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OTHER INFORMATION
−Removed: (a) On February 14, 2025, the Compensation Committee of the Board of Directors approved amendments to the outstanding restricted stock unit award agreements of Michael A.
−Removed: Hug, Chief Financial Officer of the Company, to provide for the continued vesting of such awards in accordance with their respective vesting schedules following his planned retirement on the earlier of (i) a date that is mutually agreeable to Mr.
−Removed: Hug and the Company and (ii) June 1, 2025.
−Removed: (b) On October 29, 2024 , James Savina , General Counsel and Corporate Secretary , terminated the Rule 10b5-1 trading arrangement, dated December 5, 2023, for the sale of up to 27,000 shares of the Company’s common stock, and entered into a new Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 26,442 shares of the Company’s common stock until December 17, 2025 .
−Removed: On December 11, 2024 , Geoff Richards , Chief Operating Officer - Vacation Ownership , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 15,216 shares of the Company’s common stock until March 31, 2026 .
−Removed: On December 17, 2024 , Kimberly Marshall , Chief Human Resources Officer , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 33,000 shares of the Company’s common stock until March 13, 2026 .
−Removed: On December 17, 2024 , Jeff Myers , Chief Sales and Marketing Officer - Vacation Ownership , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 44,122 shares of the Company’s common stock until March 18, 2026 .
+Added: (b) On November 25, 2025 , Michael D.
+Added: Brown , President and Chief Executive Officer , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 139,198 shares of the Company’s common stock until February 19, 2027 .
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
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A copy of the Travel + Leisure Co.
−Removed: Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K for the year ended December 31, 2024.
+Added: Insider Trading Policy was filed as Exhibit 19.1 to the Annual Report on Form 10-K for the year ended December 31, 2024.
EXECUTIVE COMPENSATION
−Removed: The information required by Item 11 is included in the Proxy Statement for our 2025 Annual Meeting of Shareholders under the captions “Compensation of Directors,” “Executive Compensation” and “Committees of the Board,” and is incorporated herein by reference.
+Added: The information required by Item 11 is included in the Proxy Statement for our 2026 Annual Meeting of Shareholders under the captions “Director Compensation,” “Executive Compensation” and “Committees of the Board,” and is incorporated herein by reference.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Form S-3 filed November 25, 2008) .
−Removed: 4.2 Ninth Supplemental Indenture, dated September 15, 2015, between Wyndham Worldwide Corporation and U.S.
−Removed: Bank National Association, as Trustee, respecting Senior Notes due 2025 (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed September 15, 2015) .
−Removed: 4.3 Form of 5.100% Notes due 2025 (adjusted to 6.60%) (included within Exhibit 4.
4.2 Tenth Supplemental Indenture, dated March 21, 2017, between Wyndham Worldwide Corporation and U.S.
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4.10 Form of 4.50% Senior Secured Notes due 2029 (included within Exhibit 4.
−Removed: Description of Registrant’s Securities (incorporated by reference to Exhibit 4.23 to the Registrant's Form 10-K filed February 24, 2021).
+Added: 4.11 Fourth Supplemental Indenture, dated August 19, 2025, between Travel + Leisure Co.
+Added: Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 19, 2025) .
+Added: 4.12 Form of 6.125% Senior Secured Notes due 2033 (included within Exhibit 4.11) .
+Added: 4.13* Description of Registrant’s Securities.
10.1 Credit Agreement, dated as of May 31, 2018, among Wyndham Destinations, Inc., the guarantors party thereto from time to time, Bank of America, N.A., as Administrative and Collateral Agent, and the lenders party thereto (incorporated by reference to Exhibit 10.5 to the Registrant’s Form 8-K filed June 4, 2018).
5 unchanged sentences
10.7 Sixth Amendment, dated December 10, 2024, to the Credit Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed December 11, 2024).
+Added: 10.8 Seventh Amendment, dated June 25, 2025, to the Credit Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed June 25, 2025).
+Added: 10.9 Eighth Amendment, dated December 10, 2025, to the Credit Agreement, including as Exhibit B thereto a conformed copy of the Credit Agreement reflecting all Amendments through the Eighth Amendment (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed December 10, 2025) .
Amended and Restated Indenture and Servicing Agreement, dated as of October 1, 2010, by and among Sierra Timeshare Conduit Receivables Funding II, LLC, as Issuer, Wyndham Consumer Finance, Inc., as Servicer, Wells Fargo Bank, National Association, as Trustee and U.S.
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Bank National Association, as Collateral Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed October 25, 2023).
