What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-05 compared with 2025-11-06 · 255 added, 436 removed, 623 unchanged (53% of the section changed)

3 unchanged sentences

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

Three Months Ended Nine Months Ended

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

Three Months Ended

March 31, 2026 March 31, 2025

Sale of vacation ownership products $ 343 $ 355

9 unchanged sentences

Financing 41 36

Royalty fee 28 28

General and administrative 64 61

3 unchanged sentences

Restructuring 6 —

Royalty fee 29 28 85 85

Impairment — 2

3 unchanged sentences

Interest expense, net ( 44 ) ( 40 )

Transaction and integration costs — — — ( 18 )

Other ( 1 ) —

1 unchanged sentence

Provision for income taxes ( 23 ) ( 45 )

NET (LOSS) INCOME ( 2 ) 84 124 168

NET INCOME 22 57

Net income attributable to noncontrolling interests — ( 1 )

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

(LOSS) EARNINGS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ 22 $ 56

EARNINGS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

Basic $ 0.64 $ 1.60

5 unchanged sentences

(In millions and unaudited)

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

Three Months Ended

March 31, 2026 March 31, 2025

NET INCOME $ 22 $ 57

Foreign currency translation adjustments — ( 1 )

Reclassification of foreign currency translation adjustments realized upon disposition of an entity ( 2 ) —

Derivative instrument adjustment, net of tax 1 —

2 unchanged sentences

COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS — ( 1 )

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

COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ 21 $ 55

See Interim Condensed Notes to Consolidated Financial Statements

2 unchanged sentences

(In millions, except share and per share data)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Cash and cash equivalents $ 268 $ 406

12 unchanged sentences

Accrued liabilities (including $ 4 and $ 4 from VIEs, respectively)

Deferred revenue 344 354

Deferred revenue and other 466 371

Payroll and benefits liability 221 218

27 unchanged sentences

(In millions and unaudited)

Nine Months Ended

September 30, 2025 September 30, 2024

Three Months Ended

March 31, 2026 March 31, 2025

OPERATING ACTIVITIES

Net income $ 22 $ 57

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

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

Depreciation and amortization of intangibles 34 38

2 unchanged sentences

Share-based compensation 10 7

Impairment charges 31 2

Foreign currency remeasurement (gain) loss ( 20 ) 2

Impairment — 2

Foreign currency remeasurement loss (gain) 3 ( 3 )

Deferred income taxes ( 1 ) ( 15 )

6 unchanged sentences

Accounts payable, advance deposits and accrued liabilities ( 47 ) ( 13 )

Deferred revenue ( 12 ) ( 32 )

Deferred revenue and other 95 88

Payroll and benefit liabilities 4 ( 13 )

3 unchanged sentences

Other, net ( 4 ) 2

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

Net cash, cash equivalents and restricted cash (used in) provided by operating activities ( 4 ) 8

INVESTING ACTIVITIES

Proceeds from disposition of entity 50 —

Capital expenditures for property and equipment (excluding inventory) ( 8 ) ( 14 )

Purchase of company owned life insurance — ( 4 )

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

Other, net 2 —

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

Net cash, cash equivalents and restricted cash provided by (used in) investing activities 42 ( 18 )

See Interim Condensed Notes to Consolidated Financial Statements

2 unchanged sentences

(In millions and unaudited)

Nine Months Ended

September 30, 2025 September 30, 2024

Three Months Ended

March 31, 2026 March 31, 2025

FINANCING ACTIVITIES

8 unchanged sentences

Payment of withholding taxes on vesting of restricted stock units ( 6 ) ( 6 )

Net cash, cash equivalents and restricted cash provided by (used in) financing activities 236 ( 26 )

Net cash, cash equivalents and restricted cash used in financing activities ( 174 ) ( 32 )

Effect of changes in exchange rates on cash, cash equivalents and restricted cash ( 1 ) 1

4 unchanged sentences

Non-cash issuance of treasury stock for employee stock purchase plan $ 1 $ 1

Non-cash transfer from inventory to property and equipment 8 13

Non-cash transfer from property and equipment to inventory 10 92

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

Dividends payable $ — $ 27

Interest paid, net of amounts capitalized 53 54

10 unchanged sentences

— Net income — — — — 22 22 — 22

— Foreign currency translation adjustments — — — ( 1 ) — ( 1 ) — ( 1 )

— Share-based compensation plans — 8 ( 7 ) — — 1 — 1

— Repurchase of common stock — ( 36 ) — — — ( 36 ) — ( 36 )

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

75.9 BALANCE AT MARCH 31, 2025 1 ( 2,406 ) 3,968 ( 9 ) 881 2,435 — 2,435

— Net income — — — — 69 69 — 69

— Foreign currency translation adjustments — — — ( 6 ) — ( 6 ) — ( 6 )

— Derivative instrument adjustment — — — 1 — 1 — 1

— Share-based compensation plans — 2 11 — — 13 — 13

— Dividends — — — — ( 28 ) ( 28 ) — ( 28 )

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

— Reclassification of foreign currency translation adjustments realized upon disposition of entity — — — ( 2 ) — ( 2 ) — ( 2 )

— Derivative instrument adjustment — — — 1 — 1 — 1

1 unchanged sentence

— 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)

75.9 BALANCE AT MARCH 31, 2026 $ 1 $ ( 2,415 ) $ 3,989 $ ( 12 ) $ 429 $ 1,992 $ — $ 1,992

Issued Common

1 unchanged sentence

Stock Additional

Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Total MVW Stockholders' Equity Noncontrolling Interests Total Equity

