What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-06 · 271 added, 213 removed, 788 unchanged (38% of the section changed)

3 unchanged sentences

(In millions, except per share amounts, and unaudited)

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Sale of vacation ownership products $ 358 $ 387 $ 1,083 $ 1,048

12 unchanged sentences

Litigation charges 4 3 16 16

Modernization 53 — 97 —

Restructuring — 1 2 4

3 unchanged sentences

TOTAL EXPENSES 1,230 1,157 3,435 3,253

Gains (losses) and other income (expense), net 24 ( 7 ) 37 ( 7 )

Gains and other income, net 11 9 48 2

Interest expense, net ( 43 ) ( 40 ) ( 125 ) ( 123 )

3 unchanged sentences

Provision for income taxes ( 3 ) ( 34 ) ( 73 ) ( 79 )

NET INCOME 69 38 126 84

NET (LOSS) INCOME ( 2 ) 84 124 168

Net income attributable to noncontrolling interests — — ( 1 ) —

NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ 69 $ 37 $ 125 $ 84

EARNINGS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ ( 2 ) $ 84 $ 123 $ 168

(LOSS) EARNINGS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

Basic $ ( 0.07 ) $ 2.38 $ 3.52 $ 4.74

5 unchanged sentences

(In millions and unaudited)

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

NET INCOME $ 69 $ 38 $ 126 $ 84

Three Months Ended Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

NET (LOSS) INCOME $ ( 2 ) $ 84 $ 124 $ 168

Foreign currency translation adjustments 1 ( 12 ) ( 6 ) ( 24 )

3 unchanged sentences

COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS — — ( 1 ) —

COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ 64 $ 23 $ 119 $ 69

COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ ( 2 ) $ 72 $ 117 $ 141

See Interim Condensed Notes to Consolidated Financial Statements

2 unchanged sentences

(In millions, except share and per share data)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Cash and cash equivalents $ 474 $ 197

42 unchanged sentences

(In millions and unaudited)

Six Months Ended

June 30, 2025 June 30, 2024

Nine Months Ended

September 30, 2025 September 30, 2024

OPERATING ACTIVITIES

Net income $ 124 $ 168

Adjustments to reconcile net income to net cash, cash equivalents and restricted cash (used in) provided by operating activities:

Adjustments to reconcile net income to net cash, cash equivalents and restricted cash provided by operating activities:

Depreciation and amortization of intangibles 114 109

18 unchanged sentences

Other, net ( 2 ) 2

Net cash, cash equivalents and restricted cash (used in) provided by operating activities ( 40 ) 33

Net cash, cash equivalents and restricted cash provided by operating activities 22 105

INVESTING ACTIVITIES

2 unchanged sentences

Purchase and development of property for future sale — ( 50 )

Other dispositions, net 1 —

Other, net 2 —

Net cash, cash equivalents and restricted cash used in investing activities ( 57 ) ( 106 )

3 unchanged sentences

(In millions and unaudited)

Six Months Ended

June 30, 2025 June 30, 2024

Nine Months Ended

September 30, 2025 September 30, 2024

FINANCING ACTIVITIES

18 unchanged sentences

Non-cash transfer from other assets to property and equipment 59 —

Non-cash transfer from property and equipment to other assets — 52

Right-of-use asset obtained in exchange for finance lease obligation 5 14

Non-cash issuance of debt in connection with finance lease 3 12

Dividends payable $ — $ 27

Interest paid, net of amounts capitalized 176 179

21 unchanged sentences

75.9 BALANCE AT JUNE 30, 2025 1 ( 2,404 ) 3,979 ( 14 ) 922 2,484 — 2,484

— Net loss — — — — ( 2 ) ( 2 ) — ( 2 )

— Foreign currency translation adjustments — — — 1 — 1 — 1

— Derivative instrument adjustment — — — ( 1 ) — ( 1 ) — ( 1 )

— Share-based compensation plans — 1 9 — — 10 — 10

— Dividends — — — — ( 27 ) ( 27 ) — ( 27 )

75.9 BALANCE AT SEPTEMBER 30, 2025 $ 1 $ ( 2,403 ) $ 3,988 $ ( 14 ) $ 893 $ 2,465 $ — $ 2,465

See Interim Condensed Notes to Consolidated Financial Statements

MARRIOTT VACATIONS WORLDWIDE CORPORATION

INTERIM CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (CONTINUED)

(In millions and unaudited)

Issued Common

17 unchanged sentences

75.8 BALANCE AT JUNE 30, 2024 1 ( 2,362 ) 3,959 1 773 2,372 — 2,372

— Net income — — — — 84 84 — 84

— Foreign currency translation adjustments — — — ( 12 ) — ( 12 ) — ( 12 )

— Share-based compensation plans — 1 10 — — 11 — 11

— Repurchase of common stock — ( 9 ) — — — ( 9 ) — ( 9 )

— Dividends — — — — ( 27 ) ( 27 ) — ( 27 )

75.8 BALANCE AT SEPTEMBER 30, 2024 $ 1 $ ( 2,370 ) $ 3,969 $ ( 11 ) $ 830 $ 2,419 $ — $ 2,419

See Interim Condensed Notes to Consolidated Financial Statements

7 unchanged sentences

The Financial Statements presented herein and discussed below include 100 % of the assets, liabilities, revenues, expenses, and cash flows of Marriott Vacations Worldwide, all entities in which Marriott Vacations Worldwide has a controlling voting interest (“subsidiaries”), and variable interest entities (“VIEs”) for which Marriott Vacations Worldwide is the primary beneficiary in accordance with consolidation accounting guidance.

References in these Financial Statements to net income attributable to common stockholders and MVW stockholders’ equity do not include noncontrolling interests, which represent the outside ownership of our consolidated non-wholly owned entities and are reported separately.

References in these Financial Statements to net income or loss attributable to common stockholders and MVW stockholders’ equity do not include noncontrolling interests, which represent the outside ownership of our consolidated non-wholly owned entities and are reported separately.

Intercompany accounts and transactions between consolidated entities have been eliminated in consolidation.

13 unchanged sentences

Additionally, we use the term “Marriott Vacation Ownership” to refer to our Marriott, Sheraton, and Westin branded businesses and the term “Hyatt Vacation Ownership” to refer to our Hyatt branded business.

We have reclassified certain prior year amounts to conform with our current year presentation.

We have reclassified certain prior year amounts to conform with our current year presentation, and during the third quarter of 2025, we reclassified $ 1 million of certain prior year amounts related to ongoing litigation from General and administrative expense to Litigation charges in order to conform with our current year presentation.

SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING STANDARDS

17 unchanged sentences

We are evaluating the impact that the adoption of ASU 2024-04 will have on our financial statements and related disclosures and expect to adopt this update on January 1, 2026.

Accounting Standards Update 2025-05 - “Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”)

In July 2025, the FASB issued ASU 2025-05, which introduces a practical expedient for estimating expected credit losses on current accounts receivable and 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 short-term assets.

This update is effective for fiscal years beginning after December 15, 2025, and interim periods within those annual reporting periods, and is to be adopted on a prospective basis, with early adoption permitted.

We are evaluating the impact that the adoption of ASU 2025-05 will have on our financial statements and related disclosures and expect to adopt this update on January 1, 2026,

Khao Lak, Thailand

During the second quarter of 2025, we acquired the interest in 52 completed vacation ownership units located in Khao Lak, Thailand for $ 50 million and included it in Property and equipment, net.

During the second quarter of 2025, we acquired 52 completed vacation ownership units located in Khao Lak, Thailand for $ 50 million and included it in Property and equipment, net.

We paid $ 43 million in cash consideration during the second quarter of 2025.

Additionally, during the second quarter of 2025, we reclassified $ 7 million of deposits previously paid in the fourth quarter of 2024 in connection with the project from Other assets to Property and equipment, net.

Additionally, during the second quarter of 2025, we reclassified $ 7 million of deposits paid in 2024 in connection with the project from Other assets to Property and equipment, net.

Waikiki, Hawaii

During the third quarter of 2025, we acquired 48 completed vacation ownership units located at our Marriott Vacation Club, Waikiki property for $ 82 million.

The transaction was accounted for as an asset acquisition with $ 80 million of the purchase price allocated to Property and Equipment, net, representing the portion of vacation ownership units purchased that are not registered and available for sale in their current form, and the remaining $ 2 million was allocated to Inventory.

See Footnote 15 “Variable Interest Entities” for additional information about this transaction, including our remaining commitment related to this property, and our activities relating to the VIE involved in this transaction.

During the third quarter of 2024, we acquired 38 completed vacation ownership units located at our Marriott Vacation Club, Waikiki property for $ 65 million.

