What changed in this filing

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Item 1A. Risk Factors

2026-03-02 compared with 2025-02-28 · 124 added, 112 removed, 325 unchanged (42% of the section changed)

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Additional risks and uncertainties that currently are not known to us or that we currently believe are immaterial also may adversely affect our businesses and operations.

Risks related to global or regional health concerns, outbreaks, and pandemics (each a “Health Crisis”).

The COVID-19 pandemic had, and a future Health Crisis may have, serious adverse effects on our business, financial condition, cash flows, and results of operations for an unknown period of time.

The COVID-19 pandemic caused, and a future Health Crisis may cause, significant disruptions in international and U.S.

economies and markets and have a material adverse impact on participants in the travel and hospitality industries, including our Company.

The success of our business and our financial results depend, in substantial part, upon the health of the travel industry.

Our business and financial results were materially adversely affected by the COVID-19 pandemic in 2020;

for example, we saw marked declines in occupancy, rentals, and contract sales because of the temporary closure of nearly all of our sales centers and many of our resorts and the reduction in operations and amenities at all of our resorts.

When Health Crises make headlines, consumer fear about contracting an illness and government recommendations or mandates to avoid large gatherings of people or self-quarantine may increase.

These fears, recommendations and mandates have affected, and may affect in the future, resort occupancies.

A substantial amount of our sales activity occurs at our resorts, and the number of prospective and current owners who visit our resorts impacts sales volume.

Our rental revenue is also substantially impacted by the desire and ability of vacationers to travel.

Fear of exposure to illnesses, government restrictions on travel, low vaccination rates in some parts of the world and illnesses that may be resistant to available vaccines could cause travelers to cancel or delay plans to visit our resorts.

These changes in vacation and travel patterns could adversely affect our cash flows, revenues, and results of operations.

Moreover, when travel advisories and restrictions are lifted, travel demand could be unpredictable and could remain so for a significant period.

Adverse changes in the perceived or actual economic climate, including higher unemployment rates, declines in income levels, inflation, recession and loss of personal wealth resulting from the impact of a future Health Crisis may negatively affect travel demand for a prolonged period.

The onset of the COVID-19 pandemic led to an increase in payment delinquencies and defaults for our vacation ownership notes receivable.

The number of delinquencies may increase as the result of a future Health Crisis’s effect on economic conditions and the ability and desire to travel, and could lead to defaults on financing that we provide to purchasers of our products in excess of our estimates.

Purchaser defaults may cause us to foreclose on vacation ownership notes receivable and reclaim ownership of the financed interests and could impact our ability to secure ABS or warehouse credit facility financing on terms that are acceptable to us, or at all.

In addition, the transactions in which we have securitized vacation ownership notes receivable contain certain portfolio performance requirements related to default and delinquency rates, which, if not met, would result in loss or disruption of cash flow until portfolio performance sufficiently improves to satisfy the requirements.

The duration and extent of the impact of a future Health Crisis on our business and financial results will largely depend on future developments, including the duration and spread of the Health Crisis, governmental efforts to contain the Health Crisis, the related impact on consumer confidence and spending, and how quickly economies and demand for our products and services recover after the Health Crisis subsides, all of which are highly uncertain, can rapidly change and cannot be predicted.

Such impacts could adversely affect our results of operations, cash flows, and capital resources for a significant period.

Risks related to our business and industry.

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A substantial amount of our sales activity occurs at our resorts, and sales volume is affected by the number of visitors at our resorts.

confidence, limited availability or increased costs of consumer credit and damage to infrastructure caused by natural or man-made disasters and other causes that impede travel have caused, and may in the future cause, travelers to delay or cancel plans to tour or visit our resorts.

Fear of exposure to contagious illnesses, natural or man-made disasters, the physical effects of climate change, such as more frequent or severe storms, droughts, hurricanes, wildfires, erosion and flooding, weakened consumer confidence, limited availability or increased costs of consumer credit, damage to infrastructure caused by natural or man-made disasters, changes in government policies affecting travel such as modifications to visa processing, entry requirements, border controls, or other travel-related regulations or policies or other changes that impact travelers’ interest in traveling to locations in which our resorts are located, and other causes that impede travel have caused, and may in the future cause, travelers to delay or cancel plans to tour or visit our resorts.

For example, hurricanes and wildfires have caused a number of Interval International exchange network resorts and our managed vacation ownership resorts to close for prolonged periods.

The 2023 wildfires in Maui also resulted in the temporary closure of our resorts and sales centers in Maui, which had an adverse effect on our business and results of operations for 2023 and 2024.

At times, beach access at our resorts and our managed resorts has been impeded by weather conditions or due to the effects of erosion.

Actual or threatened war, civil unrest and terrorist activity, as well as heightened travel security measures instituted in response to the same, could also interrupt or deter travel plans.

At times, beach access at certain of our resorts and our managed resorts has been impeded by weather conditions or due to the effects of erosion.

Actual or threatened war, civil unrest and terrorist activity, as well as heightened travel security measures, could also interrupt or deter travel plans.