Capital Accumulated Other Comprehensive Loss Retained Earnings Total MVW Stockholders' Equity Noncontrolling Interests Total Equity

75.9 BALANCE AT DECEMBER 31, 2024 $ 1 $ ( 2,378 ) $ 3,975 $ ( 8 ) $ 852 $ 2,442 $ ( 1 ) $ 2,441

— Net income (loss) — — — — 47 47 ( 1 ) 46

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

— Derivative instrument adjustment — — — ( 2 ) — ( 2 ) — ( 2 )

— Share-based compensation plans — 5 ( 4 ) — — 1 — 1

— Repurchase of common stock — ( 24 ) — — — ( 24 ) — ( 24 )

— Dividends — — — — ( 26 ) ( 26 ) — ( 26 )

75.8 BALANCE AT MARCH 31, 2024 1 ( 2,351 ) 3,951 15 763 2,379 ( 1 ) 2,378

— Net income — — — — 56 56 1 57

— Foreign currency translation adjustments — — — ( 1 ) — ( 1 ) — ( 1 )

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

Share-based compensation plans — 8 ( 7 ) — — 1 — 1

1 unchanged sentence

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

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

75.9 BALANCE AT MARCH 31, 2025 $ 1 $ ( 2,406 ) $ 3,968 $ ( 9 ) $ 881 $ 2,435 $ — $ 2,435

See Interim Condensed Notes to Consolidated Financial Statements

23 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, 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.

Certain amounts from the prior fiscal year have been reclassified to conform to the current period presentation.

Commencing in the first quarter of 2026, interest expense associated with our Warehouse Credit Facility is included as a component of Consumer financing interest expense within Financing expense.

For the first quarter of 2025, interest expense associated with our Warehouse Credit Facility is included as a component of Interest expense, net.

Interest expense on our Warehouse Credit Facility was $ 3 million and $ 4 million for the three months ended March 31, 2026 and March 31, 2025, respectively.

SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING STANDARDS

Future Adoption of Accounting Standards

Accounting Standards Update 2023-09 – “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” (“ASU 2023-09”)

In December 2023, the Financial Accounting Standards Board (“FASB”) issued accounting standards update (“ASU”) 2023-09, which is intended to enhance the transparency and decision usefulness of income tax disclosures.

ASU 2023-09 primarily enhances and expands both the annual income tax rate reconciliation disclosure and the annual income taxes paid disclosure.

This update is effective for fiscal years beginning after December 15, 2024 and may be adopted on a prospective or retrospective basis, with early adoption permitted.

We expect to begin providing the enhanced disclosures required by this update in our Annual Report on Form 10-K for the year ending December 31, 2025.

Accounting Standards Update 2024-03 - “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses” (“ASU 2024-03”)

In November 2024, the FASB issued ASU 2024-03, which requires additional information about specific expense categories in the notes to financial statements for both interim and annual reporting periods.

This update is effective for annual periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027, and may be adopted on a prospective or retrospective basis, with early adoption permitted.

We are evaluating the impact that the adoption of this update, including the timing of implementation, will have on our disclosures.

New Accounting Standards

Accounting Standards Update 2024-04 - “ Debt - Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments ” (“ASU 2024-04”)

In November 2024, the FASB issued ASU 2024-04, which requires an entity to account for certain early settlements of convertible debt instruments as an induced conversion if the inducement offer includes the issuance of all consideration (in form and amount) issuable under the conversion privileges provided in the terms of the existing convertible debt instrument.

This update is effective for annual periods beginning after December 15, 2025, and interim periods within those annual reporting periods, with early adoption permitted for all entities that have adopted the amendments in ASU 2020-06.

We adopted ASU 2020-06 on January 1, 2022 using the modified retrospective method.

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.

In November 2024, the Financial Accounting Standards Board issued accounting standards update (“ASU”) 2024-04, which requires an entity to account for certain early settlements of convertible debt instruments as an induced conversion if the inducement offer includes the issuance of all consideration (in form and amount) issuable under the conversion privileges provided in the terms of the existing convertible debt instrument.

We adopted ASU 2024-04 on a prospective basis on January 1, 2026, with no impact to our financial statements or disclosures.

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

2 unchanged sentences

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 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 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.

We adopted ASU 2025-05 on a prospective basis on January 1, 2026, with no material impact to our financial statements or disclosures.

Accounting Standards Update 2025-11 - “Interim Reporting (Topic 270):

Narrow-Scope Improvements” (“ASU 2025-11”)

In December 2025, the FASB issued ASU 2025-11, which updates ASC 270 to improve clarity and consistency, without fundamentally altering the nature or scope of interim reporting requirements.

The guidance provides a comprehensive list of interim disclosures required by GAAP and incorporates a disclosure principle that requires disclosures at interim periods when an event or change that has a material effect on an entity has occurred since the last annual reporting period.

The guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

We adopted ASU 2025-11 on a prospective basis on January 1, 2026, with no impact to our financial statements or disclosures.

Future Adoption of Accounting Standards

Accounting Standards Update 2024-03 - “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses” (“ASU 2024-03”)

We are evaluating the impact that the adoption of this update, including the timing of implementation, will have on our disclosures.

Accounting Standards Update 2025-09 - “Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements” (“ASU 2025-09”)

In November 2025, the FASB issued ASU 2025-09, which amends certain aspects of hedge accounting guidance under Accounting Standards Codification (“ASC”) 815.

