What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-05 compared with 2025-11-06 · 246 added, 361 removed, 404 unchanged (60% of the section changed)

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Forward-looking statements include, among other things, the information concerning:

our possible or assumed future results of operations and growth opportunities, revenues, financial condition, leverage, liquidity, returns on investments, margins and related financing, development and rental profits;

our possible or assumed future results of operations, cash flows, financial condition, leverage, liquidity, rental profit;

dividend payments;

business strategies;

financing plans and the adequacy of capital to meet short-term and long-term liquidity requirements;

use of proceeds from senior notes due 2033;our competitive position;

our plans to pursue growth opportunities;

our expectations regarding average consumer financing interest rates and our financing profit margin;

our expectations regarding the objectives, costs and benefits of our Strategic Business Operations office including revenue growth, operational efficiencies and savings, and benefits for our owners;

our ability to reduce our corporate debt, net of cash and equivalents, to Adjusted EBITDA ratio;

our expectations regarding inventory spending, the impact of inventory repurchases and timing of payments for inventory;

our ability to securitize consumer loans;

and expectations related to sales reserves, delinquencies and default rates relating to vacation ownership notes receivable.

business strategies and management priorities for 2026, including improving profitability and cash flow, accelerating growth, lower costs and monetize non-core assets and key initiatives to enhance the quality and composition of our sales Tours, increase Tour flow and strengthen cost discipline;

expected improvements in Tour quality, VPG, and default rates on newly originated vacation ownership notes receivable;

financing plans, financing terms and the adequacy of capital to meet short-term and long-term liquidity requirements;

our expectations regarding the objectives, costs and benefits of our modernization efforts;

our plan to reduce our corporate debt, net of cash and equivalents, to Adjusted EBITDA ratio;

our expectations regarding inventory spending;

and the impact of inventory repurchases and timing of payments for inventory.

Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “plan,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” “might,” “should,” “could” or the negative of these terms or similar expressions.

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We caution you that these statements are not guarantees of future performance and are subject to numerous and evolving risks and uncertainties that we may not be able to predict or assess, such as:

uncertainty in the current global macroeconomic environment created by rapid governmental policy and regulatory changes, including those affecting international trade;

a future health crisis and responses to a health crisis, including possible quarantines or other government imposed travel or health-related restrictions and the effects of a health crisis, including the short and longer-term impact on consumer confidence and demand for travel and the pace of recovery following a health crisis;

uncertainty in the current global macroeconomic environment created by rapid governmental policy and regulatory changes, including those affecting international trade or travel;

future health crises and related governmental responses and their potential adverse effects;

variations in demand for vacation ownership and exchange products and services;

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the ability to use artificial intelligence (“AI”) technologies successfully and potential business, compliance, or reputational risks associated with the use of AI technologies;

changes in privacy laws;

changes in privacy and other laws and regulations affecting our business;

the impact of a future banking crisis;

impacts from natural or man-made disasters and wildfires, including the Maui and Los Angeles area wildfires;

impacts from natural or man-made disasters;

delinquency and default rates;

global supply chain disruptions;

volatility in the international and national economy and credit markets, including as a result of the ongoing conflicts between Russia and Ukraine, Israel and Hamas, and elsewhere in the world and related sanctions and other measures;

volatility in the international and national economy and credit markets, the impacts of ongoing global conflicts and related sanctions and other measures;

our ability to attract and retain our global workforce;

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political or social strife;

and other matters referred to under the heading “Risk Factors” contained herein and also in our 2024 Annual Report and Quarterly Report for the quarter ended June 30, 2025, and which may be updated in our future periodic filings with the U.S.

and other matters referred to under the heading “Risk Factors” contained herein and also in our 2025 Annual Report, and which may be updated in our future periodic filings with the U.S.

Securities and Exchange Commission (the “SEC”).

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You should not put undue reliance on any forward-looking statements in this Quarterly Report.

The risk factors discussed in “Risk Factors” in our 2024 Annual Report, our Quarterly Report for the quarter ended June 30, 2025, and under Item 1A of Part II of this Quarterly Report could cause actual results to differ materially from those expressed or implied in forward-looking statements in this Quarterly Report.

The risk factors discussed in “Risk Factors” in our 2025 Annual Report, and under Item 1A of Part II of this Quarterly Report could cause actual results to differ materially from those expressed or implied in forward-looking statements in this Quarterly Report.

There may be other risks and uncertainties that we cannot predict at this time or that we currently do not expect will have a material adverse effect on our financial position, results of operations or cash flows.

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In order to make this report easier to read, we refer to (i) our Interim Consolidated Financial Statements as our “Financial Statements,” (ii) our Interim Consolidated Statements of Income as our “Income Statements,” (iii) our Interim Consolidated Balance Sheets as our “Balance Sheets” and (iv) our Interim Consolidated Statements of Cash Flows as our “Cash Flows.” References throughout to numbered “Footnotes” refer to the numbered Notes in the Interim Condensed Notes to Consolidated Financial Statements included in this Quarterly Report.