In addition, demand for our products and services may decrease if the cost of travel, including the cost of transportation and fuel, increases, airlift to vacation destinations decreases, airline or airport disruptions, flight cancellations or unreliability of various modes of transportation increases, or if general economic conditions decline.

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Changes in the desirability of the destinations where these resorts are located and changes in vacation and travel patterns may adversely affect our cash flows and results of operations.

Our results of operations can be adversely affected by labor shortages, turnover and labor cost increases.

A number of factors may adversely affect the labor force available or increase labor costs from time to time, such as high employment levels, increasing minimum wage rates, federal unemployment subsidies, including unemployment benefits offered in response to a Health Crisis, and other government actions.

In 2021, we observed an overall tightening and increasingly competitive labor market.

As a result, we had to temporarily close outlets (e.g., food and beverage) or reduce services (e.g., housekeeping performed fewer cleanings throughout the week), and we may have to take these or similar steps in the future.

Any such changes may harm our revenues, cash flows, profitability or customer satisfaction.

We have also incurred, and may incur in the future, additional costs for overtime wages, increased wages, enhanced referral bonuses, increased use of sign on bonuses, and increased marketing for open positions.

A sustained labor shortage or increased turnover rates within our employee base, whether due to a Health Crisis or as a result of general macroeconomic factors, could lead to increased costs, such as increased overtime to meet demand and increased wage rates to attract and retain employees, and could negatively affect our ability to efficiently operate our business.

If we are unable to hire and retain employees capable of performing at a high level, our business, including our cash flows, results of operations, owner, guest and associate satisfaction and reputation, could be adversely affected.

Uncertainty in the current global macroeconomic environment created by rapid governmental policy and regulatory changes could negatively impact our business.

Our business operations and financial performance are significantly influenced by governmental policies, the regulatory environment and consumers' willingness to travel to our resorts.

Rapid changes to governmental policies worldwide and, evolving governmental regulations regarding international trade and other matters have introduced substantial uncertainty and volatility into the financial markets which can negatively impact consumer sentiment.

These changes could negatively impact our supply chain, cost structure, market access and consumers' willingness to travel to our resorts and purchase our products and services.

Additionally, recent and future policy and regulatory changes could disrupt our strategic planning and investments, require us to increase maintenance fees and negatively impact owners’ ability to pay such fees, decrease consumers' disposable income and impact our ability to originate, and the borrowers’ repayment of, vacation ownership notes receivable, among other consequences.

These factors may also adversely impair our ability to execute strategies to mitigate negative impacts of the current environment.

The unpredictable nature of the current global macroeconomic environment makes it challenging to anticipate and address possible material risks.

This uncertainty and its effects could have a material adverse effect on our financial condition, results of operations and cash flows.

Significant inflation, higher interest rates or deflation could adversely affect our business and financial results.

Inflation can adversely affect us by increasing the costs of carrying unsold inventory, development and other corporate capital expenditures, materials and labor, service contracts, insurance, technology and related hardware or equipment, and interest rates.

All of these factors can decrease the affordability of our products and services.

In a high inflationary environment, we may be unable to raise the price of our products and services in a proportional manner, which could reduce our operating margins, including in our financing business, and negatively impact our results or operations.

In addition, an increase in the cost of capital, labor and materials could have an adverse impact on our business or financial results.

Inflation could also have an indirect adverse impact on our business by making travel more expensive, increasing maintenance costs and fees for consumers and reducing consumer discretionary income.

Inflation can and has adversely affected us by increasing the costs of carrying unsold inventory, development and other corporate capital expenditures, materials and labor, service contracts, insurance, technology and related hardware or equipment, and interest rates.

All of these factors can and at times have decreased the affordability of our products and services.

In a high inflationary environment, we may be unable to raise the price of our products and services in a proportional manner, which at times has reduced and in the future could reduce, our operating margins and negatively impact our results or operations.

In addition, increases in the cost of capital, labor and materials have had, and in the future could have an adverse impact on our business or financial results.

Inflation has had and in the future could have an indirect adverse impact on our business by making travel more expensive, increasing maintenance costs and fees for consumers, and reducing consumer discretionary income and negatively impacting the performance of our vacation ownership notes receivable portfolio.

Alternatively, deflation could cause an overall decrease in spending and borrowing capacity, which could lead to a deterioration of economic conditions and employment levels.

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While we adjust interest rates on our financing programs from time to time, such changes are typically not made in lockstep with the timing and magnitude of changes in broader market rates.

As a result, our financing profit margin declined in 2023 and 2024 due to general market interest rate increases, and may decline again in the future.

Increasing our financing rates could negatively impact VOI sales and financing propensity.

However, if we are unable to increase our financing rates at the same rate as our costs of funds, our financing profits will be negatively impacted, as happened in 2023 and 2024.

However, if we are unable to increase our financing rates at the same rate as our costs of funds, our financing profits and margin will be negatively impacted, as happened in 2023 and 2024.