The amendments clarify the assessment of risk for cash flow hedges;

provide guidance on hedges of forecasted interest payments on choose‑your‑rate debt;

expand the application of hedge accounting to certain nonfinancial forecasted transactions;

permit the use of net written options as hedging instruments;

and address the accounting for dual hedges of foreign‑currency‑denominated debt.

This update is effective for annual periods beginning after December 15, 2026, and interim periods within those annual reporting periods, with early adoption permitted.

We are evaluating the impact that the adoption of this update, including the timing of implementation, will have on our financial statements and disclosures.

Cancun, Mexico

During the first quarter of 2026, we disposed of an entity that owned and operated a Vacation Ownership segment hotel in Cancun, Mexico, for proceeds of $ 50 million, consistent with our strategy to monetize non-core assets.

The net carrying value of the entity disposed of, as of the date of the disposition, was $ 50 million, the majority of which was comprised of property and equipment that was recorded in Other Assets on our balance sheet.

As a result of this disposition, we recorded a gain of $ 2 million in Gains and other income, net on our Income Statements for the three months ended March 31, 2026, which related to the realization of cumulative foreign currency translation gains.

REVENUE AND RECEIVABLES

Sources of Revenue by Segment

Three Months Ended September 30, 2025

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

Sale of vacation ownership products $ 358 $ — $ — $ 358

Ancillary revenues 69 1 — 70

Management fee revenues 56 2 ( 1 ) 57

Exchange and other services revenues 33 40 14 87

Management and exchange 158 43 13 214

Rental 142 8 — 150

Cost reimbursements 462 2 ( 13 ) 451

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

Financing 90 — — 90

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

Three Months Ended September 30, 2024

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

Sale of vacation ownership products $ 387 $ — $ — $ 387

Ancillary revenues 66 1 — 67

Management fee revenues 52 3 ( 1 ) 54

Exchange and other services revenues 34 40 12 86

Management and exchange 152 44 11 207

Rental 140 11 — 151

Cost reimbursements 484 1 ( 12 ) 473

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

Financing 87 — — 87

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

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

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

9 unchanged sentences

Total Revenues $ 1,193 $ 57 $ 7 $ 1,257

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

($ 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 September 30, 2025

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

Services transferred over time $ 691 $ 20 $ — $ 711

Goods or services transferred at a point in time 429 33 — 462

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

Three Months Ended September 30, 2024

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

Services transferred over time $ 707 $ 21 $ ( 1 ) $ 727

Goods or services transferred at a point in time 456 35 — 491

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

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

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

2 unchanged sentences

Revenue from contracts with customers $ 1,101 $ 57 $ 7 $ 1,165

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

($ 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 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.

Revenues were reduced during the first quarter of 2026 by $ 4 million 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 September 30, 2025 or December 31, 2024.

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

We had no contract assets at either March 31, 2026 or December 31, 2025.

($ in millions) At March 31, 2026 At December 31, 2025

Receivables from Contracts with Customers

4 unchanged sentences

Advance deposits

Deferred revenue 344 354

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.

Deferred revenue and other

(1) Includes $ 108 million and $ 99 million of other refundable deposits at March 31, 2026 and December 31, 2025, respectively.

Revenue recognized during the first quarter of 2026 that was included in our contract liabilities balance at December 31, 2025 was $ 120 million.

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 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 .

Our recorded contract liabilities (excluding other refundable deposits) represent the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) as of March 31, 2026.

At March 31, 2026, approximately 90 % 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 September 30, 2025 At December 31, 2024

($ in millions) At March 31, 2026 At December 31, 2025

Receivables from contracts with customers, net $ 276 $ 271

5 unchanged sentences

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.

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 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 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 $ 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 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 effective tax rate was 50.3 % and 43.6 % for the three months ended March 31, 2026 and March 31, 2025, respectively.

The effective tax rate for the three months ended March 31, 2026 differed from the blended U.S.

federal and state statutory tax rate primarily due to a permanent adjustment related to interest on installment sales, higher projected foreign losses, for which a valuation allowance was recorded, and discrete income tax adjustments, primarily associated with foreign operations, including a $ 6 million cumulative adjustment related to a foreign tax provision, and share-based compensation.

The effective tax rate for the three months ended March 31, 2025 differed from the blended U.S.

federal and state statutory tax rate primarily due to lower pre-tax book income forecast at that time for the year 2025, which was largely driven by our modernization efforts and related costs expected to be incurred, higher expected foreign losses, for which a valuation allowance was recorded, and discrete income tax adjustments, primarily related to share-based compensation.

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.

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

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

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

The provisions effective during the first quarter of 2026, did not have a material impact on our effective tax rate for the quarter ended March 31, 2026, but we continue to assess the potential impact of these legal changes, including provisions that become effective later in 2026, on our business and financial results.

VACATION OWNERSHIP NOTES RECEIVABLE

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

September 30, 2025 December 31, 2024

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.

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

March 31, 2026 December 31, 2025

($ in millions) Originated Acquired Total Originated Acquired Total

7 unchanged sentences

(1) Refer to Footnote 7 “Financial Instruments” for discussion of eligibility of our vacation ownership notes receivable for securitization.

We reflect interest income associated with vacation ownership notes receivable on our Income Statements in the Financing revenues caption.

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

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

$ 74 $ 72 $ 221 $ 215

Interest income - non-securitized vacation ownership notes receivable

Total interest income associated with vacation ownership notes receivable $ 88 $ 83 $ 260 $ 246

Vacation Ownership Notes Receivable Reserve

The estimates of the variable consideration for originated vacation ownership notes receivable and the reserve for credit losses on the acquired vacation ownership notes receivable are based on default rates that are an output of our static pool analyses and estimates regarding future defaults.