The transaction was accounted for as an asset acquisition with all of the purchase price allocated to Inventory, as all of the vacation ownership units were registered and available for sale in their current form.

Additionally, during the first quarter of 2024, we acquired retail space located at our Marriott Vacation Club, Waikiki property for $ 48 million.

The transaction was accounted for as an asset acquisition and the acquired property is included in Property and equipment, net on our Balance Sheet as of September 30, 2025.

REVENUE AND RECEIVABLES

Sources of Revenue by Segment

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total

9 unchanged sentences

Total Revenues $ 1,210 $ 53 $ — $ 1,263

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total

9 unchanged sentences

Total Revenues $ 1,250 $ 56 $ ( 1 ) $ 1,305

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total

9 unchanged sentences

Total Revenues $ 3,533 $ 164 $ 12 $ 3,709

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total

11 unchanged sentences

The following tables detail the timing of revenue from contracts with customers by segment for the time periods presented.

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total

2 unchanged sentences

Revenue from contracts with customers $ 1,120 $ 53 $ — $ 1,173

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total

2 unchanged sentences

Revenue from contracts with customers $ 1,163 $ 56 $ ( 1 ) $ 1,218

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total

2 unchanged sentences

Revenue from contracts with customers $ 3,265 $ 164 $ 12 $ 3,441

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total

3 unchanged sentences

Sale of Vacation Ownership Products

Revenues were reduced during the second quarter and first half of 2025 by $ 3 million and $ 6 million, respectively, due to changes in our estimates of variable consideration for performance obligations that were satisfied in prior periods.

Revenues were reduced during the third quarter and first three quarters of 2025 by $ 2 million and $ 8 million, respectively, due to changes in our estimates of variable consideration for performance obligations that were satisfied in prior periods.

Receivables from Contracts with Customers, Contract Assets, & Contract Liabilities

The following table shows the composition of our receivables from contracts with customers and contract liabilities.

We had no contract assets at either June 30, 2025 or December 31, 2024.

($ in millions) At June 30, 2025 At December 31, 2024

We had no contract assets at either September 30, 2025 or December 31, 2024.

($ in millions) At September 30, 2025 At December 31, 2024

Receivables from Contracts with Customers

5 unchanged sentences

Deferred revenue 344 354

Revenue recognized during the second quarter and first half of 2025 that was included in our contract liabilities balance at December 31, 2024 was $ 84 million and $ 201 million, respectively.

Revenue recognized during the third quarter and first three quarters of 2025 that was included in our contract liabilities balance at December 31, 2024 was $ 70 million and $ 271 million, respectively.

Remaining Performance Obligations

Our recorded contract liabilities represent the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) as of June 30, 2025.

At June 30, 2025, approximately 85 % of the recorded contract liabilities are expected to be recognized as revenue over the next two years .

Our recorded contract liabilities represent the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) as of September 30, 2025.

At September 30, 2025, approximately 85 % of the recorded contract liabilities are expected to be recognized as revenue over the next two years .

Accounts and Contracts Receivable

1 unchanged sentence

The following table shows the composition of our accounts and contracts receivable balances:

($ in millions) At June 30, 2025 At December 31, 2024

($ in millions) At September 30, 2025 At December 31, 2024

Receivables from contracts with customers, net $ 220 $ 250

3 unchanged sentences

Employee tax credit receivable 5 10

Our provision for income taxes is calculated using an estimated annual effective tax rate (“AETR”), which is based upon projected annual income, including anticipated losses in certain jurisdictions, non-deductible expenses under applicable federal and local tax laws, statutory rates, and planned tax strategies across the jurisdictions in which we operate.

Our provision for income taxes is calculated using an estimated annual effective tax rate (“AETR”), which is based upon projected annual income or loss, including anticipated losses in certain jurisdictions, non-deductible expenses under applicable federal and local tax laws, statutory rates, and planned tax strategies across the jurisdictions in which we operate.

Certain items that do not relate directly to ordinary income are excluded from the AETR and are recognized in the period in which they occur.

Our effective tax rate was 26.8 % and 22.0 % for the three months ended June 30, 2025 and June 30, 2024, respectively, and 35.5 % and 35.2 % for the six months ended June 30, 2025 and June 30, 2024, respectively.

The effective tax rate for the three months ended June 30, 2025 was generally consistent with the blended U.S.

federal and state statutory tax rate, with no significant variances.

The effective tax rate for the three months ended June 30, 2024 differed from the blended U.S.

The effective tax rate for the three months ended September 30, 2025 differed from the blended U.S.

federal and state statutory tax rate primarily due to discrete income tax adjustments in non-U.S.

jurisdictions.

These adjustments included a $ 25 million increase related to changes in valuation allowances, partially offset by tax benefits from $ 13 million of permanent differences arising from restructuring activities and $ 6 million for other deferred tax adjustments.

The effective tax rate for the three months ended September 30, 2024 differed from the blended U.S.

federal and state statutory tax rate primarily due to discrete income tax adjustments.

These included a $ 13 million decrease as a result of the expiration of statutes of limitation on certain unrecognized tax benefits, partially offset by a $ 4 million increase related to prior year true-up adjustments in non-U.S.

These adjustments included an $ 11 million decrease related to changes in valuation allowances on certain deferred tax assets in non-U.S.

jurisdictions and a $ 6 million decrease as a result of the expiration of statutes of limitation on certain unrecognized tax benefits, partially offset by an $ 8 million increase related to the removal of the permanent reinvestment assertion for certain non-U.S.

entities and a $ 3 million increase for deferred non-U.S.

withholding taxes.

Our effective tax rate was 37.0 % and 32.1 % for the nine months ended September 30, 2025 and September 30, 2024, respectively.

The effective tax rate for the nine months ended September 30, 2025 differed from the blended U.S.

federal and state statutory tax rate primarily due to discrete income tax adjustments in non-U.S.

jurisdictions.

The effective tax rate for the six months ended June 30, 2025 differed from the blended U.S.

federal and state statutory tax rate primarily due to the effect of losses incurred in certain non-U.S.

jurisdictions for which no tax benefit was recognized.

Additionally, permanent differences between the book and tax treatment further contributed to the variance from the statutory rate.

The effective tax rate for the six months ended June 30, 2024 differed from the blended U.S.

The effective tax rate for the nine months ended September 30, 2024 differed from the blended U.S.

federal and state statutory tax rate primarily due to discrete income tax adjustments.

These adjustments included a $ 20 million increase related to the removal of the permanent reinvestment assertion for certain non-U.S.

entities and a $ 5 million increase from prior year true-up adjustments in non-U.S.

These adjustments included a $ 27 million decrease as a result of the expiration of statutes of limitation on uncertain unrecognized tax benefits and an $ 8 million net decrease related to changes in valuation allowances in non-U.S.

jurisdictions.

These impacts were partially offset by a $ 22 million decrease as a result of the expiration of statutes of limitation on certain unrecognized tax benefits.

These decreases were partially offset by a $ 28 million increase related to the removal of the permanent reinvestment assertion for certain non-U.S.

entities and a $ 3 million increase for deferred non-U.S.

withholding taxes.

Our income tax returns remain subject to examination by the relevant tax authorities.

1 unchanged sentence

The amount of the unrecognized tax benefits may change within the next twelve months as a result of audits or resolution of audit-related matters.

Subsequent to the end of the second quarter of 2025, on July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, making several provisions of the Tax Cuts and Jobs Act permanent.

During the third quarter of 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, making several provisions of the Tax Cuts and Jobs Act permanent.

Under Accounting Standards Codification (“ASC”) 740, “ Income Taxes ,” the effects of changes in tax laws must be recognized in the period of enactment.

We are currently evaluating the potential impact of OBBBA on our future financial statements, including deferred tax positions and the estimated annual effective tax rate.

No adjustments have been made to the financial statements as of June 30, 2025, as a result of OBBBA.

We have evaluated the impact of OBBBA and do not anticipate that it will have a material impact on our financial statements.

VACATION OWNERSHIP NOTES RECEIVABLE

The following table shows the composition of our vacation ownership notes receivable balances, net of reserves.

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

($ in millions) Originated Acquired Total Originated Acquired Total

9 unchanged sentences

The following table summarizes interest income associated with vacation ownership notes receivable.

Three Months Ended Six Months Ended

($ in millions) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

($ in millions) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Interest income - securitized vacation ownership notes receivable

6 unchanged sentences

Beginning in the third quarter of 2024, we also increased our sales reserve rate to reflect higher expected cumulative losses on new originations, consistent with more recent trends.

While delinquency rates have declined thus far in 2025, we do not expect to lower the sales reserve for new originations until we have sufficient, sustained evidence of continued improvement in delinquency and default rates.