Our results of operations can be adversely affected by labor shortages, turnover and labor cost increases.

In 2021, we observed an overall tightening and increasingly competitive labor market.

Any such changes may harm our revenues, cash flows, profitability or customer satisfaction.

unable to hire and retain employees capable of performing at a high level, our business, including our cash flows, results of operations, owner, guest and associate satisfaction and reputation, could be adversely affected.

Future global or regional health concerns, outbreaks, and pandemics (each a “Health Crisis”) may have serious adverse effects on our business, financial condition, cash flows, and results of operations for an unknown period of time.

The success of our business and our financial results depend, in substantial part, upon the health of the travel industry.

The COVID-19 pandemic significantly disrupted international and U.S.

economies and markets and had a material adverse impact on participants in the travel and hospitality industries, including our Company.

For example, in 2020 we saw marked declines in resort occupancy, rentals, and contract sales due to temporary closures of nearly all of our sales centers and many of our resorts and the limited operations at all of our resorts.

Consumer fears, government restrictions and changes in travel behavior related to future Health Crises could similarly impact our business and financial results.

Our sales volume and rental revenue are materially impacted by the desire and ability of vacationers to travel, because a substantial amount of our sales activity occurs at our resorts.

Concerns about travel restrictions, low vaccination rates and exposure to illness, including vaccine-resistant illnesses could cause travelers to cancel or delay plans to visit our resorts, which could adversely affect our cash flows, revenues, and results of operations.

Moreover, even after travel advisories and restrictions are lifted, travel demand could be unpredictable and could remain so for a significant period.

Adverse changes in the perceived or actual economic climate, including higher unemployment rates, declines in income levels, inflation, recession and loss of personal wealth whether or not resulting from the impact of a future Health Crisis may negatively affect travel demand for a prolonged period.

The onset of the COVID-19 pandemic led to an increase in payment delinquencies and defaults for our vacation ownership notes receivable.

Such impacts could adversely affect our results of operations, cash flows, and capital resources for a significant period.

Our business is extensively regulated, and any failure to comply with applicable laws could materially adversely affect our business.

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If we are not able to develop adequate alternative marketing strategies, our sales may be adversely affected.

We also obtain access to potential customers from travel service providers and other companies.

We also obtain access to potential customers from travel service providers and other companies, including our licensors.

If our access to these third-party customer lists is prohibited or restricted, our ability to attract new customers could be impaired.

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A breach in the security of our information systems or those of our service providers or licensors could lead to interruptions in the operation of our systems, resulting in operational inefficiencies and a negative impact to our results of operations.

A significant cybersecurity incident or theft,

loss, disclosure, or fraudulent use of our customer, employee or company data could adversely impact our reputation and result in remedial and other expenses, fines, penalties or litigation, any of which may be exacerbated by a delay or failure to detect a cybersecurity incident or the full extent of such incident.

A significant cybersecurity incident or theft, loss, disclosure, or fraudulent use of our customer, employee or company data could adversely impact our reputation and result in remedial and other expenses, fines, penalties or litigation, any of which may be exacerbated by a delay or failure to detect a cybersecurity incident or the full extent of such incident.

The regulatory environment in the jurisdictions where we operate, and the requirements imposed on us by the payment card industry regarding information, security and privacy, are increasingly demanding.

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If we fail to keep pace with rapidly evolving AI technological developments, our competitive position and business results may be negatively impacted.

Our use of AI technologies requires resources to develop, test and maintain such products, which is costly.

Our use of AI technologies requires resources to develop, test and maintain such products, which is costly and may be subject to delays.

We may not achieve our objectives from these efforts.

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Our information technology systems and our databases are potentially susceptible to man-made and natural disasters, as well as power losses, computer and telecommunications failures, technological breakdowns, cyber-attacks, acts of war or terrorism and other events.

System interruption, delays, obsolescence, loss of critical data and lack of

integration and redundancy in our information technology systems and infrastructure may adversely affect our ability to provide services, operate websites, process and fulfill transactions, respond to customer inquiries and generally maintain cost-efficient operations.

System interruption, delays, obsolescence, loss of critical data and lack of integration and redundancy in our information technology systems and infrastructure may adversely affect our ability to provide services, operate websites, process and fulfill transactions, respond to customer inquiries and generally maintain cost-efficient operations.

Our backup systems only relate to certain aspects of our operations;

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If our information technology systems fail to adequately support our strategic, operational or compliance needs, our business, financial position, results of operations or cash flows, as well as our disclosure controls and procedures and internal control over financial reporting, may be adversely affected.

Spanish court rulings voiding certain timeshare contracts have increased our exposure to litigation that may materially adversely affect our business and financial condition.

A series of Spanish court rulings starting in 2015 (“2015 Rulings”) increased our exposure to litigation that may materially adversely affect our business and financial condition.

These rulings voided certain timeshare contracts entered into after January 1999 related to certain resorts in Spain if a resort’s timeshare structure did not meet requirements prescribed by Spanish timeshare laws enacted in 1998, even if the structure was lawful prior to 1998 and adapted pursuant to mechanisms specified in the 1998 laws.