In the second quarter of 2024, we increased our sales reserve by $ 70 million to reflect the then-current macroeconomic conditions, including the cumulative impact of inflation on consumers and the related impact on year-over-year increases in maintenance fees for 2023 and 2024, which we believed were driving continued elevated delinquencies and default rates, higher consumer debt levels, continued high interest rates, uncertainty around timing and frequency of interest rate adjustments, and continued mixed economic indicators.

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 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 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

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

The following table shows future principal payments, net of reserves, and interest rates for our vacation ownership notes receivable at March 31, 2026.

($ in millions) Non-Securitized Securitized Total

5 unchanged sentences

Thereafter 191 1,221 1,412

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

Balance at March 31, 2026 $ 497 $ 2,070 $ 2,567

Weighted average stated interest rate 11.4 % 13.4 % 12.9 %

2 unchanged sentences

0.0 % to 21.9 %

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 three quarters of 2025.

Originated Vacation Ownership Notes Receivable Reserve

($ in millions) Non-Securitized Securitized Total

Balance at December 31, 2024 $ 252 $ 275 $ 527

Increase in vacation ownership notes receivable reserve

Securitizations ( 139 ) 139 —

Clean-up call 58 ( 58 ) —

Write-offs ( 166 ) — ( 166 )

Defaulted vacation ownership notes receivable repurchase activity (1)

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 September 30, 2025

Credit Quality Indicators - Vacation Ownership Notes Receivable

The weighted average FICO score within our consolidated vacation ownership notes receivable pool was 730 and 729 , at March 31, 2026 and December 31, 2025, respectively, based upon the FICO score of the borrower at the time of origination.

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

Vacation Ownership Notes Receivable as of March 31, 2026

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

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$ 1,893 $ 730 $ 65 $ 420 $ 3,108

Originated Vacation Ownership Notes Receivable as of December 31, 2024

Vacation Ownership Notes Receivable as of December 31, 2025

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

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$ 1,878 $ 740 $ 64 $ 418 $ 3,100

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

The following tables detail the origination year of our vacation ownership notes receivable, before reserves, by brand and borrower FICO score at origination as of March 31, 2026, and gross write-offs by brand for the first quarter of 2026.

Vacation Ownership Notes Receivable - Marriott Vacation Ownership

($ in millions) 2026 2025 2024 2023 2022 & Prior Total

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Gross write-offs $ — $ 9 $ 11 $ 7 $ 11 $ 38

Originated Vacation Ownership Notes Receivable - Hyatt Vacation Ownership

Vacation Ownership Notes Receivable - Hyatt Vacation Ownership

($ in millions) 2026 2025 2024 2023 2022 & Prior Total

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Gross write-offs $ — $ 2 $ 3 $ 1 $ 4 $ 10

Acquired Vacation Ownership Notes Receivable

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 $ 6 million reserve, and interest rates for our acquired vacation ownership notes receivable at September 30, 2025.

Acquired Vacation Ownership Notes Receivable

We reflect interest income associated with vacation ownership notes receivable on our Income Statements in the Financing revenues caption.

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

Three Months Ended

($ in millions) March 31, 2026 March 31, 2025

Interest income - securitized vacation ownership notes receivable

Interest income - non-securitized vacation ownership notes receivable

Total interest income associated with vacation ownership notes receivable $ 90 $ 86

Vacation Ownership Notes Receivable Reserve

The following table summarizes the activity related to our originated vacation ownership notes receivable reserve during the first quarter of 2026.

Originated Vacation Ownership Notes Receivable Reserve

($ in millions) Non-Securitized Securitized Total

2025, remaining $ 3 $ 5 $ 8

Thereafter 1 12 13

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

Weighted average stated interest rate 13.7 % 14.2 % 14.1 %

Range of stated interest rates 0.0 % to 21.9 %

0.0 % to 21.9 %

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 September 30, 2025

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

Marriott Vacation Ownership $ 21 $ 15 $ 2 $ 3 $ 41

Hyatt Vacation Ownership 24 15 — — 39

$ 45 $ 30 $ 2 $ 3 $ 80

Acquired Vacation Ownership Notes Receivable as of December 31, 2024

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

Marriott Vacation Ownership $ 30 $ 21 $ 3 $ 5 $ 59

Hyatt Vacation Ownership 34 22 — 1 57

$ 64 $ 43 $ 3 $ 6 $ 116

Balance at December 31, 2025 $ 242 $ 285 $ 527

Increase in vacation ownership notes receivable reserve

Securitizations ( 56 ) 56 —

Write-offs ( 46 ) — ( 46 )

Defaulted vacation ownership notes receivable repurchase activity (1)

Balance at March 31, 2026 $ 226 $ 308 $ 534

For our acquired vacation ownership notes receivable, the remaining reserve was $ 7 million as of March 31, 2026, and we recorded $ 2 million of write-offs for the three months ended March 31, 2026.

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 13.45 % 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.

For both non-securitized and securitized vacation ownership notes receivable, we estimated the average remaining default rates of 13.36 % as of March 31, 2026 and 13.51 % as of December 31, 2025.

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 both March 31, 2026 and December 31, 2025.

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.

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($ in millions) Non-Securitized Securitized Total

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

Investment in vacation ownership notes receivable on non-accrual status at March 31, 2026

$ 174 $ 24 $ 198

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$ 165 $ 20 $ 185

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

The following table shows the aging of the recorded investment in principal, before reserves, in vacation ownership notes receivable as of March 31, 2026 and December 31, 2025.