We routinely post important information, including news releases, announcements and other statements about our business and results of operations, that may be deemed material to investors on the Investor Relations section of our website, www.marriottvacationsworldwide.com.

website, www.marriottvacationsworldwide.com.

We use our website as a means of disclosing material, nonpublic information and for complying with our disclosure obligations under Regulation FD.

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Regis brand for specified fractional ownership products.

Our Vacation Ownership segment generates most of its revenues from four primary sources:

Our Vacation Ownership segment generates revenues from four primary sources:

selling vacation ownership products;

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We provide these services through our Interval International and Aqua-Aston businesses.

Corporate and other represents that portion of our results that are not allocable to our segments, including those relating to consolidated property owners’ associations (“Consolidated Property Owners’ Associations”).

Strategic Business Operations

In the fourth quarter of 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.

We are working 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.

We believe that we can drive $150 million to $200 million of annualized benefits from these initiatives by the end of 2026, with approximately half of these benefits coming from cost savings and efficiencies and the balance from accelerating revenue growth.

We also expect to realize additional savings that will benefit our owners’ maintenance fees.

We expect to incur non-recurring cash costs related to these modernization initiatives of approximately $100 million in each of 2025 and 2026.

In the third quarter of 2025, we reorganized a portion of our corporate overhead in our human resources and finance and accounting functions and transitioned work to third-party providers, which we expect will result in annual cost savings of approximately $20 million which will be reflected in multiple expense lines on our income statements.

We expect our cost of vacation ownership products in 2026 will increase due to a change in the mix of inventory sold in North America and Asia Pacific.

In addition, we expect higher costs associated with increased developer-owned inventory partially offset by higher rental revenues.

Corporate and other represents the portion of our results that are not allocable to our segments, including those relating to consolidated property owners’ associations (“Consolidated Property Owners’ Associations”).

Performance Measures

We measure operating performance using the key metrics described below:

• Contract sales from the sale of vacation ownership products is considered to be an important operating measure because it reflects the pace of sales in our business.

• Total contract sales include contract sales from the sale of vacation ownership products, including non-consolidated joint ventures.

• Consolidated contract sales exclude contract sales from the sale of vacation ownership products for non-consolidated joint ventures.

• Volume per guest (“VPG”) is calculated by dividing consolidated vacation ownership contract sales, excluding fractional sales, telesales, resales, and other sales that are not attributed to a sales tour (referred to as Tours , see below), by the number of tours in a given period.

We believe that VPG is valuable in evaluating the effectiveness of the sales process as it combines the impact of average contract price with the number of touring guests who make a purchase.

• Tours is the number of sales tours performed during the applicable period, and generally includes virtual and offsite sales tours, and excludes telesales.

We believe that Tours is a valuable metric because it represents the volume of touring guests.

• Development profit margin is calculated by dividing Development profit by revenues from the sale of vacation ownership products.

We refer to revenues from the sale of vacation ownership products less the cost of vacation ownership products and marketing and sales costs as Development profit.

We believe that Development profit margin is an important measure of the profitability of our development and subsequent marketing and sales of VOIs.

• Total active members is the number of Interval Network active members at the end of the applicable period.

We consider active members to be an important metric because it represents the population of owners eligible to book transactions using the Interval Network.

• Average revenue per member is calculated by dividing membership fee revenue, transaction revenue, rental revenue, and other member revenue for the Interval Network by the monthly weighted average number of Interval Network active members during the applicable period.

We believe this metric is valuable in measuring the overall engagement of our Interval Network active members.

• Segment financial results attributable to common stockholders represents revenues less expenses directly attributable to each applicable reportable business segment (Vacation Ownership and Exchange & Third-Party Management).

We consider this measure to be important in evaluating the performance of our reportable business segments.

Management uses the following key performance metrics to assess the Company’s operational efficiency and market competitiveness, identify trends, develop financial projections, and support strategic decision-making.

Management continuously monitors and analyzes these metrics to help ensure that the Company remains responsive to changing market conditions and aligned with our long-term growth objectives.

The definitions and methodologies of certain of these metrics may differ from those used by other companies, and as a result, these metrics may not be directly comparable to similarly titled measures reported by other companies.

• Contract sales reflects the pace of sales in our business and excludes contract sales from the sale of vacation ownership products for non-consolidated joint ventures.

• Volume per guest (“VPG”) is calculated as contract sales, excluding fractional sales, telesales, resales, and other sales that are not attributed to a sales tour (collectively, “ Tours” as defined below) divided by the number of Tours conducted during the applicable period.

