (in millions):

Year Ended December 31, 2025 Income Statement Classification

Inventory write-downs $ 195 Cost of vacation ownership interests

Inventory impairments 21 Cost of vacation ownership interests

Fixed asset impairments 8 Asset impairments, net

Severance and related benefits 4 Restructuring

Other employee related costs 5 Operating

Total resort optimization initiative costs $ 233

As of December 31, 2025, there were $ 4 million of restructuring liabilities associated with this initiative, which are expected to be paid by the end of 2027.

2025 Restructuring Plan

2 unchanged sentences

These charges included personnel-related costs resulting from a reduction of approximately 250 employees and other expenses.

The 2024 restructuring plan charges consisted of (i) $ 10 million of personnel-related costs at the Travel and Membership segment, (ii) $ 3 million of personnel-related costs at the Company’s corporate operations, and (iii) $ 2 million of personnel-related costs at the Vacation Ownership segment.

The 2025 restructuring plan charges consisted of (i) $ 7 million of personnel-related costs at the Company’s corporate operations, (ii) $ 5 million of personnel-related costs and $ 2 million of fees associated with the termination of a licensing agreement at the Travel and Membership segment, and (iii) $ 1 million of personnel-related costs at the Vacation Ownership segment.

All material initiative and related expenses have been incurred as of December 31, 2025.

2 unchanged sentences

2024 Restructuring Plan

During 2024, the Company incurred $ 15 million of restructuring charges associated with the 2024 restructuring plan.

These actions were primarily focused on enhancing organizational efficiency and rationalizing operations.

These charges included personnel-related costs resulting from a reduction of approximately 300 employees and other expenses.

The 2024 restructuring plan charges consisted of (i) $ 10 million of personnel-related costs at the Travel and Membership segment,

(ii) $ 3 million of personnel-related costs at the Company’s corporate operations, and (iii) $ 2 million of personnel-related costs at the Vacation Ownership segment.

All material initiative and related expenses have been incurred as of December 31, 2025.

The 2024 restructuring liability was reduced by $ 7 million of cash payments during each of the years ended December 31, 2025 and 2024.

As of December 31, 2025, the 2024 restructuring liability has been fully settled.

2023 Restructuring Plan

During 2023, the Company incurred $ 26 million of restructuring charges.

4 unchanged sentences

These restructuring charges included $ 2 million of accelerated stock-based compensation expense, which is included within Additional paid-in capital on the Consolidated Balance Sheets.

The 2023 restructuring liability was reduced by $ 14 million and $ 8 million of cash payments during the years ended December 31, 2024 and 2023.

The remaining 2023 restructuring liability of less than $ 1 million is expected to be paid by the end of 2025.

2022 Restructuring Plan

During 2022, the Company incurred $ 14 million of restructuring charges.

These charges were associated with certain positions that were made redundant based upon changes to the organizational structure of the Company, primarily within the Travel and Membership segment.

The charges consisted of (i) $ 9 million of personnel-related costs at the Travel and Membership segment (ii) $ 3 million of lease and personnel-related costs at the Vacation Ownership segment, and (iii) $ 2 million of personnel-related costs at the Company’s corporate operations.

These restructuring charges included $ 3 million of accelerated stock-based compensation expense, which is included within Additional paid-in capital on the Consolidated Balance Sheets.

During 2024, the Company recognized an additional $ 1 million of stock-based compensation expense associated with the 2022 restructuring plan.

The 2022 restructuring liability was reduced by $ 1 million, $ 7 million, and $ 5 million of cash payments during the years ended December 31, 2024, 2023, and 2022.

The 2023 restructuring liability was reduced by less than $ 1 million, $ 14 million and $ 8 million of cash payments during the years ended December 31, 2025, 2024, and 2023.

As of December 31, 2025, the 2023 restructuring liability has been fully settled.

The Company has an additional restructuring plan which was implemented prior to 2022, all of which is related to leased facilities.