As of March 31, 2026 As of December 31, 2025

($ 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.

At September 30, 2025 At December 31, 2024

At March 31, 2026 At December 31, 2025

($ in millions) Carrying Amount

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Vacation Ownership Notes Receivable

At September 30, 2025 At December 31, 2024

At March 31, 2026 At December 31, 2025

($ in millions) Carrying Amount

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We estimate the fair value of the portion of our vacation ownership notes receivable that have not been securitized that we believe will ultimately be securitized in the same manner as vacation ownership notes receivable that have been securitized.

We value the remaining vacation ownership notes receivable that have not been securitized at their carrying value, rather than using our pricing model.

We value the remaining vacation ownership notes receivable that have not been securitized at their carrying value.

We believe that the carrying value of these particular vacation ownership notes receivable approximates fair value because the stated, or otherwise imputed, interest rates of these loans are generally consistent with current market rates and the reserve for these vacation ownership notes receivable appropriately accounts for risks in default rates, prepayment rates, discount rates, and loan terms.

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

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.

Other assets include $ 165 million and $ 168 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 March 31, 2026 and December 31, 2025, 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.

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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 (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

Three Months Ended

(in millions, except per share amounts) March 31, 2026 March 31, 2025

Net income attributable to common stockholders $ 22 $ 56

Shares for basic earnings per share

Basic earnings per share

$ 0.64 $ 1.60

Three Months Ended

(in millions, except per share amounts) March 31, 2026 March 31, 2025

Net income attributable to common stockholders $ 22 $ 56

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

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

Numerator used to calculate diluted earnings per share

Shares for basic earnings per share

Effect of dilutive shares outstanding

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2026 Convertible Notes

— 3.6 3.7 3.6

2027 Convertible Notes

— 3.1 3.0 3.0

Shares for diluted (loss) earnings per share

34.9 42.1 41.9 42.1

Diluted (loss) earnings per share

Shares for diluted earnings per share

Diluted earnings per share

$ 0.64 $ 1.46

(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.

We excluded $ 4 million of interest expense, net of tax, and 3.1 million of potentially dilutive securities related to convertible notes from the above calculation of diluted earnings per share attributable to common stockholders for the three months ended March 31, 2026, as the effects would have been anti-dilutive.

The computations of diluted earnings per share attributable to common stockholders above exclude approximately 890,000 and 529,000 shares of common stock, the maximum number of shares issuable as of March 31, 2026 and March 31, 2025, respectively, upon the vesting of certain performance-based and market-based awards, because the performance or market 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 the first quarter of 2026, we excluded from our calculation of diluted earnings per share 1,195,884 shares underlying stock appreciation rights (“SARs”) that may settle in shares of common stock because the exercise prices of such SARs, which ranged from $ 68.03 to $ 173.88 , were greater than the average market price of our common stock for the applicable period.

For the first quarter of 2025, we excluded from our calculation of diluted earnings per share 788,607 shares underlying 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.

The following table shows the composition of our inventory balances:

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

($ in millions) At March 31, 2026 At December 31, 2025

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 $ 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 .

Product cost true-up activity relating to vacation ownership products increased carrying values of inventory by $ 5 million during the first quarter of 2026 and $ 13 million during the first quarter of 2025.

In addition to the above, at March 31, 2026 and December 31, 2025, we had $ 230 million and $ 224 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 $ 34 million at March 31, 2026, of which $ 25 million was included in Other assets and $ 9 million was included in Accounts and contracts receivable, net on our Balance Sheet, and $ 31 million at December 31, 2025, of which $ 26 million was included in Other assets and $ 5 million was included in Accounts and contracts receivable, net on our Balance Sheet .

CONTINGENCIES AND COMMITMENTS

Commitments and Letters of Credit

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

As of March 31, 2026, 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 $ 130 million, of which we expect $ 51 million, $ 34 million, $ 17 million, $ 11 million, $ 11 million and $ 6 million will be paid in the remainder of 2026, 2027, 2028, 2029, 2030, 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.

• We expect to complete the acquisition of 32 vacation ownership units in 2027 pursuant to one of these commitments, and to make remaining payments with respect to these units when specific construction milestones are completed as follows:

$ 10 million in 2026 and $ 1 million in 2027.

• 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:

$ 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:

$ 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.

We expect to complete the acquisition of 168 vacation ownership units in 2027, and we expect to make payments when specific construction milestones are completed of $ 122 million in 2027.

We expect to complete the acquisition of these vacation ownership units in 2026, and we expect to make remaining payments with respect to these units as follows:

$ 4 million in 2027, and $ 33 million in 2028.

• In connection with our recent sale of a hotel in Cancun, we entered into a commitment to purchase vacation ownership units located in Puerto Vallarta, Mexico, 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 64 vacation ownership units in 2028, and we expect to make payments of $ 46 million in 2028.

See Footnote 3 “Dispositions” for further details on our sale of a hotel in Cancun in the first quarter of 2026.

• We have a remaining commitment of $ 11 million to purchase 32 vacation ownership units located in Bali, Indonesia, 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 2026, and we expect to make remaining payments with respect to these units when specific construction milestones are completed as follows:

$ 10 million in the remainder of 2026 and $ 1 million in 2027.

• 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 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.

Refer to Footnote 15 “Variable Interest Entities” for additional information and our activities relating to the VIE involved in this commitment.