We believe that VPG is a key driver of profitability as it reflects both the average contract price and the effectiveness of converting touring guests into purchasers.

• Tours is defined as the number of sales tours conducted during the applicable period, including virtual and offsite sales tours and excluding telesales.

• Development profit margin is calculated as Development profit divided by revenues from the sale of vacation ownership products.

Development profit represents revenues from the sale of vacation ownership products, net of the cost of vacation ownership products and related marketing and sales costs.

We believe that Development profit margin is a key indicator of the profitability of our development activities and the effectiveness of our associated marketing and sales efforts.

• Total active members represents the number of active members of the Interval Network active members as of the end of the applicable period.

We consider this metric to be an important indicator of the size of the member base eligible to transact within the Interval Network.

• Average revenue per member is calculated by dividing membership fee revenue, transaction revenue, rental revenue, and other member revenue generated by the Interval Network by the monthly weighted average number of active members of the Interval Network during the applicable period.

We believe this metric is a meaningful indicator of member engagement.

• Segment financial results attributable to common stockholders reflects revenues less expenses that are directly attributable to each respective reportable business segment (Vacation Ownership and Exchange & Third-Party Management).

We believe this measure provides meaningful insight into the operating performance of our reportable business segments.

See Footnote 16 “Business Segments” to our Financial Statements for further information about our reportable business segments.

• Adjusted EBITDA margin represents Adjusted EBITDA divided by the Company’s total revenues less cost reimbursements revenues.

• Segment Adjusted EBITDA margin represents Segment Adjusted EBITDA divided by the applicable segment’s total revenues less cost reimbursements revenues.

• Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by total revenues less cost reimbursements revenues.

• Segment Adjusted EBITDA margin is calculated as Segment Adjusted EBITDA divided by the respective segment’s total revenues less cost reimbursements revenues.

NM = Not meaningful.

Management Priorities

Our management priorities for 2026 are as follows:

• Improve profitability and cash flow by driving higher free cash flow conversion through disciplined execution, tighter working capital and capital spending, and focusing on EBITDA performance.

• Strengthen leadership and talent through onboarding new leadership with the external expertise to drive improvement in consistency and long-term growth execution.

We have also retained key existing leadership and talent throughout the organization to ensure continuity and retain historical business knowledge.

• Accelerate near-term, sustainable revenue growth by increasing contract sales through strengthened marketing and sales leadership, hiring proven frontline sales talent and critically improving our daily management discipline throughout our operating ecosystem.

Inflight initiatives are intended to expand and diversify marketing opportunities.

This will occur by improving lead generation, marketing efficiency and enhancing our products and services.

The enhanced owner experience and events platforms should increase owner retention and generate referrals of potential new customers to support contract sales growth and higher VPG.

We expect the financial benefits of these actions to become more evident in the second half of 2026 and into 2027 as we build a Tour pipeline that reflects these changes.

In the interim, we expect that marketing and sales expenses will remain higher than 2025 to support these new initiatives in the near-term.

• Lower cost base by emphasizing operating discipline to drive improved cash flow through execution and cost management.

• Protect and grow recurring, high margin revenue streams thorough sustaining stable performance in our financing and management and exchange businesses to support earnings durability and cash flow.

• Disciplined capital allocation to fund the highest-return growth initiatives while prioritizing liquidity and balance sheet flexibility.

• Monetize non-core assets to generate proceeds and support deleveraging and reinvestment priorities.

By the end of 2027 we expect to generate between $200 million and $250 million of gross cash proceeds from the disposition of non-core assets Proceeds of $50 million were realized in the first quarter of 2026 from the disposition of a hotel in Cancun, Mexico and over $125 million of additional gross proceeds from dispositions are expected for the remainder of 2026.

• Optimize geographic mix by scaling back our operations in lower return areas, including our Asia Pacific business, to improve capital efficiency overall and future margins.

Consolidated Results

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

Sale of vacation ownership products $ 343 $ 355

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Financing 41 36

Royalty fee 28 28

General and administrative 64 61

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Restructuring †

Royalty fee 29 28 85 85

Impairment 31 — 31 2

Cost reimbursements 430 373

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Interest expense, net (44) (40)

Transaction and integration costs — — — (18)

Other — 1 — (1)

INCOME BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS 45 102

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

NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ 22 $ 56

† Prior year amounts have been reclassified to conform with our current year presentation.