While our delinquency rates at September 30, 2025 have declined from those experienced in 2024, we do not expect to lower the sales reserve for new originations until we have sufficient, sustained evidence of continued improvement in delinquency and default rates.

Credit Quality Indicators - Vacation Ownership Notes Receivable

We use the origination of vacation ownership notes receivable and the FICO scores of the customer by brand as the primary credit quality indicators, as historical performance indicates that there is a relationship between the default behavior of borrowers by FICO score and the brand associated with the vacation ownership interest (“VOI”) they have acquired.

The weighted average FICO score within our consolidated vacation ownership notes receivable pool was 726 and 725 , at June 30, 2025 and December 31, 2024, respectively, based upon the FICO score of the borrower at the time of origination.

The weighted average FICO score within our consolidated vacation ownership notes receivable pool was 727 and 725 , at September 30, 2025 and December 31, 2024, respectively, based upon the FICO score of the borrower at the time of origination.

Originated Vacation Ownership Notes Receivable

Originated vacation ownership notes receivable represent vacation ownership notes receivable originated by Legacy-ILG and Legacy-Welk subsequent to each respective acquisition date, and all Legacy-MVW vacation ownership notes receivable.

The following table shows future principal payments, net of reserves, and interest rates for our originated vacation ownership notes receivable at June 30, 2025.

The following table shows future principal payments, net of reserves, and interest rates for our originated vacation ownership notes receivable at September 30, 2025.

Originated Vacation Ownership Notes Receivable

6 unchanged sentences

Thereafter 310 1,166 1,476

Balance at June 30, 2025 $ 510 $ 1,890 $ 2,400

Balance at September 30, 2025 $ 616 $ 1,832 $ 2,448

Weighted average stated interest rate 11.9 % 13.3 % 12.9 %

3 unchanged sentences

For originated vacation ownership notes receivable, we record the difference between the vacation ownership note receivable and the variable consideration included in the transaction price for the sale of the related vacation ownership product as a reserve on our vacation ownership notes receivable.

The following table summarizes the activity related to our originated vacation ownership notes receivable reserve during the first half of 2025.

The following table summarizes the activity related to our originated vacation ownership notes receivable reserve during the first three quarters of 2025.

Originated Vacation Ownership Notes Receivable Reserve

6 unchanged sentences

Defaulted vacation ownership notes receivable repurchase activity (1)

Balance at June 30, 2025 $ 249 $ 283 $ 532

117 ( 117 ) —

Balance at September 30, 2025 $ 247 $ 277 $ 524

(1) Reflects the change attributable to the transfer of the reserve from the securitized vacation ownership notes receivable reserve to the non-securitized vacation ownership notes receivable reserve when we voluntarily repurchased securitized vacation ownership notes receivable.

The following tables show originated vacation ownership notes receivable, before reserves, by brand and borrower FICO score at origination.

Originated Vacation Ownership Notes Receivable as of June 30, 2025

Originated Vacation Ownership Notes Receivable as of September 30, 2025

($ in millions) 700 + 600 - 699 < 600 No Score Total

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$ 1,723 $ 709 $ 60 $ 368 $ 2,860

The following tables detail the origination year of our originated vacation ownership notes receivable, before reserves, by brand and borrower FICO score at origination as of June 30, 2025, and gross write-offs by brand for the first half of 2025.

The following tables detail the origination year of our originated vacation ownership notes receivable, before reserves, by brand and borrower FICO score at origination as of September 30, 2025, and gross write-offs by brand for the first three quarters of 2025.

Originated Vacation Ownership Notes Receivable - Marriott Vacation Ownership

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Acquired vacation ownership notes receivable represent vacation ownership notes receivable acquired as part of the ILG Acquisition and the Welk Acquisition.

The following table shows future contractual principal payments, net of a $ 7 million reserve, and interest rates for our acquired vacation ownership notes receivable at June 30, 2025.

The following table shows future contractual principal payments, net of a $ 6 million reserve, and interest rates for our acquired vacation ownership notes receivable at September 30, 2025.

Acquired Vacation Ownership Notes Receivable

2 unchanged sentences

Thereafter 1 12 13

Balance at June 30, 2025 $ 12 $ 73 $ 85

Balance at September 30, 2025 $ 10 $ 64 $ 74

Weighted average stated interest rate 13.7 % 14.2 % 14.1 %

3 unchanged sentences

The following tables show the acquired vacation ownership notes receivable, before reserves, by brand and borrower FICO score at origination.

Acquired Vacation Ownership Notes Receivable as of June 30, 2025

Acquired Vacation Ownership Notes Receivable as of September 30, 2025

($ in millions) 700+ 600 - 699 < 600 No Score Total

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Vacation Ownership Notes Receivable on Non-Accrual Status

For both non-securitized and securitized vacation ownership notes receivable, we estimated the average remaining default rates of 13.48 % as of June 30, 2025 and 13.96 % as of December 31, 2024.

A 0.5 percentage point increase in the estimated default rate would have resulted in an increase in the related vacation ownership notes receivable reserve of $ 14 million as of both June 30, 2025 and December 31, 2024.

For both non-securitized and securitized vacation ownership notes receivable, we estimated the average remaining default rates of 13.45 % as of September 30, 2025 and 13.96 % as of December 31, 2024.

A 0.5 percentage point increase in the estimated default rate would have resulted in an increase in the related vacation ownership notes receivable reserve of $ 15 million as of September 30, 2025 and $ 14 million as of December 31, 2024.

The following table shows our recorded investment in non-accrual vacation ownership notes receivable, which are vacation ownership notes receivable that are 90 days or more past due.

1 unchanged sentence

($ in millions) Non-Securitized Securitized Total

Investment in vacation ownership notes receivable on non-accrual status at June 30, 2025

Investment in vacation ownership notes receivable on non-accrual status at September 30, 2025

$ 164 $ 19 $ 183

1 unchanged sentence

$ 171 $ 24 $ 195

The following table shows the aging of the recorded investment in principal, before reserves, in vacation ownership notes receivable as of June 30, 2025 and December 31, 2024.

As of June 30, 2025 As of December 31, 2024

The following table shows the aging of the recorded investment in principal, before reserves, in vacation ownership notes receivable as of September 30, 2025 and December 31, 2024.

As of September 30, 2025 As of December 31, 2024

($ in millions) Non-Securitized Securitized Total Non-Securitized Securitized Total

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The table excludes Cash and cash equivalents, Restricted cash, Accounts and contracts receivable (excluding contracts receivable for financed VOI sales, net), deposits included in Other assets, Accounts payable, Advance deposits, Accrued liabilities, and derivative instruments, all of which had fair values approximating their carrying amounts due to the short maturities and liquidity of these instruments.

The table also excludes the Delayed-Draw Term Loan (as defined and further discussed in Footnote 12 “Debt”) as there were no outstanding borrowings as of June 30, 2025.

At June 30, 2025 At December 31, 2024

At September 30, 2025 At December 31, 2024

($ in millions) Carrying Amount

9 unchanged sentences

2029 Notes, net ( 497 ) ( 482 ) ( 496 ) ( 467 )

2033 Notes, net ( 567 ) ( 574 ) — —

2026 Convertible Notes, net ( 574 ) ( 567 ) ( 572 ) ( 546 )

2 unchanged sentences

Vacation Ownership Notes Receivable

At June 30, 2025 At December 31, 2024

At September 30, 2025 At December 31, 2024

($ in millions) Carrying Amount

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We concluded that this fair value measurement should be categorized within Level 3.

Other assets include $ 148 million and $ 131 million of company owned insurance policies (the “COLI policies”) acquired on the lives of certain participants in the Marriott Vacations Worldwide Deferred Compensation Plan (the “Deferred Compensation Plan”) at June 30, 2025 and December 31, 2024, respectively, that are held in a rabbi trust.

Other assets include $ 160 million and $ 131 million of company owned insurance policies (the “COLI policies”) acquired on the lives of certain participants in the Marriott Vacations Worldwide Deferred Compensation Plan (the “Deferred Compensation Plan”) at September 30, 2025 and December 31, 2024, respectively, that are held in a rabbi trust.

The rabbi trust is considered a VIE, which we consolidate because we are the primary beneficiary as we direct the activities of the trust and are the beneficiary of the trust.

The carrying value of the COLI policies is equal to their cash surrender value (Level 2 inputs).

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We concluded that this fair value measurement should be categorized within Level 3.

