What changed in this filing

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Item 9A. Controls and Procedures

2026-03-02 compared with 2025-02-28 · 57 added, 29 removed, 217 unchanged (28% of the section changed)

26 unchanged sentences

Our Board of Directors has adopted a code of conduct, our Business Conduct Guide, that applies to all of our directors, officers, and associates, including our Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer.

Our Business Conduct Guide is available in the Investor Relations section of our website (marriottvacationsworldwide.com) and is accessible by clicking on “Corporate Governance.” Any amendments to our Business Conduct Guide and any grant of a waiver from a provision of our Business Conduct Guide requiring disclosure under applicable SEC rules may be disclosed at the same location as the Business Conduct Guide in the Investor Relations section in the Investor Relations section of our of our website within four business days following the date of the amendment or waiver or on a Current Report on Form 8-K.

Our Business Conduct Guide is available in the Investor Relations section of our website (marriottvacationsworldwide.com) and is accessible by clicking on “Corporate Governance.” Any amendments to our Business Conduct Guide and any grant of a waiver from a provision of our Business Conduct Guide requiring disclosure under applicable SEC rules may be disclosed at the same location as the Business Conduct Guide in the Investor Relations section in the Investor Relations section of our website within four business days following the date of the amendment or waiver or on a Current Report on Form 8-K.

Executive Compensation

21 unchanged sentences

Herewith Incorporation By Reference From

Form Exhibit Date Filed

Exhibit Number Description Filed

Herewith Form Exhibit Date Filed

2.2 Agreement and Plan of Merger, dated as of April 30, 2018, by and among Marriott Vacations Worldwide Corporation, ILG, Inc., Ignite Holdco, Inc., Ignite Holdco Subsidiary, Inc., Volt Merger Sub LLC (1)

30 unchanged sentences

10-K 4.16 3/2/2020

Indenture, dated as of September 18, 2025, by and among Marriott Ownership Resorts, Inc., Marriott Vacations Worldwide Corporation, as guarantor, the other guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee

4.1 9/19/2025

Exhibit Number Description Filed

Herewith Incorporation By Reference From

Form Exhibit Date Filed

Exhibit Number Description Filed

Herewith Form Exhibit Date Filed

Form of 6.500% Senior Notes due 2033 (included at Exhibit A to Exhibit 4.12 above)

4.2 9/19/2025

Amended and Restated License, Services and Development Agreement between Marriott International, Inc.

29 unchanged sentences

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

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

Exhibit Number Description Filed

Herewith Incorporation By Reference From

Form Exhibit Date Filed

Exhibit Number Description Filed

Herewith Form Exhibit Date Filed

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

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

19 unchanged sentences

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

Incremental Facility Amendment and Amendment No.

4, dated as of March 24, 2025, by and among Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc., as borrower, the subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto

10.1 3/27/2025

Joinder Agreement, dated as of September 1, 2018, among Interval Acquisition Corp.

9 unchanged sentences

10.1 5/8/2014

Exhibit Number Description Filed

Herewith Incorporation By Reference From

Exhibit Number Description Filed

Herewith Form Exhibit Date Filed

Employee Matters Agreement, dated as of October 27, 2015 among Interval Leisure Group, Inc., Starwood Hotels & Resorts Worldwide, Inc.

4 unchanged sentences

10.3 5/12/2016

Exhibit Number Description Filed

Herewith Incorporation By Reference From

Form Exhibit Date Filed

Amendment No.

23 unchanged sentences

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

I nsider trading policies and procedures

Support Agreement, dated May 27, 2025, between Impactive Capital LP and Marriott Vacations Worldwide Corporation

10.1 5/27/2025

Separat ion Agreement and General Release of Claims

10.1 11/10/2025

Offer Letter Employment Agreement between Marriott Ownership Resorts, Inc.

and Matthew E.

Avril, dated as of November 9, 2025 *

S tock Appreciation Right A greement between Marriott Vacations Worldwide Co rporation and Matthew E.

Avril, dated as of November 13, 202 5 *

Restricted Stock Unit Agreement between Marriott Vacations Worldwide Corporation and Matthew E.

Avril, dated as of November 13, 2025 *

Exhibit Number Description Filed

Herewith Incorporation By Reference From

Exhibit Number Description Filed

Herewith Form Exhibit Date Filed

CEO Employment Agreement, dated February 16, 2026 between the Company and Matthew Avril*

10.1 2/17/2026

President and COO Employment Agreement, dated February 16, 2026 between the Company and Michael Flaskey*

10.2 2/17/2026

Insider trading policies and procedures

21.1 Subsidiaries of Marriott Vacations Worldwide Corporation

22.1 List of the Issuer and its Guarantor Subsidiaries

22.1 2/27/2024

23.1 Consent of Ernst & Young LLP

7 unchanged sentences

97.1 Policy Relating to Recovery of Erroneously Awarded Compensation

Exhibit Number Description Filed

Herewith Incorporation By Reference From

Form Exhibit Date Filed

101 The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline Extensible Business Reporting Language (iXBRL) includes:

9 unchanged sentences

February 27, 2026

President and Chief Executive Officer

/s/ Matthew E.

Chief Executive Officer

POWER OF ATTORNEY

KNOW BY ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, John E.

Geller, Jr., Jason P.

KNOW BY ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, Matthew E.

Avril, Jason P.

Marino, and James H Hunter, IV, and each one of them, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

1 unchanged sentence

Principal Executive Officer:

President, Chief Executive Officer and Director

/s/ Matthew E.

Avril Chief Executive Officer and Director

Principal Financial Officer:

5 unchanged sentences

/s/ William J.

Shaw /s/ Jonice M.

Shaw, Director, Chairman Jonice M.

Shaw /s/ Mary E.

Shaw, Director, Chairman Mary E.

Galligan, Director

Andrews /s/ Jonice M.

Andrews, Director Jonice M.

Gray, Director

Andrews /s/ Melquiades R.

Andrews, Director Melquiades R.

Martinez, Director

/s/ Lizanne Galbreath /s/ William W.

Lizanne Galbreath, Director William W.

/s/ Christian A.

Asmar /s/ William W.

Asmar, Director William W.

McCarten, Director

Galligan /s/ Dianna F.

Galligan, Director Dianna F.

Dausch /s/ Dianna F.

Dausch, Director Dianna F.

Morgan, Director

/s/ Raymond L.

/s/ Stephen R.

Gellein, Jr., Director Stephen R.

/s/ Lizanne Galbreath /s/ Stephen R.

Lizanne Galbreath, Director Stephen R.

Quazzo, Director

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 9A. Controls and Procedures