Operating Statistics

Three Months Ended Nine Months Ended

(Contract sales $ in millions) September 30, 2025 September 30, 2024 Change

September 30, 2025 September 30, 2024 Change

Three Months Ended

(Contract sales $ in millions) March 31, 2026 March 31, 2025 Change

Vacation Ownership

Total contract sales $ 442 $ 463 $ (21) (4%) $ 1,316 $ 1,348 $ (32) (2%)

Consolidated contract sales $ 439 $ 459 $ (20) (4%) $ 1,304 $ 1,336 $ (32) (2%)

Joint venture contract sales $ 3 $ 4 $ (1) 5% $ 12 $ 12 $ — 6%

Contract sales

$ 411 $ 420 $ (9) (2%)

VPG $ 4,016 $ 3,979 $ 37 1%

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Average revenue per member $ 39.13 $ 39.94 $ (0.81) (2%)

Three Months Ended Nine Months Ended

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

Three Months Ended

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

Vacation Ownership $ 1,193 $ 1,135 $ 58 5%

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Total Segment Revenues 1,250 1,193 57 5%

Consolidated Property Owners’ Associations — (1) 1 NM 12 3 9 NM

Consolidated Property Owners’ Associations 7 7 — NM

Total Revenues $ 1,257 $ 1,200 $ 57 5%

Earnings Before Interest Expense, Taxes, Depreciation and Amortization (“EBITDA”) and Adjusted EBITDA

EBITDA, a financial measure that is not prescribed by GAAP, is defined as earnings, or net income attributable to common stockholders, before interest expense, net (excluding consumer financing interest expense associated with term securitization transactions), income taxes, depreciation and amortization.

EBITDA, a financial measure that is not prescribed by GAAP, is defined as earnings, or net income or loss attributable to common stockholders, before interest expense, net (excluding consumer financing interest expense), income taxes, depreciation and amortization.

Adjusted EBITDA reflects additional adjustments for certain items, and excludes share-based compensation expense and amortization of cloud computing software implementation costs.

Share-based compensation expense is excluded to address considerable variability among companies in recording compensation expense because companies use share-based payment awards differently, both in the type and quantity of awards granted.

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.

For purposes of our EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin calculations, we do not adjust for consumer financing interest expense associated with term securitization transactions because we consider it to be an operating expense of our business.

Amortization of cloud computing software implementation costs, which are not included in depreciation and amortization expense, are excluded from Adjusted EBITDA for comparability purposes to address the considerable variability among companies in the utilization of productive assets.

For purposes of our EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin calculations, we do not adjust for consumer financing interest expense because we consider it to be an operating expense of our business.

We consider Adjusted EBITDA to be an indicator of operating performance, which we use to measure our ability to service debt, fund capital expenditures, expand our business, and return cash to stockholders.

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As a result, effective tax rates and provisions for income taxes can vary considerably among companies.

EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin also exclude depreciation and amortization as well as amortization of cloud computing software implementation costs because companies utilize productive assets of different ages and use different methods of both acquiring and depreciating or amortizing productive assets.

Adjusted EBITDA and Adjusted EBITDA margin also exclude depreciation and amortization, as well as amortization of cloud computing software implementation costs, because companies utilize productive assets of different ages and use different methods of both acquiring and depreciating or amortizing productive assets.

These differences can result in considerable variability in the relative costs of productive assets and the depreciation and amortization expense among companies.

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In addition, other companies in our industry may calculate EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin differently than we do or may not calculate them at all, limiting their usefulness as comparative measures.

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.

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.

The table below shows our EBITDA and Adjusted EBITDA calculation and reconciles these measures with net income or loss attributable to common stockholders, which is the most directly comparable GAAP financial measure.

Three Months Ended Nine Months Ended

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

Net (loss) income attributable to common stockholders

Three Months Ended

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

Net income attributable to common stockholders

$ 22 $ 56 $ (34) (61%)

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Provision for income taxes

3 34 (31) NM 73 79 (6) (8%)

23 45 (22) (49%)

Depreciation and amortization 34 38 (4) (11%)

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Amortization of cloud computing software implementation costs

2 1 1 NM 4 2 2 NM

Certain items

77 (3) 80 NM 98 40 58 NM

Adjusted EBITDA

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Adjusted EBITDA Margin

20.9% 24.1% (3.2 pts) 22.8% 22.7% 0.1 pts

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

(2) 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, and have reclassified prior year amounts to conform with our current year presentation.

19.5% 23.2% (3.7 pts)

The table below details the components of Certain items for the periods presented.

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

Gain on disposition of hotel, land, and other $ (3) $ —

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Gains and other income, net (2) (13)

Transaction and integration costs — — — 18

Purchase accounting adjustments — — — 1

Litigation charges 2 7

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Restructuring †

Impairment 31 — 31 2

Other — 2 — 1

Total Certain items

$ 77 $ (3) $ 98 $ 40

† Prior year amounts have been reclassified to conform with our current year presentation.

During the second quarter of 2024, we discontinued classifying costs associated with the continued integration of Welk in Transaction and integration costs.

Welk integration costs incurred after this period are reflected in the operating results of each of our segments and/or General and administrative expenses.