These rulings have led to an increase in lawsuits by owners seeking to void timeshare contracts in Spain, including lawsuits by owners at certain of our resorts in Spain which are currently pending.

However, the Supreme Court of Spain has not yet substantively opined on the issue as it pertains to the Company’s timeshare contracts.

If the Supreme Court of Spain rules adversely to us and determines that our timeshare contracts are voidable, that may materially adversely affect the results of operations of our Vacation Ownership segment, as well as our business and financial condition.

Defending these lawsuits has required, and may continue to require, the Company to incur legal fees and reserve for judgments.

Under recently enacted legislation, effective April 4, 2025, existing timeshare owners will have five years to bring lawsuits based on the 2015 Rulings to void their timeshare contracts, after which time such claims will no longer be recognized.

Damages recoverable for claims brought during the five-year period will be reduced by the market value of the benefits the owners received or were entitled to receive under their timeshare contracts.

Owners who purchase after April 4, 2025, will not be entitled to make claims under the 2015 Rulings.

If additional owners at our resorts in Spain file similar lawsuits, this may void certain of those owners’ timeshare contracts;

cause us to incur material litigation and other costs, including judgment or settlement payments;

and materially adversely affect the results of operations of our Vacation Ownership segment, as well as our business and financial condition.

The ability for owners of Spanish timeshares to void their contracts has negatively impacted other developers with resorts in Spain and led to a decrease in the number of resorts located in Spain in the Interval Network with active sales and the loss of members who own VOIs at those resorts.

If third-parties do not comply with their contractual obligations to us our financial condition, results of operations, internal controls over financial reporting and stock price could be materially and adversely affected.

We rely on various third parties, including suppliers, service providers, and business partners, to fulfill contractual obligations that are critical to our operations.

For example, we have outsourced certain corporate functions, including a significant portion of our global technology, finance and accounting, and human resources functions to third-party service providers and shared service centers.

While these actions are intended to streamline operations and improve scalability, at times they have resulted in disruptions, increased transition costs, delays in service delivery and disputes with vendors and we may experience similar or more severe issues in the future.

Additionally, such initiatives may lead to the loss of institutional knowledge, reduced employee morale, or increased attrition, including among key personnel.

We may increase our reliance on third-party providers to deliver critical services and any failure by these providers to

perform their contractual obligations, or any disruption in our ability to manage or transition these services effectively, could adversely affect our internal controls, compliance functions, or overall business operations.

Furthermore, these initiatives may expose us to additional risks, including data security vulnerabilities, regulatory compliance challenges across jurisdictions and reputational harm.

If we are unable to successfully execute and manage these third-party relationships, our financial condition, results of operations, internal controls over financial reporting and stock price could be materially and adversely affected.

The industries in which our businesses operate are competitive, which may impact our ability to compete successfully.

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A number of highly competitive companies participate in the vacation ownership industry.

Our brands compete with the vacation ownership brands of major hotel chains in national and international venues, as well as with the vacation rental options (such as hotels, resorts and condominium rentals) offered by the lodging industry.

Our competitors may have greater access to capital resources and broader marketing, sales and distribution capabilities than we do.

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These actions may lead to operational delays or restrictions, as well as increased operating costs, regulatory burdens and risk of litigation.

Spanish court rulings voiding certain timeshare contracts have increased our exposure to litigation that may materially adversely affect our business and financial condition.

A series of Spanish court rulings starting in 2015 (“2015 Rulings”) increased our exposure to litigation that may materially adversely affect our business and financial condition.

These rulings led to an increase in lawsuits by owners seeking to void timeshare contracts in Spain, including lawsuits by owners at certain of our resorts in Spain which are currently pending.

In November 2025, the Supreme Court of Spain overturned the 2015 Rulings and thereby eliminated the principal legal grounds on which the contract cancellation cases had been brought.

Lesser remedies, including monetary damages, remain available for certain claims based on alleged errors or omissions in, or tardy delivery of, contract documents.

The Supreme Court’s decision was based in part on legislation effective April 4, 2025 that placed a five-year limitation on the filing of new cancellation cases and reduced the scope of available remedies.

A subsequent decision of the Supreme Court, issued in January 2026, overturned another legal theory previously relied upon by owners seeking to void their contracts.

Cases filed prior to the Supreme Court’s November 2025 and January 2026 decisions remain pending, including cases filed against us, and insufficient time has passed since the issuance of those decisions for us to predict the likely outcomes, in light of that ruling, of pending or future cases against us.

Currently pending cases and any cases filed in the future have caused and could continue to cause us to incur material litigation and other costs, including judgment or settlement payments;

and materially adversely affect the results of operations of our Vacation Ownership

segment, as well as our business and financial condition.

Changes in tax regulations or their interpretation could negatively impact our cash flows and results of operations.

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Developments in an audit, litigation, or laws, regulations, administrative practices, principles, and interpretations could have a material effect on our operating results or cash flows.