+Added: 10.22 Thirteenth Amendment, dated as of April 17, 2025, to the Amended and Restated Indenture and Servicing Agreement, dated as of October 1, 2010, by and among Sierra Timeshare Conduit Receivables Funding II, LLC, as Issuer, Wyndham Consumer Finance, Inc., as Servicer, Wells Fargo Bank, National Association, as Trustee, and U.S.
+Added: Bank National Association, as Collateral Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed July 23, 2025).
10.23 Share Sale Agreement, by and among Wyndham Destination Network, LLC, the other Sellers named therein, and Compass IV Limited, dated as of March 27, 2018 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed on May 2, 2018).
19 unchanged sentences
and Said Esfahani (incorporated by reference to Exhibit 10.27 to the Registrant’s Form 10-K filed February 23, 2022).
−Removed: 10.30† Letter Agreement, dated as of February 7, 2019, by and between Wyndham Destinations, Inc.
−Removed: and Olivier Chavy (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed July 28, 2022).
−Removed: 10.31† Separation Agreement, dated February 13, 2024, between Travel + Leisure Co.
−Removed: and Olivier Chavy (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q filed April 24, 2024).
−Removed: 10.32†* Consulting Agreement between RCI, LLC and Olivier Chavy.
10.33† Letter Agreement, dated September 13, 2022, by and between Travel + Leisure Co.
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and Amandine Robin-Caplan (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed July 26, 2023).
−Removed: 10.35†* Wyndham Worldwide Corporation 2006 Equity and Incentive Plan (amended and restated as of March 12, 2024).
+Added: 10.35† Letter agreement, dated April 11, 2025, by and between Travel & Leisure Co.
+Added: and Erik Hoag (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q filed July 23, 2025).
+Added: 10.36† Wyndham Worldwide Corporation 2006 Equity and Incentive Plan (amended and restated as of March 12, 2024) (incorporated by reference to Exhibit 10.35 to the Registrants Form 10-K filed February 19, 2025) .
10.37† Form of Award Agreement for Stock Appreciation Rights (incorporated by reference to Exhibit 10.18 to the Registrant’s Form 10-K filed February 17, 2012).
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10.42† Form of Award Agreement for Restricted Stock Units for Non-Employee Directors, dated March 7, 2019 (incorporated by reference to Exhibit 10.5 to the Registrant’s Form 10-Q filed May 1, 2019).
+Added: 10.43† Form of Award Agreement for Restricted Stock Units for Non-Employee Directors (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed April 23, 2025).
10.44† Form of Award Agreement for Restricted Stock Units for U.S.
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Employees, dated March 12, 2024 (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q filed April 24, 2024).
+Added: 10.50† Form of Amended & Restated Award Agreement for Restricted Stock Units for Michael A.
+Added: Hug (incorporated by reference to Exhibit 10.5 to the Registrant’s Form 10-Q filed July 23, 2025).
10.51† Wyndham Worldwide Corporation Savings Restoration Plan (incorporated by reference to Exhibit 10.7 to the Registrant’s Form 8-K filed July 19, 2006).
10.52† Amendment Number One to Wyndham Worldwide Corporation Savings Restoration Plan, dated December 31, 2008 (incorporated by reference to Exhibit 10.17 to the Registrant’s Form 10-K filed February 27, 2009).
−Removed: 10.50† Wyndham Worldwide Corporation Non-Employee Directors Deferred Compensation Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Form 8-K filed July 19, 2006).
−Removed: 10.51† First Amendment to Wyndham Worldwide Corporation Non-Employee Directors Deferred Compensation Plan (incorporated by reference to Exhibit 10.48 to the Registrant’s Form 10-K filed March 7, 2007).
−Removed: 10.52† Amendment Number Two to the Wyndham Worldwide Corporation Non-Employee Directors Deferred Compensation Plan, dated December 31, 2008 (incorporated by reference to Exhibit 10.20 to the Registrant’s Form 10-K filed February 27, 2009).
+Added: 10.53† Amended & Restated Director Deferred Compensation Plan, dated May 20, 2025 (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q filed July 23, 2025).
10.54† Wyndham Worldwide Corporation Officer Deferred Compensation Plan (incorporated by reference to Exhibit 10.8 to the Registrant’s Form 8-K filed July 19, 2006).
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19.1 Travel + Leisure Co.
−Removed: Insider Trading Policy.
+Added: Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant's Form 10-K filed February 19, 2025).
21.1* Subsidiaries of the Registrant.
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(Principal Executive Officer) February 18, 2026
−Removed: /s/ M ICHAEL A.
+Added: /s/ E RIK H OAG
Executive Vice President and Chief Financial Officer
23 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.