MARRIOTT VACATIONS WORLDWIDE Corp 10-Q

Item 5. Other Information (c) Trading Plans During the quarter ended September 30, 2024, certain of our directors and Section 16 officers adopted or terminated 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) for the sale of shares of our common stock as follows: Plans Number of Securities to be Sold Latest Expiration (3) Name and Title Action Date Rule 10b5-1 (1) Non-Rule 10b5-1 (2) James H Hunter, IV Adoption 9/13/2024 X — 4,034 (4)(5) 2/28/2025 Executive Vice President, General Counsel and Secretary John E. Geller, Jr. Adoption 9/19/2024 X — 9,076 (4)(5) 3/03/2025 Director and President and Chief Executive Officer (1) Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). (2) Not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). (3) Plans expire at close of trading on the dates presented or such earlier date upon the completion of all trades under the plan (or the expiration of the orders relating to such trades without execution). (4) Securities to be sold under the plan represent shares to be acquired upon the exercise of stock options. (5) The exercise of stock options is subject to a stock price condition, which provides that sales will only occur if the Company’s stock price meets a certain minimum price. Item 6. Exhibits All documents referenced below are being filed as a part of this Quarterly Report, unless otherwise noted. Exhibit Number Description Filed Herewith Incorporation By Reference From Form Exhibit Date Filed 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 61 Table of Contents Exhibit Number Description Filed Herewith Incorporation By Reference From Form Exhibit Date Filed 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 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 10.1 Marriott Vacations Worldwide Corporation Change in Control Severance Plan** 10-K 10.25 2/27/2024 10.2 Incremental Facility Amendment and Amendment No. 3, dated as of April 1, 2024, by and among Marriott Vacations Worldwide Corporation, 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 8-K 10.1 4/2/2024 10.3 Form of Stock Appreciation Right Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan** 10-Q 10.3 5/7/2024 10.4 Form of Restricted Stock Unit Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan** 10-Q 10.4 5/7/2024 10.5 Form of Performance Unit Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan** 10-Q 10.5 5/7/2024 10.6 Amended and Restated Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan 10-Q 10.6 8/2/2024 10.7 Amended and Restated License, Services and Development Agreement between Marriott International, Inc. and Marriott Worldwide Corporation and Marriott Vacations Worldwide Corporation for Marriott Vacation Club, Sheraton Vacation Club, Westin Vacation Club, Grand Residences by Marriott, The Specified Fractional Projects and the Licensed Unbranded Projects executed on September 20, 2024 and effective as of January 1, 2024 X 22.1 List of the Issuer and its Guarantor Subsidiaries 10-K 22.1 2/27/2024 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 62 Table of Contents Exhibit Number Description Filed Herewith Incorporation By Reference From Form Exhibit Date Filed 101 The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 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 September 30, 2024, 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. 63 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 7, 2024 /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 64