Segment Adjusted EBITDA

Three Months Ended Nine Months Ended

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

Three Months Ended

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

Vacation Ownership

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(64) (61) (3) (5%)

7 6 1 NM 21 17 4 NM

Share-based compensation expense

Adjusted EBITDA

$ 161 $ 192 $ (31) (16%)

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

(1) Includes $6 million of severance expense relating to changes in executive leadership that was recorded as General and administrative expense in the first quarter of 2026..

The following tables present segment financial results attributable to common stockholders reconciled to segment Adjusted EBITDA.

Vacation Ownership

Three Months Ended Nine Months Ended

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

Three Months Ended

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

Segment financial results $ 167 $ 198 $ (31) (16%)

Depreciation and amortization 24 26 (2) (9%)

Share-based compensation expense 3 2 1 9% 7 6 1 10%

Share-based compensation expense 2 1 1 NM

Amortization of cloud computing software implementation costs

1 1 — NM 3 2 1 NM

Certain items 27 (1) 28 NM 25 12 13 NM

Certain items (6) (5) (1) NM

Segment Adjusted EBITDA

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Segment Adjusted EBITDA Margin

26.1% 30.2% (4.1 pts) 28.4% 28.6% (0.2 pts)

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

24.8% 29.2% (4.4 pts)

The table below details the components of Certain items for Vacation Ownership segment financial results.

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

Gain on disposition of hotel, land, and other $ (3) $ —

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Change in estimates relating to pre-acquisition contingencies (4) (2)

Other — — (1) —

Gains and other income, net (7) (9)

Purchase accounting adjustments — — — 1

Litigation charges 1 4

Modernization 1 — 2 —

Restructuring — 1 — 1

Impairment 31 — 31 —

Total Certain items $ (6) $ (5)

Exchange & Third-Party Management

Three Months Ended Nine Months Ended

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

Three Months Ended

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

Segment financial results $ 19 $ 18 $ 1 4%

Depreciation and amortization 5 7 (2) (32%)

Share-based compensation expense — 1 (1) 18% 1 2 (1) 11%

Certain items — — — NM 2 2 — NM

Share-based compensation expense 1 1 — NM

Certain items

Segment Adjusted EBITDA

$ 24 $ 28 $ (4) (14%)

Segment Adjusted EBITDA Margin

42.3% 43.3% (1.0 pts) 45.8% 46.6% (0.8 pts)

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

44.9% 49.0% (4.1 pts)

The table below details the components of Certain items for Exchange and Third-Party Management segment financial results.

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

Gains and other income, net $ (1) $ —

Modernization 1 — 1 —

Restructuring — 1 2 1

Impairment — — — 2

Total Certain items $ (1) $ 2

† Prior year amounts have been reclassified to conform with our current year presentation.

Business Segments

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Vacation Ownership

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

Sale of vacation ownership products $ 343 $ 355

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Financing 41 36

Royalty fee 28 28

Depreciation and amortization 24 26

Litigation charges 1 4

Modernization 1 — 2 —

Restructuring — 1 — 1

Royalty fee 29 28 85 85

Impairment 31 — 31 —

Cost reimbursements 435 378

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Gains and other income, net 7 9

Other — 2 — (1)

SEGMENT FINANCIAL RESULTS ATTRIBUTABLE TO COMMON STOCKHOLDERS $ 167 $ 198

Sale of Vacation Ownership Products

Third Quarter and First Three Quarters

Three Months Ended Nine Months Ended

($ in millions) September 30, 2025 % of Consolidated Contract Sales, Net of Resales September 30, 2024 % of Consolidated Contract Sales, Net of Resales Change

September 30, 2025 % of Consolidated Contract Sales, Net of Resales September 30, 2024 % of Consolidated Contract Sales, Net of Resales Change

Consolidated contract sales $ 439 $ 459 $ (20) (4%) $ 1,304 $ 1,336 $ (32) (2%)

Joint venture contract sales 3 4 (1) 12 12 —

Total contract sales 442 463 (21) (4%) 1,316 1,348 (32) (2%)

First Quarter

Three Months Ended

($ in millions) March 31, 2026 % of Contract Sales, Net of Resales

March 31, 2025 % of Contract Sales, Net of Resales

Contract sales

$ 411 $ 420 $ (9) (2%)

Resales contract sales (6) (9) 3

Joint venture contract sales (3) (4) 1 (12) (12) —

Consolidated contract sales, net of resales 432 451 (19) (4%) 1,281 1,307 (26) (2%)

Contract sales, net of resales

405 411 (6) (2%)

Settlement revenue 10 2% 9 2% 1

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Tours 95,250 97,998 (2,748) (3%)

Financing propensity 60.4% 59.5% 0.9 pts 57.0% 56.0% 1.0 pts

Financing propensity

Average FICO Score (2)

733 733 738 736

(1) Adjustment for sales incentives that will not be recognized as Sale of vacation ownership products revenue and other adjustments to Sale of vacation ownership products revenue.