We estimate the fair value of our 2028 Notes and 2029 Notes (each as defined in Footnote 12 “Debt”) using quoted market prices as of the last trading day for the quarter;

We estimate the fair value of our 2028 Notes, 2029 Notes, and 2033 Notes (each as defined in Footnote 12 “Debt”) using quoted market prices as of the last trading day for the quarter;

however, these notes have only a limited trading history and volume, and as such, this fair value estimate is not necessarily indicative of the value at which these notes could be retired or transferred.

5 unchanged sentences

EARNINGS PER SHARE

Basic earnings per share attributable to common stockholders is calculated by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the reporting period.

Diluted earnings per share attributable to common stockholders reflects the assumed conversion of all dilutive securities, calculated using the treasury stock method.

The tables below illustrate the reconciliation of the earnings and number of shares used in our calculation of basic and diluted earnings per share attributable to common stockholders.

Three Months Ended Six Months Ended

(in millions, except per share amounts) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Net income attributable to common stockholders

Basic earnings or loss per share attributable to common stockholders is calculated by dividing net income or loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the reporting period.

Diluted earnings or loss per share attributable to common stockholders is calculated to give effect to all potentially dilutive common shares that were outstanding during the reporting period, except in periods when there is a loss because the inclusion of the potential common shares would have an anti-dilutive effect.

The dilutive effect of outstanding equity-based compensation awards is reflected in diluted earnings or loss per share applicable to common stockholders by application of the treasury stock method.

The tables below illustrate the reconciliation of the earnings or loss and number of shares used in our calculation of basic and diluted earnings or loss per share attributable to common stockholders.

Three Months Ended Nine Months Ended

(in millions, except per share amounts) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Net (loss) income attributable to common stockholders

$ ( 2 ) $ 84 $ 123 $ 168

Shares for basic earnings per share 34.9 35.4 35.0 35.5

Basic earnings per share $ 1.98 $ 1.04 $ 3.59 $ 2.36

Three Months Ended Six Months Ended

(in millions, except per share amounts) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Net income attributable to common stockholders

Shares for basic (loss) earnings per share

34.9 35.3 35.0 35.4

Basic (loss) earnings per share

$ ( 0.07 ) $ 2.38 $ 3.52 $ 4.74

Three Months Ended Nine Months Ended

(in millions, except per share amounts) September 30, 2025 September 30, 2024 (1)

September 30, 2025 (1)

September 30, 2024 (1)

Net (loss) income attributable to common stockholders

$ ( 2 ) $ 84 $ 123 $ 168

Add back of interest expense related to convertible notes, net of tax (2)

Numerator used to calculate diluted earnings per share $ 74 $ 41 $ 135 $ 93

Shares for basic earnings per share

Numerator used to calculate diluted (loss) earnings per share

$ ( 2 ) $ 89 $ 137 $ 182

Shares for basic (loss) earnings per share

34.9 35.3 35.0 35.4

Effect of dilutive shares outstanding (3)

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— 3.1 3.0 3.0

Shares for diluted earnings per share 41.7 42.2 41.9 42.2

Diluted earnings per share $ 1.77 $ 0.98 $ 3.23 $ 2.20

The computations of diluted earnings per share attributable to common stockholders above exclude approximately 645,000 and 393,000 shares of common stock, the maximum number of shares issuable as of June 30, 2025 and June 30, 2024, respectively, upon the vesting of certain performance-based awards, because the performance conditions required to be met for the shares subject to such awards to vest were not achieved by the end of the reporting period.

In accordance with the applicable accounting guidance for calculating earnings per share, for each of the second quarter and first half of 2025, we excluded from our calculation of diluted earnings per share 788,607 shares underlying stock appreciation rights (“SARs”) that may settle in shares of common stock because the exercise prices of such SARs, which ranged from $ 71.17 to $ 173.88 , were greater than the average market price of our common stock for the applicable period.

For the second quarter of 2024, we excluded from our calculation of diluted earnings per share 559,444 shares underlying SARs that may settle in shares of common stock because the exercise prices of such SARs, which ranged from $ 96.82 to $ 173.88 , were greater than the average market price of our common stock for the applicable period.

For the first half of 2024, we excluded from our calculation of diluted earnings per share 646,203 shares underlying SARs that may settle in shares of common stock because the exercise prices of such SARs, which ranged from $ 93.73 to $ 173.88 , were greater than the average market price of our common stock for the applicable period.

Shares for diluted (loss) earnings per share

34.9 42.1 41.9 42.1

Diluted (loss) earnings per share

$ ( 0.07 ) $ 2.12 $ 3.27 $ 4.31

(1) The computations of diluted earnings per share attributable to common stockholders above exclude approximately 645,000 and 393,000 shares of common stock, the maximum number of shares issuable as of September 30, 2025 and September 30, 2024, respectively, upon the vesting of certain performance-based awards, because the performance conditions required to be met for the shares subject to such awards to vest were not achieved by the end of the reporting period.

(2) For the third quarter of 2025, $ 4 million of interest expense related to convertible notes, net of tax, was excluded from the above calculation of diluted net loss per share attributable to common stockholders as the effects would have been anti-dilutive.

(3) For the third quarter of 2025, the following potentially dilutive securities were excluded from the above calculation of diluted net loss per share attributable to common stockholders as the effects of including these securities would have been anti-dilutive.

(in millions, except per share amounts) Three Months Ended

September 30, 2025

Restricted stock units 0.3

2026 Convertible Notes 3.8

2027 Convertible Notes 3.0

In accordance with the applicable accounting guidance for calculating earnings per share, for the first three quarters of 2025, we excluded from our calculation of diluted earnings per share 643,167 shares underlying stock appreciation rights (“SARs”) that may settle in shares of common stock because the exercise prices of such SARs, which ranged from $ 93.73 to $ 173.88 , were greater than the average market price of our common stock for the applicable period.

For the third quarter of 2024, we excluded from our calculation of diluted earnings per share 695,868 shares underlying SARs that may settle in shares of common stock because the exercise prices of such SARs, which ranged from $ 77.42 to $ 173.88 , were greater than the average market price of our common stock for the applicable period.

For the first three quarters of 2024, we excluded from our calculation of diluted earnings per share 646,203 shares underlying SARs that may settle in shares of common stock because the exercise prices of such SARs, which ranged from $ 93.73 to $ 173.88 , were greater than the average market price of our common stock for the applicable period.

The following table shows the composition of our inventory balances:

($ in millions) At June 30, 2025 At December 31, 2024

($ in millions) At September 30, 2025 At December 31, 2024

Real estate inventory (1)

(1) Represents completed inventory that is registered for sale as VOIs and vacation ownership inventory expected to be reacquired pursuant to estimated future defaults on originated vacation ownership notes receivable.

Product cost true-up activity relating to vacation ownership products increased carrying values of inventory by $ 28 million during the first half of 2025 and $ 20 million during the first half of 2024.

In addition to the above, at June 30, 2025 and December 31, 2024, we had $ 323 million and $ 271 million, respectively, of completed vacation ownership units which are classified as a component of Property and equipment, net until the time at which they are available and legally registered for sale as vacation ownership products.

We also had deposits on future purchases of inventory of $ 30 million at June 30, 2025, of which $ 25 million was included in Other assets and $ 5 million was included in Accounts and contracts receivable, net on our Balance Sheet, and $ 33 million at December 31, 2024, of which $ 29 million was included in Other assets and $ 4 million was included in Accounts and contracts receivable, net on our Balance Sheet .

Product cost true-up activity relating to vacation ownership products increased carrying values of inventory by $ 35 million during the first three quarters of 2025 and $ 28 million during the first three quarters of 2024.

In addition to the above, at September 30, 2025 and December 31, 2024, we had $ 398 million and $ 271 million, respectively, of completed vacation ownership units which are classified as a component of Property and equipment, net until the time at which they are available and legally registered for sale as vacation ownership products.

During the third quarter of 2025, we recorded a non-cash impairment charge of $ 31 million related to completed vacation ownership units and land, which were classified as a component of Property and equipment, net.

We estimated the fair value less cost to sell using the market approach, based primarily on Level 3 inputs, including a non-binding offer from a third party.

We also had deposits on future purchases of inventory of $ 35 million at September 30, 2025, of which $ 30 million was included in Other assets and $ 5 million was included in Accounts and contracts receivable, net on our Balance Sheet, and $ 33 million at December 31, 2024, of which $ 29 million was included in Other assets and $ 4 million was included in Accounts and contracts receivable, net on our Balance Sheet .

CONTINGENCIES AND COMMITMENTS

Commitments and Letters of Credit

As of June 30, 2025, we had the following commitments outstanding:

• We have various contracts for the use of information technology hardware and software, including cloud computing arrangements, that we use in the normal course of business.

Our aggregate commitment under these contracts was $ 101 million, of which we expect $ 42 million, $ 39 million, $ 18 million, and $ 2 million will be paid in the remainder of 2025, 2026, 2027, and 2028, respectively.