An unfavorable outcome from any tax audit could result in higher tax costs, penalties and interest, and could materially and adversely affect our financial condition or results of operations.

Concentration of some of our resorts, sales centers and exchange destinations in particular geographic areas exposes our business to the effects of severe weather and other regional events in these areas.

An unfavorable outcome from any tax audit could result in higher tax expense, penalties and interest, and could materially and adversely affect our financial condition or results of operations.

Concentration of some of our resorts, sales centers and exchange destinations in particular geographic areas exposes our business to the effects of natural or man-made disasters or adverse economic conditions in these areas.

Our business is susceptible to the effects of natural or man-made disasters, including earthquakes, windstorms, tornadoes, hurricanes, typhoons, tsunamis, volcanic eruptions, floods, drought, fires, oil spills, erosion and nuclear incidents, in the areas where some of our resorts, sales centers and exchange destinations are concentrated, such as Florida, California, South Carolina and Hawaii.

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For example, we temporarily closed our resorts and sales centers in 2023 as a result of wildfires in Maui.

Depending on the severity of future disasters, the resulting damage could require closure of all or substantially all of our properties in one or more of these markets while we complete renovations.

Depending on the severity of future disasters, the resulting damage could require closure of all or substantially all of our properties in one or more of these markets while we complete repairs, restoration or renovations.

Our insurance may not cover all damages caused by any such event, including the loss of sales of VOIs at sales centers that are not fully operational.

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Acquisitions may also significantly increase our debt or result in dilutive issuances of our equity securities, impairments of assets or substantial amortization expenses associated with other intangible assets.

For example, we have not achieved all of the anticipated benefits from the ILG Acquisition or the Welk Acquisition, and have incurred unanticipated expenses and impairment charges in 2024 and 2025 related to inventory.

Our use of different estimates and assumptions in the application of our accounting policies could result in material changes to our reported financial condition and results of operations, and changes in accounting standards or their interpretation could significantly impact our reported results of operations.

Our accounting policies are critical to the manner in which we present our results of operations and financial condition.

Many of these policies, including policies relating to the recognition of revenue, determination of cost of sales and evaluation of our assets for impairment, are highly complex and involve many assumptions, estimates and judgments.

We review these assumptions, estimates and judgments regularly and revise them when necessary.

Our actual results of operations vary from period to period based on revisions to these estimates.

For example, higher loan delinquencies or defaults could lead to an increase in our estimated reserve for vacation ownership notes receivable.

For example, higher loan delinquencies or defaults have caused us to increase and in the future could lead to new increases in our estimated reserve for vacation ownership notes receivable.

In addition, changes to our assumptions and estimates used to determine the fair value of our assets or actual operating results that are lower than our current estimates could result in impairment losses and require us to write off all or a portion of our assets.

For example, in 2025, we incurred $577 million in impairment losses in the aggregate.

See the “Critical Accounting Estimates” section of Item 7.

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Increasing scrutiny and evolving expectations from customers, regulators, investors, and other stakeholders with respect to our environmental, social and governance practices may increase our costs or expose us to new or additional risks.

Companies are facing increasing and frequently evolving scrutiny globally from customers, regulators, investors, employees and other stakeholders related to their environmental, social, and governance (“ESG”) practices and disclosure.

Investor advocacy groups, investment funds and influential investors are also increasingly focused on these practices, especially as they relate to the environment, health and safety, board and workforce diversity, labor conditions, human rights, and cybersecurity and data privacy.

Investor advocacy groups, investment funds and influential investors are also increasingly focused on these practices.

Third parties have developed proprietary ratings or analyses of companies based on certain ESG metrics.

ESG disclosure rules have been adopted by California and the European Union, and are being considered by the SEC.

Increased ESG-related compliance costs could increase our overall

operational costs.

Failure to adapt to or comply with regulatory requirements or investor or other stakeholder expectations and standards could negatively impact our reputation, ability to do business with certain partners, and stock price, and result in penalties.

New government regulations could also result in new or more stringent forms of ESG oversight and expanding mandatory and voluntary reporting, diligence, and disclosure.

ESG disclosure rules have been adopted by California, the European Union and other jurisdictions;

various ESG regulations are under consideration, and the Company cannot determine what final regulations will be enacted, modified, or reversed or the ultimate impact on its business.

Increased ESG-related compliance costs could increase our overall operational costs.

Failure to adapt to or comply with regulatory requirements or investor or other stakeholder expectations and standards could increase the risk of antidiscrimination lawsuits and customer backlash, negatively impact our reputation, ability to do business with certain partners, sales and stock price, and result in penalties.

Our corporate responsibility initiatives and goals are based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve and assumptions that are subject to change in the future.

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These relationships are governed by various agreements, including long-term license agreements that expire between 2090 and 2095, subject to renewal.

However, if we breach our obligations under a license agreement and remain in breach after the applicable notice and cure period, the applicable licensor may be entitled to terminate the license agreement and our rights to use its brands.