As of March 31, 2026, we had $ 12 million of letters of credit outstanding under our Revolving Corporate Credit Facility (as defined in Footnote 12 “Debt”), of which $ 11 million were related to and in lieu of reserves required for certain of our outstanding securitization transactions.

In addition, as of March 31, 2026, we had $ 13 million in letters of credit outstanding that were related to and in lieu of reserves required for certain other outstanding securitization transactions, which were not issued pursuant to, nor do they impact our borrowing capacity under, the Revolving Corporate Credit Facility.

Surety bonds issued as of March 31, 2026 totaled $ 140 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 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.

At March 31, 2026, our expected commitment for the remainder of 2026 is $ 22 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 September 30, 2025 At December 31, 2024

($ in millions) At March 31, 2026 At December 31, 2025

Vacation ownership notes receivable securitizations, gross (1)

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$ 2,304 $ 2,146

(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 %.

(1) Interest rates as of March 31, 2026 range from 1.5 % to 6.6 %, with a weighted average interest rate of 4.8 %.

(2) Effective interest rate as of March 31, 2026 was 4.8 %.

(3) Excludes $ 2 million of unamortized debt issuance costs classified as a component of Other Assets on our Balance Sheet as of December 31, 2025, as no cash borrowings were outstanding under the Warehouse Credit Facility at that time.

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 September 30, 2025.

The following table shows anticipated future principal payments for our securitized debt as of March 31, 2026.

Vacation Ownership

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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 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.

During the first quarter of 2026, and as of March 31, 2026, we had 12 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.

During the second quarter of 2025, we securitized a pool of $ 459 million of vacation ownership notes receivable.

Subsequent to the end of the first quarter of 2026, we securitized a pool of $ 470 million of vacation ownership notes receivable.

In connection with the securitization, $ 460 million in vacation ownership loan backed notes were issued by MVW 2026-1 LLC (the “2026-1 LLC”) in a private placement.

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The Class A Notes have an interest rate of 4.67 %, the Class B Notes have an interest rate of 4.97 %, and the Class C Notes have an interest rate of 5.36 %, for an overall weighted average interest rate of 4.86 %.

Proceeds from the transaction, net of fees, were used to repay the outstanding obligations on our warehouse credit facility (as defined below) and for other general corporate purposes.

Proceeds from the transaction, net of fees, were used to repay outstanding credit facility obligations and for other general corporate purposes.

Warehouse Credit Facility

Our warehouse credit facility (the “Warehouse Credit Facility”), which has a borrowing capacity of $ 500 million, allows for the securitization of vacation ownership notes receivable on a revolving non-recourse basis.

During the second quarter of 2025, we amended certain agreements associated with our Warehouse Credit Facility (the “Warehouse Amendment”).

The Warehouse Amendment extended the revolving period of the Warehouse Credit Facility from June 11, 2026 to June 11, 2027, and changed the credit spread from 115 basis points over the Secured Overnight Financing Rate (“SOFR”) to 110 basis points over SOFR.

The Warehouse Amendment made no other material changes to the Warehouse Credit Facility.

Our warehouse credit facility (the “Warehouse Credit Facility”), allows for the securitization of vacation ownership notes receivable on a revolving non-recourse basis, has a borrowing capacity of $ 500 million, and expires on June 11, 2027.

The credit spread for the Warehouse Credit Facility is 110 basis points over the Secured Overnight Financing Rate (“SOFR”).

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

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

($ in millions) At March 31, 2026 At December 31, 2025

Corporate Credit Facility

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$ 3,265 $ 3,534

(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.

(1) The effective interest rate as of March 31, 2026 was 5.9 %.

(2) The effective interest rate as of March 31, 2026 was 5.3 %.

(3) Excludes $ 4 million of unamortized debt issuance costs classified as a component of Other Assets on our Balance Sheet as of December 31, 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 March 31, 2026.

Payments Year

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Term Loan $ 6 $ 8 $ 8 $ 8 $ 8 $ 748 $ 786

Revolving Corporate Credit Facility — — — — 310 — 310

2028 Notes — — 350 — — — 350

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2027 Convertible Notes — 575 — — — — 575

2027 Convertible Notes — — 575 — — — 575

$ 6 $ 583 $ 358 $ 508 $ 318 $ 1,323 $ 3,096

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”), 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:

increased the borrowing capacity on our Revolving Corporate Credit Facility from $ 750 million to $ 800 million;

extended the termination date from March 31, 2027 to March 24, 2030;

and reduced certain fees and interest costs.

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, 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.

Our corporate credit facility (the “Corporate Credit Facility”) provides support for our business, including ongoing liquidity and letters of credit, and consists of an $ 800 million term loan facility (the “Term Loan”) which is scheduled to mature on April 1, 2031, and a revolving credit facility with a borrowing capacity of $ 800 million (the “Revolving Corporate Credit Facility”), which includes a letter of credit sub-facility of $ 150 million, that terminates on March 24, 2030.

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 September 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 Sheet as of March 31, 2026 and in Other Liabilities on our Balance Sheet as of December 31, 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 three quarters of 2025 and 2024.

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

($ in millions) 2025 2024

Derivative instrument adjustment balance, January 1 $ — $ 3

Other comprehensive loss before reclassifications — ( 2 )

Derivative instrument adjustment balance, March 31 — 1

Other comprehensive gain (loss) before reclassifications 1 ( 1 )

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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• $ 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

2026 Convertible Notes

During 2021, we issued $ 575 million aggregate principal amount of convertible senior notes (the “2026 Convertible Notes”) that bear interest at a rate of 0.00 %.