As of September 30, 2025, we had the following commitments outstanding:

• We have various agreements for cloud computing and outsourcing of development, maintenance and support related to information technology that we use in the normal course of business.

We expect aggregate obligations under these contracts of $ 145 million, of which we expect $ 48 million, $ 49 million, $ 25 million, $ 10 million, $ 5 million and $ 8 million will be paid in the remainder of 2025, 2026, 2027, 2028, 2029, and thereafter, respectively.

• We have remaining commitments of $ 28 million to purchase vacation ownership units located in Bali, Indonesia in two separate transactions, contingent upon completion of construction to agreed-upon standards within specified timeframes, for use in our Vacation Ownership segment.

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• We expect to complete the acquisition of 26 vacation ownership units in 2027 pursuant to the other commitment, and to make remaining payments with respect to these units when specific construction milestones are completed as follows:

$ 16 million in 2026 and $ 1 million in 2027.

$ 2 million in 2025, $ 14 million in 2026, and $ 1 million in 2027.

• We have a remaining commitment of $ 37 million to purchase 60 vacation ownership units located in Khao Lak, Thailand, contingent upon completion of construction to agreed-upon standards within specified timeframes, for use in our Vacation Ownership segment.

We expect to complete the acquisition of these vacation ownership units in 2027, and we expect to make remaining payments with respect to these units when specific construction milestones are completed as follows:

$ 4 million in the remainder of 2025, $ 31 million in 2026, and $ 2 million in 2027.

$ 35 million in 2026, and $ 2 million in 2027.

• We have a commitment to purchase property and vacation ownership units located in Nashville, Tennessee, contingent upon completion of construction to agreed-upon standards within specified timeframes, for use in our Vacation Ownership segment.

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• We have a commitment to acquire real estate in Waikiki, Hawaii for use in our Vacation Ownership segment via our involvement with a VIE.

Refer to Footnote 15 “Variable Interest Entities” for information about this commitment, including purchases that occurred during the first quarter of 2024 pursuant to this commitment, and for additional information about our activities relating to the VIE involved in this commitment.

As of June 30, 2025, we had $ 26 million of letters of credit outstanding under our Revolving Corporate Credit Facility (as defined in Footnote 12 “Debt”), of which $ 25 million were related to and in lieu of reserves required for certain of our outstanding securitization transactions.

In addition, as of June 30, 2025, we had $ 10 million in letters of credit outstanding that were related to and in lieu of reserves required for a certain other outstanding securitization transaction, which were not issued pursuant to, nor do they impact our borrowing capacity under, the Revolving Corporate Credit Facility.

Surety bonds issued as of June 30, 2025 totaled $ 134 million, the majority of which were requested by federal, state or local governments in connection with our operations.

Refer to Footnote 3 “Acquisitions” for information about purchases that occurred during the first three quarters of 2025 and 2024 pursuant to this commitment and Footnote 15 “Variable Interest Entities” for additional information about this commitment and our activities relating to the VIE involved in this commitment.

As of September 30, 2025, we had $ 14 million of letters of credit outstanding under our Revolving Corporate Credit Facility (as defined in Footnote 12 “Debt”), of which $ 13 million were related to and in lieu of reserves required for certain of our outstanding securitization transactions.

In addition, as of September 30, 2025, we had $ 9 million in letters of credit outstanding that were related to and in lieu of reserves required for a certain other outstanding securitization transaction, which were not issued pursuant to, nor do they impact our borrowing capacity under, the Revolving Corporate Credit Facility.

Surety bonds issued as of September 30, 2025 totaled $ 122 million, the majority of which were requested by federal, state or local governments in connection with our operations.

We have a commitment to an owners’ association that we manage to pay for any shortfall between the actual expenses incurred by the owners’ association and the income received by the owners’ association, in lieu of our payment of maintenance fees for unsold inventory.

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or 2) written notification of termination by either party.

At June 30, 2025, our expected commitment for the remainder of 2025 is $ 13 million, which will ultimately be recorded as a component of rental expense on our income statement.

At September 30, 2025, our expected commitment for the remainder of 2025 is $ 6 million, which will ultimately be recorded as a component of rental expense on our income statement.

Loss Contingencies

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The following table provides detail on our securitized debt, net of unamortized debt discount and issuance costs.

($ in millions) At June 30, 2025 At December 31, 2024

($ in millions) At September 30, 2025 At December 31, 2024

Vacation ownership notes receivable securitizations, gross (1)

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$ 2,107 $ 2,136

(1) Interest rates as of June 30, 2025 range from 1.5 % to 6.6 %, with a weighted average interest rate of 4.8 %.

(2) Effective interest rate as of June 30, 2025 was 5.4 %.

(1) Interest rates as of September 30, 2025 range from 1.5 % to 6.6 %, with a weighted average interest rate of 4.8 %.

(2) Effective interest rate as of September 30, 2025 was 5.5 %.

All of our securitized debt is non-recourse.

See Footnote 15 “Variable Interest Entities” for a discussion of the collateral for the non-recourse debt associated with our securitized debt.

The following table shows anticipated future principal payments for our securitized debt as of June 30, 2025.

The following table shows anticipated future principal payments for our securitized debt as of September 30, 2025.

Vacation Ownership

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$ 1,876 $ 256 $ 2,132

(1) Excludes future Warehouse Credit Facility renewals.

(1) Excludes future Warehouse Credit Facility renewals or refinancing through ABS transactions.

Vacation Ownership Notes Receivable Securitizations

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If a pool of securitized vacation ownership notes receivable fails to perform within the pool’s established parameters (default or delinquency thresholds vary by transaction), transaction provisions effectively redirect the monthly excess spread we would otherwise receive from that pool (attributable to the interests we retained) to accelerate the principal payments to investors (taking into account the subordination of the different tranches to the extent there are multiple tranches) until the performance trigger is cured.

During the second quarter of 2025, and as of June 30, 2025, no securitized vacation ownership notes receivable pools were out of compliance with their respective established parameters.

As of June 30, 2025, we had 11 securitized vacation ownership notes receivable pools outstanding.

During the third quarter of 2025, and as of September 30, 2025, we had 11 securitized vacation ownership notes receivable pools outstanding, none of which were out of compliance with their respective established parameters.

As the contractual terms of the underlying securitized vacation ownership notes receivable determine the maturities of the non-recourse debt associated with them, actual maturities may occur earlier than shown above due to prepayments by the vacation ownership notes receivable obligors.

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The following table provides detail on our debt balances, net of unamortized debt discount and issuance costs.

($ in millions) At June 30, 2025 At December 31, 2024

($ in millions) At September 30, 2025 At December 31, 2024

Corporate Credit Facility

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Unamortized debt discount and issuance costs ( 3 ) ( 4 )

2033 Notes 575 —

Unamortized debt discount and issuance costs ( 8 ) —

Convertible Notes

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$ 3,533 $ 3,089

(1) The effective interest rate as of June 30, 2025 was 6.6 %.

(2) The effective interest rate as of June 30, 2025 was 5.9 %.

The following table shows scheduled principal payments for our debt, excluding finance leases, as of June 30, 2025.

(1) The effective interest rate as of September 30, 2025 was 6.4 %.

(2) Excludes $ 5 million of unamortized debt issuance costs classified as a component of Other Assets on our Balance Sheet as of September 30, 2025, as no cash borrowings were outstanding under the Revolving Corporate Credit facility at that time.

The following table shows scheduled principal payments for our debt, excluding finance leases, as of September 30, 2025.

Payments Year

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Term Loan $ 2 $ 8 $ 8 $ 8 $ 8 $ 756 $ 790

Revolving Corporate Credit Facility — — — — — 235 235

2028 Notes — — — 350 — — 350

2029 Notes — — — — 500 — 500

2033 Notes — — — — — 575 575

2026 Convertible Notes — 575 — — — — 575

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Corporate Credit Facility

Our corporate credit facility (the “Corporate Credit Facility”) provides support for our business, including ongoing liquidity and letters of credit, and consists of a term loan facility (the “Term Loan”), a delayed-draw term loan facility (as defined below), and a revolving credit facility (the “Revolving Corporate Credit Facility”), which includes a letter of credit sub-facility.

Our corporate credit facility (the “Corporate Credit Facility”) provides support for our business, including ongoing liquidity and letters of credit, and consists of a term loan facility (the “Term Loan”), and a revolving credit facility (the “Revolving Corporate Credit Facility”), which includes a letter of credit sub-facility.

During the first quarter of 2025, we entered into an amendment to the Corporate Credit Facility (the “Amendment), which, among other things:

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The Amendment also increased the letter of credit sub-facility of the Revolving Corporate Credit Facility from $ 75 million to $ 150 million.