This restructuring liability was reduced by $ 3 million, $ 2 million, and $ 3 million of cash payments during the years ended December 31, 2024, 2023, and 2022.

As of December 31, 2024, the remaining liability of $ 15 million, all of which is related to leased facilities, is expected to be paid by the end of 2029.

The Company had additional restructuring plans which were implemented prior to 2023, related to leased facilities and personnel-related costs.

During 2024, the Company recognized $ 1 million of stock-based compensation expense associated with the 2022 restructuring plan.

These restructuring liabilities were reduced by $ 3 million, $ 3 million, and $ 2 million of cash payments during the years ended December 31, 2025, 2024, and 2023.

As of December 31, 2025, the remaining liability of $ 12 million is expected to be paid by the end of 2029.

The activity associated with the Company’s restructuring plans is summarized as follows (in millions):

19 unchanged sentences

Personnel-related 8 17 ( 11 ) — (a)

Other — 2 — — 2

$ 23 $ 19 $ ( 14 ) $ — $ 28

2 unchanged sentences

Matters Related to Former Parent

Pursuant to the Separation and Distribution Agreement with the Company’s former parent, Avis Budget Group, Inc.

(“ABG”), formerly Cendant Corporation, the Company entered into certain guarantee commitments with ABG and ABG’s former subsidiary, Anywhere Real Estate Inc.(formerly Realogy).

These guarantee arrangements primarily relate to certain contingent litigation liabilities, contingent tax liabilities, and ABG contingent and other corporate liabilities, of which Wyndham Worldwide Corporation assumed 37.5 % of the responsibility while ABG’s former subsidiary Anywhere Real Estate Inc.

Pursuant to the Separation and Distribution Agreement with the Company’s former parent, ABG, the Company entered into certain guarantee commitments with ABG and ABG’s former subsidiary, Anywhere Real Estate Inc.

(formerly Realogy).

These guarantee arrangements primarily related to certain contingent litigation liabilities, contingent tax liabilities, and ABG contingent and other corporate liabilities, of which Wyndham Worldwide Corporation (“Wyndham

Worldwide”) assumed 37.5 % of the responsibility while ABG’s former subsidiary Anywhere Real Estate Inc.

is responsible for the remaining 62.5 %.

1 unchanged sentence

therefore, Travel + Leisure Co.

is effectively responsible for 25 % of such matters subsequent to the separation.

was effectively responsible for 25 % of such matters subsequent to the separation.

Since ABG’s separation, ABG has settled the majority of the lawsuits that were pending on the date of the separation.

On March 21, 2023, the California Office of Tax Appeals (“OTA”) issued an opinion on a legacy tax matter involving ABG related to a 1999 transaction.

On March 21, 2023, the California Office of Tax Appeals (“OTA”) issued an opinion in favor of the California Franchise Tax Board on a legacy tax matter involving ABG related to a 1999 transaction.

The matter concerned (i) whether the statute of limitations barred proposed assessment notices issued by the California Franchise Tax Board;

and (ii) whether a transaction undertaken by the taxpayers for the 1999 tax year constituted a tax-free reorganization under the Internal Revenue Code.

The OTA ruled in favor of the California Franchise Tax Board.

During the second quarter of 2023, ABG filed a petition for rehearing.

On April 10, 2024, ABG’s petition was denied and the Company is currently awaiting final notice for the required payment, one third of which is the responsibility of Wyndham Hotels.

As of December 31, 2024 and 2023, the ABG separation and related liabilities were $ 24 million and $ 23 million, all of which were tax related liabilities.

ABG filed a petition for rehearing in 2023.

On April 10, 2024, the OTA denied ABG’s petition.

On May 27, 2025, the Company paid $ 24 million for its share of the taxes and interest, and was reimbursed $ 8 million by Wyndham Hotels for its one-third portion.

ABG intends to appeal.

As of December 31, 2025, the Company had $ 1 million ABG separation and related liabilities, comprised of contingent and corporate liabilities.

As of December 31, 2024, the Company had $ 24 million of ABG separation and related liabilities, all of which were tax related.