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 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 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 Notes Maturity

During 2021, we issued $ 575 million aggregate principal amount of convertible senior notes (the “2026 Convertible Notes”) that bore interest at a rate of 0.00 %.

The 2026 Convertible Notes matured at par on January 15, 2026, at which time none of the 2026 Convertible Notes were converted and all were settled in cash, and the deferred financing costs were fully amortized.

Amortization of debt issuance costs related to the 2026 Convertible Notes was less than $ 1 million during the first quarter of 2026 and $ 1 million for the first quarter of 2025.

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 September 30, 2025.

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.

convertible note hedge transactions with respect to our common stock (the “2026 Convertible Note Hedges”), covering 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 3.9 million shares of our common stock.

The 2026 Convertible Note Hedges expired upon the maturity of the 2026 Convertible Notes on January 15, 2026, and none were exercised.

The 2026 Warrants expire in ratable portions over the 70 trading day period commencing on April 15, 2026.

As of March 31, 2026, the strike price of the 2026 Warrants was subject to adjustment to approximately $ 184.74 as a result of the dividends we declared since the issuance of the 2026 Warrants that were greater than the

quarterly dividend we paid when the 2026 Warrants were issued.

As of March 31, 2026, no 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 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.

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 March 31, 2026 to 5.3162 shares of common stock per $1,000 principal amount of 2027 Convertible Notes (equivalent to a conversion price of $ 188.10 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 September 30, 2025, the effective interest rate was 3.88 %.

As of March 31, 2026, 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 Nine Months Ended

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

Three Months Ended

($ in millions) March 31, 2026 March 31, 2025

Contractual interest expense $ 4 $ 4

Amortization of debt issuance costs 1 1

$ 5 $ 5 $ 16 $ 16

2027 Convertible Note Hedges and Warrants

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 September 30, 2025.

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.

convertible note hedge transactions with respect to our common stock (the “2027 Convertible Note Hedges”), covering a total of 3.1 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 3.1 million shares of our common stock, in each case, as of March 31, 2026.

The strike prices of the 2027 Convertible Note Hedges and the 2027 Warrants were subject to adjustment to $ 188.10 and $ 283.92 , respectively, as of March 31, 2026, 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, 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.

In addition, the Corporate Credit Facility, 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 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 March 31, 2026, there were 75,897,059 shares of Marriott Vacations Worldwide common stock issued, of which 34,335,139 shares were outstanding and 41,561,920 shares were held as treasury stock.

At December 31, 2025, there were 75,891,531 shares of Marriott Vacations Worldwide common stock issued, of which 34,124,033 shares were outstanding and 41,767,498 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 September 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 March 31, 2026 or December 31, 2025.

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 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.

As of March 31, 2026, approximately $ 322 million remained available for share repurchases under the current Share Repurchase Program, which authorizes share repurchases through December 31, 2026.

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, 2025 26,795,163 $ 2,522 $ 94.12

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.

For the first quarter of 2026 — — $ —

As of March 31, 2026 26,795,163 $ 2,522 $ 94.12

We declared cash dividends to holders of our common stock during the first quarter of 2026 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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February 19, 2026 March 4, 2026 March 18, 2026 $ 0.80

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

As of March 31, 2026, less than 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 Nine Months Ended

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

Three Months Ended

($ in millions) March 31, 2026 March 31, 2025

Service-based RSUs $ 9 $ 6

Performance-based RSUs 1 — 3 ( 1 )

$ 9 $ 8 $ 28 $ 24

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

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

($ in millions) At March 31, 2026 At December 31, 2025

Service-based RSUs $ 51 $ 26

Performance-based RSUs 8 7

Market-based RSUs 8 —

Restricted Stock Units

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.

We granted 581,550 service-based RSUs, which are subject to time-based vesting conditions, with a weighted average grant-date fair value of $ 61.39 , to our employees and non-employee directors during the first quarter of 2026.

During the first quarter of 2026, we also granted one-time performance-based RSUs (the “PSUs”), which are subject to performance-based vesting conditions, to certain executives.

A maximum of 300,000 RSUs may be earned under the performance-based RSU awards granted during the first quarter of 2026.

The PSUs vest over a three-year performance period beginning January 1, 2026 subject to continuous service, and are earned based on the achievement of the highest cumulative performance metric achieved during any four consecutive quarters relative to specified performance thresholds.

During the first quarter of 2026, we also granted one-time market-based RSUs (“MRSUs”) to certain executives.

A maximum of 300,000 shares can be earned under the MRSUs.

The MRSUs vest over a 3.5 year performance period beginning January 1, 2026, subject to continuous service and are earned based on the Company’s stock price exceeding specified thresholds.

The grant date fair value of $ 51.38 per share for the MRSUs, was determined using a Monte Carlo simulation model, based on an expected volatility of 45.57 %, a risk-free interest rate of 3.54 % and a dividend yield of 4.56 %.

Compensation expense for the MRSUs is recognized straight line over the requisite service period.

The PSUs and MRSUs are required to be settled in shares, or cash if sufficient shares are not available under the MVW Equity Plan, and are classified as equity under ASC 718, Compensation—Stock Compensation.

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 three quarters of 2025.

We granted 473,405 SARs, with a weighted average grant-date fair value of $ 23.59 and a weighted average exercise price of $ 68.21 , to members of management during the first quarter of 2026.

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

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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.