Additionally, the Amendment provided for a new $ 450 million senior secured delayed-draw term loan facility (the “Delayed-Draw Term Loan”) scheduled to mature on December 31, 2027.

The Delayed-Draw Term Loan is only available to finance the redemption or repurchase of our 2026 Convertible Notes (as defined below), which are due January 15, 2026.

As of June 30, 2025, there were no outstanding borrowings on the Delayed-Draw Term Loan.

Additionally, the Amendment provided for a new $ 450 million senior secured delayed-draw term loan facility (the “Delayed-Draw Term Loan”) scheduled to mature on December 31, 2027, which was subsequently terminated in the third quarter of 2025 in connection with the issuance of the 2033 Notes (as defined and discussed below).

We did not draw on the Delayed-Draw Term Loan at any time.

During the second quarter of 2025, we entered into a $ 300 million interest rate swap pursuant to which we pay interest at a fixed rate of 3.344 % and receive interest at a floating rate (SOFR) through May 2027 to hedge a portion of our interest rate risk on the Term Loan.

This interest rate swap has been designated and qualifies as a cash flow hedge of interest rate risk and is recorded in Other Assets on our Balance Sheets as of June 30, 2025.

This interest rate swap has been designated and qualifies as a cash flow hedge of interest rate risk and is recorded in Other Assets on our Balance Sheets as of September 30, 2025.

We characterize payments we make or receive in connection with this derivative instrument as interest expense and a reclassification of accumulated other comprehensive income or loss for presentation purposes.

The following table reflects the activity in accumulated other comprehensive income or loss related to our derivative instruments during the first half of 2025 and 2024.

The following table reflects the activity in accumulated other comprehensive income or loss related to our derivative instruments during the first three quarters of 2025 and 2024.

There were no reclassifications to the Income Statement for any of the periods presented below.

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Derivative instrument adjustment balance, June 30 1 —

Other comprehensive loss before reclassifications ( 1 ) —

Derivative instrument adjustment balance, September 30 $ — $ —

Our senior notes include:

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• $ 500 million aggregate principal amount of 4.500 % Senior Unsecured Notes due 2029 issued in the second quarter of 2021 with a maturity date of June 15, 2029 (the “2029 Notes”).

• $ 575 million aggregate principal amount of 6.500 % Senior Unsecured Notes due 2033 issued in the third quarter of 2025 with a maturity date of October 1, 2033 (the “2033 Notes”).

Issuance of Senior Unsecured Notes

The 2033 Notes were issued under an indenture dated September 18, 2025 with The Bank of New York Mellon Trust Company, N.A., as trustee.

We received net proceeds of $ 567 million from the offering, after deducting the underwriting fees and transaction expenses.

We intend to use these net proceeds to repay our 2026 Convertible Notes (as defined below).

We will pay interest on the 2033 Notes on April 1 and October 1 of each year, commencing on April 1, 2026.

We may redeem some or all of the 2033 Notes prior to maturity under the terms provided in the indenture.

Convertible Notes

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The 2026 Convertible Notes mature on January 15, 2026, unless earlier repurchased or converted in accordance with their terms prior to that date.

The conversion rate of the 2026 Convertible Notes is subject to adjustment for certain events as described in the indenture governing the notes and was subject to adjustment as of June 30, 2025 to 6.5289 shares of common stock per $1,000 principal amount of 2026 Convertible Notes (equivalent to a conversion price of $ 153.17 per share of our common stock), as a result of the dividends we declared since issuance of the 2026 Convertible Notes that were greater than the quarterly dividend we paid when the 2026 Convertible Notes were issued.

The conversion rate of the 2026 Convertible Notes is subject to adjustment for certain events as described in the indenture governing the notes and was subject to adjustment as of September 30, 2025 to 6.5958 shares of common stock per $1,000 principal amount of 2026 Convertible Notes (equivalent to a conversion price of $ 151.61 per share of our common stock), as a result of the dividends we declared since issuance of the 2026 Convertible Notes that were greater than the quarterly dividend we paid when the 2026 Convertible Notes were issued.

Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election.

As of June 30, 2025, the effective interest rate was 0.55 %.

The following table provides the components of interest expense related to the 2026 Convertible Notes.

Three Months Ended Six Months Ended

($ in millions) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Amortization of debt issuance costs $ 1 $ 1 $ 2 $ 2

As of September 30, 2025, the effective interest rate was 0.55 %.

Amortization of debt issuance costs related to the 2026 Convertible Notes was less than $ 1 million during each of the third quarters of 2025 and 2024, and $ 2 million during the first three quarters of 2025 and 2024.

2026 Convertible Note Hedges and Warrants

In connection with the offering of the 2026 Convertible Notes, we concurrently entered into the following privately-negotiated separate transactions:

convertible note hedge transactions with respect to our common stock (the “2026 Convertible Note Hedges”), covering a total of 3.8 million shares of our common stock, and warrant transactions (the “2026 Warrants”), whereby we sold to the counterparties to the 2026 Convertible Note Hedges warrants to acquire 3.8 million shares of our common stock, in each case, as of June 30, 2025.

The strike prices of the 2026 Convertible Note Hedges and the 2026 Warrants were subject to adjustment to $ 153.17 and $ 191.45 , respectively, as of June 30, 2025, and no 2026 Convertible Note Hedges or 2026 Warrants have been exercised.

The strike prices of the 2026 Convertible Note Hedges and the 2026 Warrants were subject to adjustment to $ 151.61 and $ 189.51 , respectively, as of September 30, 2025, and no 2026 Convertible Note Hedges or 2026 Warrants have been exercised.

2027 Convertible Notes

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The 2027 Convertible Notes mature on December 15, 2027, unless earlier repurchased or converted in accordance with their terms prior to that date.

The conversion rate of the 2027 Convertible Notes is subject to adjustment for certain events as described in the indenture governing the notes and was subject to adjustment as of June 30, 2025 to 5.2978 shares of common stock per $1,000 principal amount of 2027 Convertible Notes (equivalent to a conversion price of $ 188.76 per share of our common stock), as a result of the dividends we declared since issuance of the 2027 Convertible Notes that were greater than the quarterly dividend we paid when the 2027 Convertible notes were issued.

The conversion rate of the 2027 Convertible Notes is subject to adjustment for certain events as described in the indenture governing the notes and was subject to adjustment as of September 30, 2025 to 5.3026 shares of common stock per $1,000 principal amount of 2027 Convertible Notes (equivalent to a conversion price of $ 188.59 per share of our common stock), as a result of the dividends we declared since issuance of the 2027 Convertible Notes that were greater than the quarterly dividend we paid when the 2027 Convertible notes were issued.

Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election.

As of June 30, 2025, the effective interest rate was 3.88 %.

As of September 30, 2025, the effective interest rate was 3.88 %.

The following table provides the components of interest expense related to the 2027 Convertible Notes.

Three Months Ended Six Months Ended

($ in millions) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

($ in millions) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Contractual interest expense $ 5 $ 5 $ 14 $ 14

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In connection with the offering of the 2027 Convertible Notes, we concurrently entered into the following privately-negotiated separate transactions:

convertible note hedge transactions with respect to our common stock (the “2027 Convertible Note Hedges”), covering a total of 3.0 million shares of our common stock, and warrant transactions (the “2027 Warrants”), whereby we sold to the counterparties to the 2027 Convertible Note Hedges warrants to acquire 3.0 million shares of our common stock, in each case, as of June 30, 2025.

The strike prices of the 2027 Convertible Note Hedges and the 2027 Warrants were subject to adjustment to $ 188.76 and $ 284.91 , respectively, as of June 30, 2025, and no 2027 Convertible Note Hedges or 2027 Warrants have been exercised.

The strike prices of the 2027 Convertible Note Hedges and the 2027 Warrants were subject to adjustment to $ 188.59 and $ 284.65 , respectively, as of September 30, 2025, and no 2027 Convertible Note Hedges or 2027 Warrants have been exercised.

Security and Guarantees

Amounts borrowed under the Corporate Credit Facility, as well as obligations with respect to letters of credit issued pursuant to the Corporate Credit Facility, are secured by a perfected first priority security interest in substantially all of the assets of the borrowers under, and guarantors of, that facility (which include MVWC and certain of our direct and indirect, existing and future, domestic subsidiaries, excluding certain bankruptcy remote special purpose entities), subject to certain exceptions.

In addition, the Corporate Credit Facility, the 2026 Convertible Notes, the 2027 Convertible Notes, the 2028 Notes, and the 2029 Notes are guaranteed by MVWC and certain of our direct and indirect, existing and future, domestic subsidiaries, excluding certain bankruptcy remote special purpose entities.

