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Item 5. Other Information

2024-05-07 compared with 2023-11-03 · 46 added, 37 removed, 24 unchanged (78% of the section changed)

1 unchanged sentence

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).

All documents referenced below are being filed as a part of this Quarterly Report on Form 10-Q, unless otherwise noted.

During the quarter ended March 31, 2024, 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).

All documents referenced below are being filed as a part of this Quarterly Report, unless otherwise noted.

Exhibit Number Description Filed

1 unchanged sentence

Form Exhibit Date Filed

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*

3.1 Second Restated Certificate of Incorporation of Marriott Vacations Worldwide Corporation

8-K 3.2 5/15/2023

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

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)

2 unchanged sentences

10 4.1 10/14/2011

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

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

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

Form of 4.750% Senior Notes due 2028 (included as Exhibit A to Exhibit 4.2 above) 8-K 4.2 10/1/2019

4.2 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

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

Form of 6.125% Senior Secured Notes due 2025 (included as Exhibit A to Exhibit 4.7) 8-K 4.1 5/15/2020

Morgan Securities LLC

8-K 4.3 10/1/2019

4.7 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

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

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

Form of 4.500% Senior Notes due 2029 (included as Exhibit A to Exhibit 4.11 above) 8-K 4.2 6/22/2021

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

4.8 Form of 0.00% Convertible Senior Note due 2026 (included as Exhibit A to Exhibit 4.7 above)

8-K 4.1 2/3/2021

4.9 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

4.10 Form of 4.500% Senior Notes due 2029 (included as Exhibit A to Exhibit 4.9 above)

8-K 4.2 6/22/2021

4.11 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

4.12 Form of 3.25% Convertible Senior Notes due 2027 (included as Exhibit A to Exhibit 4.11 above)

8-K 4.2 12/8/2022

4.13 Description of Registered Securities

10-K 4.16 3/2/2020

Marriott Vacations Worldwide Corporation Change in Control Severance Plan**

10.25 02/27/2024

Exhibit Number Description Filed

1 unchanged sentence

Form Exhibit Date Filed

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

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

Description of Registered Securities 10-K 4.16 3/2/2020

Marriott Vacations Worldwide Corporation Change in Control Severance Plan** 10-Q 10.1 05/5/2023

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

Form of Non-Employee Director Share Award Confirmation* 10-Q 10.3 08/4/2023

Form of Non-Employee Director Stock Appreciation Right Award Agreement* 10-Q 10.4 08/4/2023

Form of Director Stock Unit Agreement* 10-Q 10.5 08/4/2023

Amended and Restated Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan

List of the Issuer and its Guarantor Subsidiaries 10-Q 22.1 08/4/2023

Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 X

Certification by Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 X

10.2 I ncremental Facility Amendment and Amendment No.

3, dated as of April 1, 2024, by and amo ng Marriott Vacations Worldwide C orporation, Marriott Ownership Resorts, Inc., as borrower, the subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto

10.1 04/2/2024

Form of Stock Appreciation Right Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan* *

Form of Restricted Stock Unit Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan* *

Form of Performance Unit Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan* *

22.1 List of the Issuer and its Guarantor Subsidiaries

22.1 02/27/2024

31.1 Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

31.2 Certification by Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

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

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101 The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, 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 Stockholders’ 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 March 31, 2024, formatted in Inline XBRL and contained in Exhibit 101

Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

3 unchanged sentences

MARRIOTT VACATIONS WORLDWIDE CORPORATION

November 3, 2023 /s/ John E.

May 7, 2024 /s/ John E.

President and Chief Executive Officer

1 unchanged sentence

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

What changed 10-Q

Item 5. Other Information