MARRIOTT VACATIONS WORLDWIDE Corp 10-Q

Item 5. Other Information (c) Trading Plans During the quarter ended September 30, 2023, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K). 67 Table of Contents Item 6. Exhibits All documents referenced below are being filed as a part of this Quarterly Report on Form 10-Q, unless otherwise noted. Exhibit Number Description Filed Herewith Incorporation By Reference From Form Exhibit Date Filed 2.1 Agreement and Plan of Merger, dated as of April 30, 2018, by and among Marriott Vacations Worldwide Corporation, ILG, Inc., Ignite Holdco, Inc., Ignite Holdco Subsidiary, Inc., Volt Merger Sub, Inc., and Volt Merger Sub LLC* 8-K 2.1 5/1/2018 2.2 Agreement and Plan of Merger by and among Marriott Vacations Worldwide Corporation, Sommelier Acquisition Corp., Champagne Resorts, Inc., Welk Hospitality Group, Inc. and the Shareholder Representative, dated as of January 26, 2021 8-K 2.1 1/26/2021 3.1 Second Restated Certificate of Incorporation of Marriott Vacations Worldwide Corporation 8-K 3.2 5/15/2023 3.2 Restated Bylaws of Marriott Vacations Worldwide Corporation (effective May 12, 2023) 10-Q 3.3 8/4/2023 4.1 Form of certificate representing shares of common stock, par value $0.01 per share, of Marriott Vacations Worldwide Corporation 10 4.1 10/14/2011 4.2 Indenture, dated as of October 1, 2019, by and among Marriott Ownership Resorts, Inc., Marriott Vacations Worldwide Corporation, as guarantor, the other guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee 8-K 4.1 10/1/2019 4.3 Supplemental Indenture, dated December 31, 2019, by and among Marriott Ownership Resorts, Inc., MVW Vacations, LLC and the Bank of New York Mellon Trust Company, N.A., as trustee 10-K 4.12 3/2/2020 4.4 Second Supplemental Indenture, dated February 26, 2020, by and among Marriott Ownership Resorts, Inc., MVW Services Corporation, and the Bank of New York Mellon Trust Company, N.A., as trustee 10-K 4.13 3/2/2020 4.5 Form of 4.750% Senior Notes due 2028 (included as Exhibit A to Exhibit 4.2 above) 8-K 4.2 10/1/2019 4.6 Registration Rights Agreement, dated as of October 1, 2019, by and among Marriott Ownership Resorts, Inc., Marriott Vacations Worldwide Corporation, as guarantor, the other guarantors party thereto and J.P. Morgan Securities LLC 8-K 4.3 10/1/2019 4.7 Indenture, dated as of May 13, 2020, by and among Marriott Ownership Resorts, Inc., Marriott Vacations Worldwide Corporation, as guarantor, the other guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent 8-K 4.1 5/15/2020 4.8 Form of 6.125% Senior Secured Notes due 2025 (included as Exhibit A to Exhibit 4.7) 8-K 4.1 5/15/2020 4.9 Indenture, dated as of February 2, 2021, by and among Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc. and the other guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee 8-K 4.1 2/3/2021 4.10 Form of 0.00% Convertible Senior Note due 2026 (included as Exhibit A to Exhibit 4.9 above) 8-K 4.1 2/3/2021 4.11 Indenture, dated as of June 21, 2021, by and among Marriott Ownership Resorts, Inc., Marriott Vacations Worldwide Corporation, as guarantor, the other guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee 8-K 4.1 6/22/2021 4.12 Form of 4.500% Senior Notes due 2029 (included as Exhibit A to Exhibit 4.11 above) 8-K 4.2 6/22/2021 68 Table of Contents Exhibit Number Description Filed Herewith Incorporation By Reference From Form Exhibit Date Filed 4.13 Indenture, dated as of December 8, 2022, by and among Marriott Vacations Worldwide Corporation, as issuer, Marriott Ownership Resorts, Inc. and the other guarantors party thereto from time to time and The New York Bank of Mellon Trust Company, N.A., as trustee 8-K 4.1 12/8/2022 4.14 Form of 3.25% Convertible Senior Notes due 2027 (included as Exhibit A to Exhibit 4.13 above) 8-K 4.2 12/8/2022 4.15 Description of Registered Securities 10-K 4.16 3/2/2020 10.1 Marriott Vacations Worldwide Corporation Change in Control Severance Plan** 10-Q 10.1 05/5/2023 10.2 Amendment No. 2 to Credit Agreement dated as of April 27, 2023, among Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc., and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent 10-Q 10.2 08/4/2023 10.3 Form of Non-Employee Director Share Award Confirmation* 10-Q 10.3 08/4/2023 10.4 Form of Non-Employee Director Stock Appreciation Right Award Agreement* 10-Q 10.4 08/4/2023 10.5 Form of Director Stock Unit Agreement* 10-Q 10.5 08/4/2023 1 0.6 Amended and Restated Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan X 22.1 List of the Issuer and its Guarantor Subsidiaries 10-Q 22.1 08/4/2023 31.1 Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 X 31.2 Certification by Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 X 32.1 Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished 32.2 Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished 101 The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in Inline XBRL: (i) Interim Consolidated Statements of Income, (ii) Interim Consolidated Statements of Comprehensive Income, (iii) Interim Consolidated Balance Sheets, (iv) Interim Consolidated Statements of Cash Flows, (v) Interim Consolidated Statements of Shareholders’ Equity, and (vi) Notes to Interim Consolidated Financial Statements 104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in Inline XBRL and contained in Exhibit 101 * Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplemental copies to the SEC of any omitted schedule upon request by the SEC. ** Management contract or compensatory plan or arrangement. 69 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MARRIOTT VACATIONS WORLDWIDE CORPORATION Date: November 3, 2023 /s/ John E. Geller, Jr. John E. Geller, Jr. President and Chief Executive Officer /s/ Jason P. Marino Jason P. Marino Executive Vice President and Chief Financial Officer 70