In addition, the Corporate Credit Facility, the 2026 Convertible Notes, the 2027 Convertible Notes, the 2028 Notes, the 2029 Notes, and the 2033 Notes are guaranteed by MVWC and certain of our direct and indirect, existing and future, domestic subsidiaries, excluding certain bankruptcy remote special purpose entities.

STOCKHOLDERS’ EQUITY

Marriott Vacations Worldwide has 100,000,000 authorized shares of common stock, par value of $ 0.01 per share.

At June 30, 2025, there were 75,889,673 shares of Marriott Vacations Worldwide common stock issued, of which 34,602,499 shares were outstanding and 41,287,174 shares were held as treasury stock.

At September 30, 2025, there were 75,891,531 shares of Marriott Vacations Worldwide common stock issued, of which 34,613,991 shares were outstanding and 41,277,540 shares were held as treasury stock.

At December 31, 2024, there were 75,852,678 shares of Marriott Vacations Worldwide common stock issued, of which 34,877,925 shares were outstanding and 40,974,753 shares were held as treasury stock.

Marriott Vacations Worldwide has 2,000,000 authorized shares of preferred stock, par value of $ 0.01 per share, none of which were issued or outstanding as of June 30, 2025 or December 31, 2024.

Marriott Vacations Worldwide has 2,000,000 authorized shares of preferred stock, par value of $ 0.01 per share, none of which were issued or outstanding as of September 30, 2025 or December 31, 2024.

Share Repurchase Program

From time to time, with the approval of our Board of Directors, we may undertake programs to purchase shares of our common stock (each, a “Share Repurchase Program”).

As of June 30, 2025, approximately $ 347 million remained available for share repurchases under the current Share Repurchase Program, which authorizes share repurchases through December 31, 2025.

As of September 30, 2025, approximately $ 347 million remained available for share repurchases under the current Share Repurchase Program, which authorizes share repurchases through December 31, 2025.

Share repurchases may be made through open market purchases, privately negotiated transactions, block transactions, tender offers, or otherwise.

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As of December 31, 2024 25,790,550 $ 2,461 $ 95.40

For the first half of 2025 496,484 36 $ 73.10

As of June 30, 2025 26,287,034 $ 2,497 $ 94.98

We declared cash dividends to holders of common stock during the first half of 2025 as follows.

For the first three quarters of 2025 496,484 36 $ 73.09

As of September 30, 2025 26,287,034 $ 2,497 $ 94.98

We declared cash dividends to holders of our common stock during the first three quarters of 2025 as follows.

Any future dividend payments will be subject to the restrictions imposed under the agreements covering our debt and approval of our Board of Directors.

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May 12, 2025 May 23, 2025 June 6, 2025 $ 0.79

September 3, 2025 September 17, 2025 October 1, 2025 $ 0.79

Payment of dividends within Financing activities on our Cash Flows for the nine months ended September 30, 2025, includes $ 27 million related to the dividend distributed to holders of our common stock (as of the record date) on October 1, 2025, as the payment was funded on September 30, 2025.

SHARE-BASED COMPENSATION

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A total of approximately 3 million shares were authorized for issuance pursuant to grants under the MVW Equity Plan.

As of June 30, 2025, approximately 1 million shares were available for grants under the MVW Equity Plan.

As of September 30, 2025, approximately 1 million shares were available for grants under the MVW Equity Plan.

The following table details our share-based compensation expense related to award grants to our officers, directors, and employees:

Three Months Ended Six Months Ended

($ in millions) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

($ in millions) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Service-based RSUs $ 7 $ 7 $ 23 $ 23

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The following table details our deferred compensation costs related to unvested awards:

($ in millions) At June 30, 2025 At December 31, 2024

($ in millions) At September 30, 2025 At December 31, 2024

Service-based RSUs $ 32 $ 24

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Restricted Stock Units

We granted 529,447 service-based RSUs, which are subject to time-based vesting conditions, with a weighted average grant-date fair value of $ 64.37 , to our employees and non-employee directors during the first half of 2025.

During the first half of 2025, we also granted performance-based RSUs, which are subject to performance-based vesting conditions, to members of management.

A maximum of 423,863 RSUs may be earned under the performance-based RSU awards granted during the first half of 2025.

We granted 530,192 service-based RSUs, which are subject to time-based vesting conditions, with a weighted average grant-date fair value of $ 64.39 , to our employees and non-employee directors during the first three quarters of 2025.

During the first three quarters of 2025, we also granted performance-based RSUs, which are subject to performance-based vesting conditions, to members of management.

A maximum of 423,863 RSUs may be earned under the performance-based RSU awards granted during the first three quarters of 2025.

Stock Appreciation Rights

We granted 145,440 SARs, with a weighted average grant-date fair value of $ 23.17 and a weighted average exercise price of $ 71.17 , to members of management during the first half of 2025.

We granted 145,440 SARs, with a weighted average grant-date fair value of $ 23.17 and a weighted average exercise price of $ 71.17 , to members of management during the first three quarters of 2025.

We use the Black-Scholes model to estimate the fair value of the SARs granted.

The expected stock price volatility was calculated based on the average of the historical and implied volatility of our stock price.

The average expected life was calculated using the simplified method, as we have insufficient historical information to provide a basis for estimating average expected life.

The risk-free interest rate was calculated based on U.S.

The average expected term was calculated using the simplified method, as we have insufficient historical information to provide a basis for estimating average expected term.

free interest rate was calculated based on U.S.

Treasury zero-coupon issues with a remaining term equal to the expected life assumed at the date of grant.

The dividend yield assumption listed below is based on the expectation of future payouts.

The following table outlines the assumptions used to estimate the fair value of grants during the first half of 2025:

The following table outlines the assumptions used to estimate the fair value of grants during the first three quarters of 2025:

Expected volatility 45.79 %

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Variable Interest Entities Related to Our Vacation Ownership Notes Receivable Securitizations

The following table shows consolidated assets, which are collateral for the obligations of the VIEs related to our vacation ownership notes receivable securitizations, and consolidated liabilities included on our Balance Sheet at June 30, 2025:

($ in millions) Vacation Ownership

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Total $ 1,879 $ 257 $ 2,136

The following table shows the interest income and expense recognized as a result of our involvement with these VIEs during the second quarter of 2025:

The following table shows the interest income and expense recognized as a result of our involvement with these VIEs during the third quarter of 2025:

($ in millions) Vacation Ownership

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Debt issuance cost amortization $ 2 $ 1 $ 3

The following table shows the interest income and expense recognized as a result of our involvement with these VIEs during the first half of 2025:

The following table shows the interest income and expense recognized as a result of our involvement with these VIEs during the first three quarters of 2025:

($ in millions) Vacation Ownership

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Debt issuance cost amortization $ 8 $ 1 $ 9

Administrative expenses $ 1 $ — $ 1

The following table shows cash flows between us and the vacation ownership notes receivable securitization VIEs:

Six Months Ended

($ in millions) June 30, 2025 June 30, 2024

Nine Months Ended

($ in millions) September 30, 2025 September 30, 2024

Net proceeds from vacation ownership notes receivable securitizations $ 445 $ 865

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The following table shows cash flows between us and the Warehouse Credit Facility VIE:

Six Months Ended

($ in millions) June 30, 2025 June 30, 2024

Nine Months Ended

($ in millions) September 30, 2025 September 30, 2024

Proceeds from vacation ownership notes receivable securitizations $ 477 $ 325

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Net Cash Flows $ 189 $ ( 122 )

Under the terms of our vacation ownership notes receivable securitizations, we have the right to substitute loans for, or repurchase, defaulted loans at our option, subject to certain limitations.

Under the terms of our vacation ownership notes receivable securitizations and Warehouse Credit Facility, we have the right to substitute loans for, or repurchase, defaulted loans at our option, subject to certain limitations.

Our maximum exposure to potential loss relating to the special purpose entities that purchase, sell, and own these vacation ownership notes receivable is the overcollateralization amount (the difference between the loan collateral balance and the balance of the outstanding vacation ownership notes receivable), plus cash reserves and any residual interest in future cash flows from collateral.

Other Variable Interest Entities

We have a commitment to purchase a property located in Waikiki, Hawaii.

We have a commitment to purchase completed vacation ownership units located in Waikiki, Hawaii for $ 41 million in 2026.

The property is held by a VIE for which we are not the primary beneficiary.

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Accordingly, we have not consolidated the VIE.

We expect to acquire the property over time and as of June 30, 2025, we expect to make payments for the property as follows:

$ 82 million in 2025 and $ 41 million in 2026.