The risk-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 three quarters of 2025:

The following table outlines the assumptions used to estimate the fair value of grants during the first quarter of 2026:

Expected volatility 50.41 % - 50.73 %

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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 September 30, 2025:

($ in millions) Vacation Ownership

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Total $ 1,989 $ 344 $ 2,333

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

Notes Receivable

Securitizations Warehouse

Credit Facility Total

Interest income $ 65 $ 9 $ 74

Interest expense $ 24 $ 3 $ 27

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 three quarters of 2025:

The following table shows the interest income and expense recognized as a result of our involvement with these VIEs during the first quarter of 2026:

($ in millions) Vacation Ownership

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Debt issuance cost amortization $ 3 $ — $ 3

Administrative expenses $ 1 $ — $ 1

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

Nine Months Ended

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

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

Three Months Ended

($ in millions) March 31, 2026 March 31, 2025

Principal receipts $ 153 $ 141

Interest receipts 68 65

Reserve release 105 130

Total 221 206

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Voluntary repurchases of defaulted vacation ownership notes receivable ( 38 ) ( 43 )

Voluntary clean-up call ( 64 ) ( 29 )

Interest payments ( 25 ) ( 23 )

Funding of restricted cash ( 103 ) ( 243 )

Total ( 213 ) ( 206 )

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

Nine Months Ended

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

Three Months Ended

($ in millions) March 31, 2026 March 31, 2025

Proceeds from vacation ownership notes receivable securitizations $ 354 $ 206

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Interest receipts 8 9

Reserve release 13 7

Total 379 232

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Principal payments ( 10 ) ( 14 )

Voluntary repurchases of defaulted vacation ownership notes receivable ( 2 ) ( 3 )

Repayment of Warehouse Credit Facility ( 308 ) ( 455 )

Interest payments ( 2 ) ( 3 )

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Accordingly, we have not consolidated the VIE.

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.

As of March 31, 2026, our Balance Sheet reflected $ 1 million in Accounts and contracts receivable, net, including a note receivable of less than $ 1 million, and $ 4 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 $ 5 million as of March 31, 2026.

BUSINESS SEGMENTS

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Vacation Ownership and Exchange & Third-Party Management.

These segments are managed independently due to the differing nature of their products and services.

Our CODM evaluates the performance of our segments based primarily on the results of the segment without allocating corporate expenses or income taxes.

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We allocate depreciation and amortization, other gains and losses, equity in earnings or losses from our joint ventures, and noncontrolling interest to each of our segments as appropriate.

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 or loss attributable to common stockholders excluded from Adjusted EBITDA are not separately evaluated.

Corporate and other represents that portion of our results that are not allocable to our segments, including those relating to consolidated owners’ associations and modernization, 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 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 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.

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.

Adjusted EBITDA is defined as net income attributable to common stockholders, before interest expense (excluding consumer financing interest expense), 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.

We do not report asset information by segment because that information is not used to evaluate performance or allocate resources between segments.

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

Three Months Ended Nine Months Ended

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

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

Three Months Ended

March 31, 2026 March 31, 2025

($ in millions) Vacation

Exchange & Third-Party Management Total Vacation Ownership Exchange & Third-Party Management Total Vacation Ownership Exchange & Third-Party Management Total Vacation Ownership Exchange & Third-Party Management Total

Exchange & Third-Party Management Total Vacation Ownership Exchange & Third-Party Management Total

Revenues from external customers $ 1,193 $ 57 $ 1,250 $ 1,135 $ 58 $ 1,193

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Financing (2)

( 41 ) — ( 36 ) —

Royalty fee ( 28 ) — ( 28 ) —

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Interest expense, net (2)

( 44 ) ( 40 )

Depreciation and amortization ( 34 ) ( 38 )

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Amortization of cloud computing software implementation costs

( 2 ) ( 1 ) ( 4 ) ( 2 )

Certain items

( 77 ) 3 ( 98 ) ( 40 )

Provision for income taxes ( 23 ) ( 45 )

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

(2) Commencing in the first quarter of 2026, interest expense associated with our Warehouse Credit Facility is included as a component of Consumer financing interest expense within Financing expense.

For the first quarter of 2025, interest expense associated with our Warehouse Credit Facility is included as a component of Interest expense, net.

Interest expense on our Warehouse Credit Facility was $ 3 million and $ 4 million for the three months ended March 31, 2026 and March 31, 2025, respectively.

(3) 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 September 30, 2025 At December 31, 2024

Vacation Ownership $ 8,443 $ 8,296

Exchange & Third-Party Management 755 777

Total segment assets 9,198 9,073

Corporate and other 951 735

$ 10,149 $ 9,808

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 are working to:

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

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

The Strategic Business Operations office was created to modernize and optimize our processes and systems, including through advanced technology and automation;

increase sales efficiency and inventory optimization;

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

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

The following table shows the composition of our Modernization expense.

Three Months Ended

($ in millions) March 31, 2026 March 31, 2025

Advisory services

$ — $ — $ 32 $ 32 $ — $ — $ 70 $ 70

Consulting (implementation)

Transition costs

— — 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

($ in millions)

Balance at December 31, 2025

Modernization charges

Modernization expenses

Cash payments ( 17 )

Balance at September 30, 2025

Balance at March 31, 2026

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.

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

As of March 31, 2026, our aggregate expected obligation under these arrangements is $ 131 million, of which $ 31 million, $ 27 million, $ 26 million, $ 26 million, $ 18 million, and $ 3 million is expected to be paid in the remainder of 2026, 2027, 2028, 2029, 2030, and thereafter, respectively, and the total penalties for early termination are $ 25 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