These liabilities are included within Accrued expenses and other liabilities on the Consolidated Balance Sheets.

15 unchanged sentences

At closing, the Company agreed to provide additional post-closing credit support to a British travel association and regulatory authority.

An escrow was established at closing, of which $ 46 million was subsequently released in exchange for a secured bonding facility and a perpetual guarantee denominated in pound sterling of $ 46 million.

An escrow was established at closing, of which $ 46 million was subsequently released in exchange for a secured bonding facility and a perpetual guarantee denominated in British pound sterling with a USD equivalent of $ 46 million.

The estimated fair value of the guarantee was $ 22 million at December 31, 2025.

2 unchanged sentences

During 2023, one of the guarantees under this agreement expired resulting in the Company recognizing $ 5 million within Gain on disposal of discontinued business, net of income taxes, with an offsetting $ 2 million of expense, representing Wyndham Hotels one-third share, included within General and administrative expense on the Consolidated Statements of Income.

During the second quarter of 2024, the remaining indemnifications expired which resulted in the recognitions of a $ 32 million Gain on disposal of discontinued business, net of income taxes, with an offsetting $ 12 million of expense, representing Wyndham Hotels one-third share, included within General and administrative expense on the Consolidated Statements of Income.

During 2024, the remaining indemnifications expired which resulted in the recognition of a $ 32 million Gain on disposal of discontinued business, net of income taxes, with an offsetting $ 12 million of expense,

representing Wyndham Hotels one-third share, included within General and administrative expense on the Consolidated Statements of Income.

Wyndham Hotels provided certain post-closing credit support primarily for the benefit of a British travel association in the form of guarantees which are mainly denominated in pound sterling of up to £ 61 million ($ 81 million USD) on a perpetual basis.

4 unchanged sentences

is responsible related to the sale of the European vacation rentals business at December 31, 2025, including the two-thirds portion related to guarantees provided by Wyndham Hotels, totaled $ 48 million and was recorded in Accrued expenses and other liabilities and total receivables of $ 7 million were included in Other assets on the Consolidated Balance Sheets, representing the portion of these guarantees and indemnifications for which Wyndham Hotels is responsible.

During 2019, Awaze proposed certain post-closing adjustments of £ 35 million ($ 44 million USD) related to the sale of the European vacation rentals business.

During 2021, the Company entered into a settlement agreement which received regulatory approval during 2022 to settle these post-closing adjustment claims for £ 5 million ($ 7 million USD);

one-third of which was the responsibility of Wyndham Hotels.

During 2022, the Company made this settlement payment which was included within Net cash provided by/(used in) investing activities from discontinued operations on the Consolidated Statements of Cash Flows and received $ 2 million from Wyndham Hotels for their one-third portion which was included within Net cash provided by operating activities on the Consolidated Statements of Cash Flows.

This matter is now resolved and no further payments are required.

Matters Related to the North American Vacation Rentals Business

In connection with the sale of the North American vacation rentals business, the Company agreed to indemnify Vacasa LLC against certain claims and assessments, including income tax and other tax matters related to the operations of the

North American vacation rentals business for the periods prior to the transaction.

The estimated fair value of the indemnifications was $ 2 million, which was included in Accrued expenses and other liabilities on the Consolidated Balance Sheets as of December 31, 2025.

2 unchanged sentences

business travel through a timesharing arrangement.

The Company incurred less than $ 1 million of expenses related to this timesharing arrangement during the years ended December 31, 2024, 2023, and 2022.

The Company incurred less than $ 1 million of expenses related to this timesharing arrangement during each of the years ended December 31, 2025, 2024, and 2023.

During 2024, the Company entered into a consulting agreement with a former executive.

The Company incurred expenses of less than $ 1 million related to this agreement, which was concluded as of December 31, 2024.

Subsequent Events

On February 13, 2026, the Company’s Board of Directors increased the authorization for the Company’s share repurchase program by $ 750 million.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data