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and Canadian residents.

Third Quarter

The decrease in Sale of vacation ownership products for the third quarter of 2025 is attributed to lower contract sales, lower revenue reportability and an increase in the sales reserve due to higher financing propensity compared to the prior year comparable period.

Contract sales decreased during the third quarter of 2025 due to a 5% decrease in VPG and a 1% decrease in tours.

First Quarter

The decrease in Sale of vacation ownership products for the first quarter of 2026 is attributed to lower contract sales and lower revenue reportability.

Contract sales decreased during the first quarter of 2026 due to a 3% decrease in Tours, partially offset by a 1% increase in VPG.

• Owner contract sales increased 3% on higher VPG partially offset by lower Tours.

• First time buyer contract sales decreased 12% on lower VPG and Tours.

• Owner contract sales declined 5% on lower VPG and flat tours.

First Three Quarters

The increase in Sale of vacation ownership products for the first three quarters of 2025 was primarily due to a decrease in our sales reserve reflecting last year’s $70 million sales reserve adjustment (the “additional sales reserve”) recorded in the second quarter of 2024, partially offset by higher financing propensity and defaults in Asia Pacific in the first three quarters of 2025.

In addition, contract sales decreased during the first three quarters of 2025 due to a 4% decrease in VPG and a 1% increase in tours, partially offset by higher revenue reportability in the first three quarters of 2024.

• First time buyer contract sales increased 3% on higher tours.

• Owner contract sales declined 5% on lower VPG and tours.

Excluding the impact of the additional sales reserve recorded in the second quarter of 2024, our sales reserve as a percent of contract sales in the first three quarters of 2025 is 120 basis points higher than the prior year comparable period.

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.

The decline in Tours was largely attributable to our planned actions relating to the change in strategy for our Asia-Pacific business as well as our intentional reduction in Tours for FICO scores below 640.

Excluding Asia‑Pacific, Tours decreased 1% year-over-year.

VPG increased 1% year-over-year on a consolidated basis and was up nearly 50 basis points excluding Asia‑Pacific.

Development Profit

Third Quarter

First Quarter

Three Months Ended

($ in millions) September 30, 2025 % of Revenue September 30, 2024 % of Revenue Change

($ in millions) March 31, 2026 % of Revenue March 31, 2025 % of Revenue Change

Sale of vacation ownership products $ 343 $ 355 $ (12) (3%)

5 unchanged sentences

• lower Sale of vacation ownership products (discussed above);

• lower Cost of vacation ownership products;

• higher Marketing and sales costs due to higher preview and marketing costs, including costs to generate future package tours.

First Three Quarters

Nine Months Ended

($ in millions) September 30, 2025 % of Revenue September 30, 2024 % of Revenue Change

Sale of vacation ownership products $ 1,083 $ 1,048 $ 35 3%

Cost of vacation ownership products (135) 12% (145) 14% 10 7%

Marketing and sales (705) 65% (677) 65% (28) (4%)

Development profit $ 243 $ 226 $ 17 7%

Development profit margin 22.4% 21.6% 0.8 pts

The increase in Development profit was due to the following:

• higher Sale of vacation ownership products (discussed above);

• lower Cost of vacation ownership products due to the sale of lower average cost inventory, including $7 million of favorable product cost true-up activity, partially offset by the $13 million favorable impact of the additional sales reserve in the first three quarters of 2024.

These were partially offset by:

• higher marketing and sales costs due to:

• $9 million of higher wages and benefits, including variable compensation;

• $11 million of higher cost package tours and higher marketing and other costs;

• $8 million of higher costs for occupancy used for previews.

Excluding the favorable impact of the additional sales reserve in the first three quarters of 2024, Cost of vacation ownership products decreased $23 million and Cost of vacation ownership products as a percentage of sales decreased approximately 160 basis points in the first three quarters of 2025.

Excluding the impact of the additional sales reserve in the first three quarters of 2024, Development profit decreased $40 million and Development profit margin decreased approximately 290 basis points in the first three quarters of 2025.

• higher Cost of vacation ownership products due to lower favorable product cost true up activity partially offset by the sale of lower average cost inventory (including resulting from the impairments in inventory from the fourth quarter of 2025);

• higher Marketing and sales costs due to higher salaries, sales materials and preview costs, partially offset by lower commissions.

Resort Management and Other Services Revenues, Expenses and Profit

Three Months Ended Nine Months Ended

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

Three Months Ended

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

Management fee revenues $ 56 $ 55 $ 1 1%

4 unchanged sentences

Resort management and other services profit $ 84 $ 83 $ 1 1%

Resort management and other services profit margin 53.9% 52.1% 1.8 pts 53.9% 52.6% 1.3 pts

Resort management and other services profit margin 53.9% 53.6% 0.3 pts

Resort occupancy (1)

87.9% 89.1% (1.2 pts) 89.2% 89.8% (0.6 pts)

90.5% 90.3% 0.2 pts

(1) Resort occupancy represents all transient, preview, and owner keys divided by total keys available, net of keys out of service.