In addition, if any of our properties does not meet applicable brand standards, the applicable licensor can terminate our right to use its trademarks at the subject properties.

The termination of our license agreements with Marriott International, Hyatt or their affiliates would materially harm our business and results of operations and materially impair our ability to market and sell our products and maintain our competitive position, and could have a material adverse effect on our financial position, results of operations or cash flows.

However, if we breach our obligations under a license agreement and fail to cure such breach, or if our properties do not meet brand standards, the applicable licensor may be entitled to terminate the license agreement and our rights to use its brands and trademarks at the subject properties.

The termination of our license agreements with Marriott International, Hyatt or their affiliates could materially harm our business and results of operations and materially impair our ability to market and sell our products and maintain our competitive position, and could have a material adverse effect on our financial position, results of operations or cash flows.

Our inability to rely on the strength of the Marriott, Sheraton, Westin, or Hyatt brands to attract qualified prospects in the marketplace would likely cause our results of operations to decline and our marketing and sales expenses to increase.

Our inability to market to guests in hotels affiliated with our licensors that are located near one of our sales locations or maintain our marketing relationships with Marriott International or Hyatt reservation centers would likely cause our sales to decline, which could adversely affect our financial condition and results of operations.

In addition, we would not be able to use the brand websites as channels through which to rent available inventory, which would cause our rental revenue to decline materially.

In addition, we would not be able to use the brand websites as channels through which to rent available inventory, which could cause our rental revenue to decline materially.

Our license agreements also allow us to market directly to members of the customer loyalty programs associated with the Marriott, Sheraton, Westin and Hyatt brands, and offer points in such loyalty programs as premiums for related promotional offers.

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Approximately 25% of our Vacation Ownership segment resorts are co-located with same-branded or affiliated hotel properties.

If a branded hotel property with which one of our resorts is co-located ceases to be operated by or affiliated with the same brand as our resort, which has happened in the past, we could lose benefits such as shared amenities, infrastructure and staff, integration of services, and other cost efficiencies.

infrastructure and staff, integration of services, and other cost efficiencies.

Our owners could lose access to the more varied and elaborate amenities that are generally available at the larger campus of an integrated vacation ownership and hotel resort.

We could also lose our on-site access to hotel customers, including brand customer loyalty program members, at such resorts, which is a cost-effective marketing channel for our vacation ownership products, and our sales may decline.

We may not have inventory available for sale when needed or we may have excess inventory.

We may enter into capital-efficient transactions to source inventory in which third parties agree to deliver completed units in the future to us at pre-agreed prices.

These transactions expose us to additional risk as we will not control development activities or timing of development completion.

If our counterparties default on their obligations, or exercise their right to sell inventory to a different buyer, we may not acquire the inventory we expect on time or at all, or it may not be within agreed upon specifications.

If we cannot obtain inventory from alternative sources on a timely basis, we may not be able to achieve sales forecasts.

Conversely, if we procure or commit to procure inventory based on an expected sales plan and fail to achieve that plan, we could have excess inventory, potentially negatively impacting our margins and results of operations.

The sale of VOIs in the secondary market by existing owners could cause our sales revenues, margins, and results of operations to decline.

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Accordingly, we are subject to the risk that those borrowers may default on the financing that we provide.

The risk of borrower defaults may increase due to man-made or natural disasters, recessions or other economic downturns that cause financial hardship for borrowers.

The risk of borrower defaults may increase due to man-made or natural disasters, inflation, recessions or other economic downturns that cause financial hardship for borrowers.

In the past, we have experienced increased defaults as a result of economic downturns.

Certain of our borrowers have been impacted by man-made and natural disasters, including the recent wildfires near Los Angeles.

However, at this time, we cannot quantify the effect the wildfires near Los Angeles may have on borrower defaults.

Certain of our borrowers have been impacted by man-made and natural disasters.

The risk of borrower defaults may also increase if we do not evaluate accurately the creditworthiness of the customers to whom we extend financing or due to the influence of timeshare relief firms.

Borrower defaults have caused,

and may continue to cause, us to foreclose on vacation ownership notes receivable and reclaim ownership of the financed interests, both for loans that we have not securitized and in our role as servicer for the vacation ownership notes receivable we have securitized through the ABS market or the Warehouse Credit Facility.

Borrower defaults have caused, and may continue to cause, us to foreclose on vacation ownership notes receivable and reclaim ownership of the financed interests, both for loans that we have not securitized and in our role as servicer for the vacation ownership notes receivable we have securitized through the ABS market or the Warehouse Credit Facility.

If default rates for our borrowers increase, we have been required, and may in the future be required, to increase our reserve on vacation ownership notes receivable, which would adversely affect our results of operations and cash flows.

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If we are unable to recover any of the principal amount of the loan from a defaulting borrower, or if the allowances for losses from such defaults are inadequate, the revenues and profits that we derive from the vacation ownership business could be reduced materially.

We may not have inventory available for sale when needed or we may have excess inventory.

We may continue to enter into capital-efficient transactions to source inventory in which third parties agree to deliver completed units in the future to us at pre-agreed prices.