As of June 30, 2025, our Balance Sheet reflected $ 1 million in Accounts and contracts receivable, net, including a note receivable of less than $ 1 million, $ 11 million in Property and equipment, net, $ 1 million in Accrued Liabilities, and $ 1 million in the Other line within liabilities on our Balance Sheet.

We believe that our maximum exposure to loss as a result of our involvement

with this VIE is approximately $ 14 million as of June 30, 2025.

During the first quarter of 2024, we acquired retail space located at our Marriott Vacation Club, Waikiki property for $ 48 million.

The transaction was accounted for as an asset acquisition and is included in Property and equipment, net on our Balance Sheet as of June 30, 2025.

Deferred Compensation Plan

We consolidate the liabilities of the Deferred Compensation Plan and the related assets, which consist of the COLI policies held in a rabbi trust.

The rabbi trust is considered a VIE.

We are the primary beneficiary of the rabbi trust because we direct the activities of the trust and are the beneficiary of the trust.

At June 30, 2025 and December 31, 2024, the value of the assets held in the rabbi trust was $ 148 million and $ 131 million, respectively, and was included in the Other line within assets on our Balance Sheets.

As of September 30, 2025, our Balance Sheet reflected $ 1 million in Accounts and contracts receivable, net, including a note receivable of less than $ 1 million, and $ 3 million in Property and equipment, net.

We believe that our maximum exposure to loss as a result of our involvement with this VIE is approximately $ 7 million as of September 30, 2025.

Refer to Footnote 3 “Acquisitions” for information about purchases pursuant to this commitment that occurred during the first three quarters of 2025 and 2024.

BUSINESS SEGMENTS

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Corporate and other represents that portion of our results that are not allocable to our segments, including those relating to consolidated owners’ associations, as our CODM does not use this information to make operating segment resource allocations.

Our CODM uses Adjusted Earnings before Interest Expense, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) to evaluate the profitability of our operating segments, and the components of net income attributable to common stockholders excluded from Adjusted EBITDA are not separately evaluated.

Our CODM uses Adjusted Earnings before Interest Expense, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) to evaluate the profitability of our operating segments, and the components of net income or loss attributable to common stockholders excluded from Adjusted EBITDA are not separately evaluated.

Our CODM reviews budget-to-actual and/or forecast-to-actual variances on a monthly basis using Adjusted EBITDA to make decisions about capital allocation and resource distribution to the segments.

Adjusted EBITDA is defined as net income attributable to common stockholders, before interest expense (excluding consumer financing interest expense associated with term securitization transactions), income taxes, depreciation and amortization, excluding share-based compensation expense and amortization of cloud computing software implementation costs, and adjusted for certain items that affect the comparability of our operating performance.

Adjusted EBITDA is defined as net income or loss attributable to common stockholders, before interest expense (excluding consumer financing interest expense associated with term securitization transactions), income taxes, depreciation and amortization, excluding share-based compensation expense and amortization of cloud computing software implementation costs, and adjusted for certain items that affect the comparability of our operating performance.

During the first quarter of 2025, we began excluding Amortization of cloud computing software implementation costs, which are not included in Depreciation and amortization, from Adjusted EBITDA for comparability purposes, to address the considerable variability among companies in the utilization of productive assets, and have reclassified prior year amounts to conform with our current year presentation.

Our reconciliation of the aggregate amount of Adjusted EBITDA for our reportable segments to consolidated net income attributable to common stockholders is presented below.

Additionally, during the third quarter of 2025, we reclassified $ 1 million of certain prior year amounts related to ongoing litigation from General and administrative expense to Litigation charges in order to conform with our current year presentation.

Our reconciliation of the aggregate amount of Adjusted EBITDA for our reportable segments to consolidated net income or loss attributable to common stockholders is presented below.

Segment Revenues and Adjusted EBITDA

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segment expenses, including significant expense categories and amounts that align with segment-level information regularly provided to our CODM;

and segment Adjusted EBITDA reconciled to Net income attributable to common stockholders.

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

and segment Adjusted EBITDA reconciled to Net income or loss attributable to common stockholders.

Three Months Ended Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

($ in millions) Vacation

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Segment Adjusted EBITDA (3)

195 21 216 232 23 255 647 72 719 626 80 706

Corporate and other (1)(3)

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Certain items (3)

( 77 ) 3 ( 98 ) ( 40 )

Provision for income taxes ( 3 ) ( 34 ) ( 73 ) ( 79 )

Net income attributable to common stockholders $ ( 2 ) $ 84 $ 123 $ 168

(1) Corporate and Other consist of results that are not allocable to our segments, including company-wide general and administrative expenses, corporate interest expense, transaction and integration costs, and income taxes.

(1) Corporate and Other consists of results that are not allocable to our segments, including company-wide general and administrative expenses, and transaction and integration costs.

In addition, Corporate and Other includes revenues and expenses from Consolidated Property Owners’ Associations.

Our CODM does not use this information for operating segment resource allocations.

(2) Other segment items include cost reimbursements, non-cash share-based compensation, amortization of cloud computing software implementation costs, and other.

(2) Other segment items include cost reimbursements, share-based compensation, amortization of cloud computing software implementation costs, and other.

(3) Prior year amounts have been reclassified to conform with our current year presentation.

($ in millions) At June 30, 2025 At December 31, 2024

($ in millions) At September 30, 2025 At December 31, 2024

Vacation Ownership $ 8,443 $ 8,296

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$ 10,149 $ 9,808

RESTRUCTURING

The following table shows the composition of our Restructuring charges, by segment, for the three and six months ended June 30, 2025.

Three Months Ended June 30, 2025 Six Months Ended June 30, 2025

($ in millions) Vacation

Total Vacation

SBO initiatives

$ 1 $ — $ 32 $ 33 $ 1 $ — $ 43 $ 44

Severance — — 1 1 — — — —

Facility related

— — — — — 2 — 2

$ 1 $ — $ 33 $ 34 $ 1 $ 2 $ 43 $ 46

MODERNIZATION

In November 2024, we announced the creation of a Strategic Business Operations (“SBO”) office focused on accelerating our growth and driving operating efficiencies in all areas of our business while increasing organizational agility.

We intend to:

We are working to:

modernize and optimize our processes and systems, including through advanced technology and automation;

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and capture significant savings from initiatives related to procurement and corporate overhead.

We expect to incur up to approximately $ 200 million in total restructuring and related charges by the end of 2026 primarily related to advisory services and non-recurring charges resulting from process redesign and implementation, as well as systems development, design, and implementation.

The table below shows the composition of our restructuring costs related to SBO initiatives.

($ in millions) Three Months Ended June 30, 2025 Six Months Ended June 30, 2025

The following table shows the composition of our Modernization expense, by segment, for the three and nine months ended September 30, 2025.

Three Months Ended September 30, 2025 Nine Months Ended September 30, 2025

($ in millions) Vacation

Total Vacation

Advisory services

As of June 30, 2025, the total amount accrued for restructuring charges on our Balance Sheet was $ 20 million, $ 19 million of which related to our SBO initiatives.

The following table presents the activity for this accrual on our Balance Sheet related to these restructuring charges.

$ — $ — $ 32 $ 32 $ — $ — $ 70 $ 70

Transition costs (1)

— — 11 11 — — 11 11

Technology and other

1 1 7 9 2 1 9 12

— — 1 1 — — 4 4

$ 1 $ 1 $ 51 $ 53 $ 2 $ 1 $ 94 $ 97

(1) Includes implementation costs associated with corporate overhead outsourcing efforts.

The following table presents the activity for this accrual on our Balance Sheet related to our Modernization efforts.

($ in millions) SBO Initiatives

Balance at December 31, 2024

Restructuring charges

Modernization charges

Cash payments ( 61 )

Balance at June 30, 2025

In addition, during the first half of 2025, we recorded a $ 2 million impairment charge related to an operating lease and related assets.

During the second quarter and first half of 2024, we incurred $ 1 million and $ 3 million, respectively, of restructuring charges associated with the elimination of certain positions as a result of the realignment of our management structure and headcount reductions in 2023.

Balance at September 30, 2025

During the third quarter of 2025, we entered into outsourced service arrangements and completed the transition of a portion of certain corporate overhead functions to outsourced service providers.

The arrangements are for terms of five to six years , and are cancellable for convenience subject to a termination penalty.

Our aggregate expected obligation under these arrangements is $ 151 million, of which $ 10 million, $ 42 million, $ 27 million, $ 26 million, $ 26 million, and $ 20 million is expected to be paid in the remainder of 2025, 2026, 2027, 2028, 2029, and thereafter, respectively.

As of September 30, 2025, the total penalties for early termination are $ 9 million.

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 1. Financial Statements