Third Quarter

The increase in Resort management and other services profit reflects $4 million of higher management profit, $1 million of higher ancillary profit and $1 million of higher exchange profit.

First Three Quarters

The increase in Resort management and other services profit reflects $12 million of higher management profit, $4 million of higher ancillary profit and $3 million of higher exchange profit.

Rental Revenues, Expenses and Profit

Three Months Ended Nine Months Ended

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

Three Months Ended

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

Rental revenues $ 167 $ 159 $ 8 5%

1 unchanged sentence

Rental profit $ 24 $ 33 $ (9) (27%)

Rental profit margin 6.6% 14.7% (8.1 pts) 14.3% 20.3% (6.0 pts)

Rental profit margin 14.2% 20.4% (6.2 pts)

Transient keys rented (1)

2 unchanged sentences

Rental occupancy (2)

69.0% 71.4% (2.4 pts) 72.4% 72.8% (0.4 pts)

75.0% 74.3% 0.7 pts

(1) Transient keys rented exclude plus points and preview stays.

(2) Rental occupancy represents transient and preview keys divided by keys available to rent, which is total available keys excluding owner usage.

Third Quarter

Rental profit declined due to:

• $4 million of higher unsold maintenance fees associated with developer-owned inventory;

• $3 million of increased costs due to higher owner utilization of third-party vacation offerings, increased marketing, variable and other costs.

These amounts were partially offset by a $2 million increase in costs allocated to marketing and sales expense for occupancy used for previews.

Rental revenues and Rental expenses are both $9 million higher in the third quarter of 2025 compared to the third quarter of 2024 due to the year over year change in the amount reclassified for costs in excess of rental revenues for developer-owned inventory which is registered and held for sale.

First Three Quarters

Rental profit declined due to:

• $17 million of lower plus point revenue attributed to the non-recurring impact of sales incentive programs put in place during COVID, which increased the amount of plus points issued and lengthened the use period in the prior year comparable periods;

• $11 million of higher unsold maintenance fees associated with developer-owned inventory;

• $10 million of higher marketing, variable and other costs;

• $7 million of increased costs due to higher owner utilization of third-party vacation offerings.

These amounts are partially offset by:

• $15 million increase in transient rental revenues;

• an $8 million increase in costs allocated to marketing and sales expense for occupancy used for previews.

Rental revenues and Rental expenses are both $26 million higher in the first three quarters of 2025 compared to the first three quarters of 2024 due to the year over year change in the amount reclassified for costs in excess of rental revenues for developer-owned inventory which is registered and held for sale.

First Quarter

Rental profit declined due to $7 million of higher unsold maintenance fees associated with developer-owned inventory and $4 million of higher marketing, variable and other costs, partially offset by a $2 million increase in transient rental revenues, including plus points.

Rental revenues and Rental expenses are both $6 million higher due to a reduction in the amount of costs in excess of rental revenues for developer-owned inventory which is registered and held for sale reclassified to Rental revenues.

We continue to expect a decline in rental profit in 2026 attributed to higher inventory and related unsold maintenance fees.

Financing Revenues, Expenses and Profit

Three Months Ended Nine Months Ended

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

Three Months Ended

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

Financing revenues $ 92 $ 88 $ 4 4%

Financing expenses (10) (11) 1 5%

Consumer financing interest expense (26) (25) (1) NM (78) (77) (1) NM

Consumer financing interest expense (31) (25) (6) (21%)

Financing profit $ 51 $ 52 $ (1) (2%)

Financing profit margin 57.8% 57.9% (0.1 pts) 58.6% 58.4% 0.2 pts

Financing propensity 60.4% 59.5% 0.9 pts 57.0% 56.0% 1.0 pts

Third Quarter and First Three Quarters

Financing profit margin 55.8% 59.3% (3.5 pts)

First Quarter

• Financing revenues reflect higher interest income as a result of a higher average notes receivable balance, partially offset by a slightly lower average interest rate.

• The increase in financing expense is primarily attributed to higher credit card fees, partially offset by lower operating costs, including those resulting from our cost savings initiatives implemented in the third quarter of 2025.

We expect our average interest rate to continue to increase as the current interest rate environment for new securitization transactions exceeds the average interest rate on our existing securitized debt.

We do not adjust interest rates on consumer financing offerings at the same pace as, or in lock-step with, broader market interest rates;

as a result, we expect our financing profit margin to continue to decrease in 2025, as we repay existing securitization transactions with proceeds from newer securitization transactions with lower interest rates.