These transactions expose us to additional risk as we will not control development activities or timing of development completion.

If we cannot obtain inventory from alternative sources on a timely basis, we may not be able to achieve sales forecasts.

Our points-based product forms expose us to an increased risk of temporary inventory depletion.

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or (3) significant unanticipated increases in sales pace.

If the inventory available for sale for a particular trust were to be depleted before new inventory is added and available for sale, we would be required to temporarily suspend sales until inventory is replenished or shift to selling an alternative product, which may increase marketing and sales costs and lower volume per guest (“VPG”).

If the inventory available for sale for a particular trust were to be

depleted before new inventory is added and available for sale, we may be required to temporarily suspend sales until inventory is replenished, shift to selling an alternative product or buy additional inventory at a higher cost, which happened in Thailand in 2025.

Our efforts to avoid the risk of temporary inventory depletion by maintaining a surplus supply of completed inventory based on our forecasted sales pace, and by employing other mitigation strategies such as accelerating completion of resorts under construction, acquiring VOIs on the secondary market, or reducing sales pace by adjusting prices or sales incentives, may not be successful.

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Our development activities expose us to project cost and completion risks.

Our project development activities entail risks that may cause project delays or increased project costs and therefore may adversely impact our results of operations, cash flows and financial condition, including:

• construction delays or cost overruns;

These risks include construction delays or cost overruns;

shortages of skilled labor;

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the cost or availability of raw materials;

• interference of weather-related, geological or other events, such as hurricanes, earthquakes, floods, tsunamis, fires, and volcanic eruptions.

and interference of weather-related, geological or other events, such as hurricanes, earthquakes, floods, tsunamis, fires, and volcanic eruptions.

Our resort management business may be adversely affected by the loss of management contracts, failure of resorts to comply with brand standards, increased maintenance fees and disagreements with owners.

Owners of our VOIs are required to pay maintenance fees to maintain and refurbish the vacation ownership properties and keep them in compliance with brand standards.

If a resort fails to comply with applicable brand standards, the applicable licensor could terminate our rights to use its trademarks at the resort, which could result in the loss of management fees, decreased customer satisfaction, and impairment of our ability to market and sell our products at the non-compliant locations.

If a resort fails to comply with applicable brand standards, the applicable licensor could terminate our rights to use its trademarks at the resort, which could result in the loss of management fees, decreased customer satisfaction, and impair our ability to market and sell our products at the non-compliant locations.

Increases in maintenance fees to keep pace with operating expenses, maintenance and other costs may make our products less desirable, which could negatively impact sales and cause an increase in defaults on our vacation ownership notes receivable portfolio.

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As a result, we could lose some or all of the capital we have invested in a property, as well as the anticipated future revenue from the property, and we could remain obligated under guarantees or other financial obligations related to the property.

In addition, we could lose the management contract for the property and, to the extent such property operates under a licensed brand, the property may lose operating rights under the associated brand.

In addition, we could lose the

management contract for the property and, to the extent such property operates under a licensed brand, the property may lose operating rights under the associated brand.

We may also incur liabilities or losses in the operation of our business that are only partially covered by insurance, or not covered at all.

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The failure to secure the renewal of affiliation agreements with developers with corporate member relationships, where the developer renews Interval International membership fees for all of its active owners, has a greater adverse effect.

The loss or renegotiation on less favorable terms of several of our largest affiliation agreements could materially adversely impact

our financial condition and results of operations.

The loss or renegotiation on less favorable terms of several of our largest affiliation agreements could materially adversely impact our financial condition and results of operations.

Our ability to maintain affiliation agreements with resort developers is also impacted by consolidation in the vacation ownership industry.

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The credit agreement that governs our corporate credit facility (“Corporate Credit Facility”) and the indentures that govern our various senior notes impose significant operating and financial restrictions on us, which among other things limit our ability and the ability of certain of our subsidiaries to incur debt, pay dividends and make other restricted payments, make loans and investments, incur liens, sell assets, enter into affiliate transactions, enter into agreements restricting certain subsidiaries’ ability to pay dividends and consolidate, merge or sell all or substantially all of their assets.

The Corporate Credit Facility also requires us to maintain a specified leverage ratio.

The Corporate Credit Facility also requires us to not exceed a maximum first lien

leverage ratio and maintain a minimum interest coverage ratio.

These restrictions could restrict our flexibility to react to changes in our businesses, industries and economic conditions and increase borrowing costs.

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In addition, our credit ratings will impact the cost and availability of future borrowings and, accordingly, our cost of capital.

Downgrades in our ratings could adversely affect our businesses, cash flows, financial condition, operating results and share and debt prices, as well as our ability to meet our obligations under our capital efficient inventory acquisitions.

The Company has experienced ratings downgrades in the past, including being downgraded to ‘B+’ by S&P in 2025.

Additional downgrades in our ratings could adversely affect our businesses, cash flows, financial condition, operating results and share and debt prices, as well as our ability to meet our obligations under our capital efficient inventory acquisitions.

Failure to make scheduled cash payments on our existing debt, or to comply with the restrictive covenants and other requirements in our debt agreements, could result in an event of default, which, if not cured or waived, could result in acceleration of our debt repayment obligations.

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We may be required to raise additional capital to refinance our existing debt, or to expand or support our operations.

For example, during 2025, we issued $575 million aggregate principal amount of 6.500% Senior Notes due 2033 to raise the funds necessary to repay our convertible notes maturing in 2026.

Our access to and cost of financing will depend on, among other things, global economic conditions, conditions in the global financing markets, the availability of sufficient amounts of financing, our prospects and our credit ratings, and the outlook for our industry as a whole.

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We may incur substantially more debt, which could exacerbate further the risks associated with our leverage.

We and our subsidiaries may incur substantial additional indebtedness in the future, including secured indebtedness, as well as obligations that do not constitute indebtedness as defined in our debt agreements.

To the extent that we and our subsidiaries incur additional indebtedness or such other obligations, the risks associated with our substantial indebtedness described above will increase.

We may incur substantial additional indebtedness in the future, including secured indebtedness, as well as obligations that do not constitute indebtedness as defined in our debt agreements.

To the extent that we incur additional indebtedness or such other obligations, the risks associated with our substantial indebtedness described above will increase.

If the default rates or other credit metrics underlying our vacation ownership notes receivable deteriorate, our vacation ownership notes receivable securitization program and VOI financing program could be adversely affected.

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If any holders elect to convert their convertible notes, we may elect to settle all or a portion of our conversion obligation through the payment of cash, which could adversely affect our liquidity.

The way we account for our convertible notes may impact our financial results and the market price of our common stock.

For example, in 2022, we adopted a new accounting standard that requires the use of the “if-converted” method for calculating diluted earnings per share, which resulted in the reduction of our reported diluted earnings per share.

See Footnote 16 “Debt” and Footnote 2 “Summary of Significant Accounting Policies” to our Financial Statements for additional information regarding the accounting for our convertible notes.

We are subject to risks relating to our convertible note hedges and warrants.

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Risks related to ownership of our common stock.

Our stock price may be volatile and your investment in our common stock could lose value.

Our stock price and trading volume are subject to changes, which may be significant, due to our financial results and operating performance and recommendations or earnings estimates by securities analyst and investors, as well as changes in economic, political and market conditions, including changes that affect demand for travel and consumer discretionary spending, such as inflationary pressures, health crises, acts of war and terrorism, and other factors unrelated to our financial results and operating performance.

Speculation in the press or investment community about our business and results of operation can also cause changes in our stock price and trading volume.

Many of these factors are out of our control.

A significant drop in our stock price could expose us to the risk of securities class action lawsuits, which may result in substantial expense and divert management’s attention and resources, which may adversely affect our business.

Our ability to pay dividends on our stock is limited.

We may not declare or pay dividends in the future at any particular rate or at all.

Our Board makes all decisions regarding our payment of dividends, subject to an evaluation of our financial condition, results of operations and capital requirements, as well as applicable law, regulatory and contractual constraints, industry practice and other business considerations that our Board considers relevant.

Certain of the agreements governing our indebtedness restrict our ability and the ability of our subsidiaries to pay dividends, and the terms of agreements governing debt that we may incur in the future may also limit or prohibit dividend payments.

The payment of certain cash dividends has and may in the future result in an adjustment to the conversion rate of the Convertible Notes and related warrants in a manner adverse to us.

We may not have sufficient surplus under Delaware law to be able to pay dividends, which may result from extraordinary cash expenses, actual expenses exceeding contemplated costs, funding of capital expenditures or increases in reserves.

Our share repurchase program may not enhance long-term stockholder value and could increase the volatility of the market price of our common stock and diminish our cash.

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In addition, repurchases of our common stock could affect our stock price and increase its volatility.

The existence of a share repurchase program could cause our stock price to be higher than it would be absent the program and could reduce market liquidity for our stock.

The existence

of a share repurchase program could cause our stock price to be higher than it would be absent the program and could reduce market liquidity for our stock.

Use of our funds to repurchase shares could diminish our cash reserves, which may impact our ability to finance growth, pursue strategic opportunities, and discharge liabilities.

Our share repurchases may not enhance stockholder value because the market price of our common stock may decline below the prices at which we repurchased shares and short-term stock price fluctuations could reduce the program’s effectiveness.

Our ability to pay dividends on our stock is limited.

We may not declare or pay dividends in the future at any particular rate or at all.

The payment of certain cash dividends may also result in an adjustment to the conversion rate of the Convertible Notes and related warrants in a manner adverse to us.

We may not have sufficient surplus under Delaware law to be able to pay any dividends, which may result from extraordinary cash expenses, actual expenses exceeding contemplated costs, funding of capital expenditures or increases in reserves.

Anti-takeover provisions in our organizational documents, Delaware law and in certain of our agreements could delay or prevent a change in control.

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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-K

Item 1A. Risk Factors