Litigation Charges

Three Months Ended Nine Months Ended

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

Litigation charges $ 3 $ 2 $ 1 64% $ 10 $ 15 $ (5) (33%)

Third Quarter and First Three Quarters

Litigation charges during the third quarters of 2025 and 2024, as well as the first three quarters of 2025 and 2024, relate primarily to certain resorts in Europe.

Three Months Ended Nine Months Ended

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

$ 31 $ — $ 31 NM $ 31 $ — $ 31 NM

Third Quarter and First Three Quarters

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.

• 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.

In addition, consumer financing interest expense increased by $2 million due to higher average securitized debt in the first quarter of 2026.

Gains and Other Income

Three Months Ended Nine Months Ended

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

Gains and other income, net $ 8 $ 4 $ 4 NM $ 18 $ 5 $ 13 NM

Third Quarter

During the third quarter of 2025, we received $8 million of proceeds from service interruption insurance relating to the Maui wildfires.

During the third quarter of 2024, we recorded a $4 million reduction in certain pre-acquisition contingencies associated with the ILG Acquisition.

First Three Quarters

During the first three quarters of 2025, we received $15 million of proceeds from service interruption insurance relating to the Maui wildfires and recorded a $2 million reduction in certain pre-acquisition contingencies associated with the ILG Acquisition and $1 million of other gains.

During the first three quarters of 2024, we recorded a $4 million reduction in certain pre-acquisition contingencies associated with the ILG Acquisition and $1 million of other gains.

Three Months Ended

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

Gains and other income, net $ 7 $ 9 $ (2) NM

First Quarter

During the first quarter of 2026, we benefited from a $2 million gain on the disposition of a hotel in Cancun, Mexico, a $4 million reduction in certain pre-acquisition contingencies associated with the ILG Acquisition, and a less than $1 million gain on the disposition of a parcel of land.

During the first quarter of 2025, we benefited from $7 million of proceeds from service interruption insurance relating to the Maui wildfires, and a $2 million reduction in certain pre-acquisition contingencies associated with the ILG Acquisition.

Exchange & Third-Party Management

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

Management and exchange $ 44 $ 46

Rental 8 11 28 32

Cost reimbursements 4 2

2 unchanged sentences

Depreciation and amortization 5 7

Modernization 1 — 1 —

Restructuring — 1 2 1

Impairment — — — 2

Cost reimbursements 4 2

1 unchanged sentence

Gains and other income, net 1 —

Other — — 1 —

SEGMENT FINANCIAL RESULTS ATTRIBUTABLE TO COMMON STOCKHOLDERS $ 19 $ 18

Management and Exchange Profit

Three Months Ended Nine Months Ended

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

Management and exchange revenue $ 43 $ 44 $ (1) (2%) $ 130 $ 141 $ (11) (8%)

Management and exchange expense (30) (33) 3 4% (88) (95) 7 6%

Management and exchange profit $ 13 $ 11 $ 2 3% $ 42 $ 46 $ (4) (11%)

Management and exchange profit margin 29.4% 28.0% 1.4 pts 32.1% 33.4% (1.3 pts)

Third Quarter

• Interval International management and exchange revenues declined due to 8% lower exchange transaction volume, partially offset by a 9% increase in average exchange fees.

• The decrease in management and exchange expense was primarily attributable to lower wages and benefits and other costs.

First Three Quarters

• Interval International management and exchange revenues declined $5 million, or 4%, primarily due to 9% lower exchange transaction volume, partially offset by a 6% increase in average exchange fees.

• Management and exchange revenue reflects a $4 million decline in Aqua-Aston management revenues resulting from fewer available nights for rent, lower occupancy, and a lower average daily rate in the Hawaii market.

• Management and exchange revenue declined $2 million, attributed to the sale of an immaterial subsidiary in the second quarter of 2024.

• The decrease in management and exchange expenses was primarily attributable to lower wages and benefits and other costs.

Rental Revenues

Three Months Ended Nine Months Ended

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

Rental revenues $ 8 $ 11 $ (3) (21%) $ 28 $ 32 $ (4) (12%)

Third Quarter and First Three Quarters

The decrease in rental revenues reflects an 18% decrease in transaction volume, partially offset by a 12% increase in average fees per transaction, in each case in each of the third quarter and first three quarters of 2025 compared to prior year comparable periods.

Restructuring

Three Months Ended Nine Months Ended

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

Restructuring $ — $ 1 $ (1) (100%) $ 2 $ 1 $ 1 120%

Third Quarter and First Three Quarters

During the first three quarters of 2025, we recorded a $2 million impairment related to an operating lease and related assets.

† Prior year amounts have been reclassified to conform with our current year presentation.

Corporate and Other

1 unchanged sentence

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

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

Resort management and other services $ 16 $ 14

10 unchanged sentences

TOTAL EXPENSES 98 85

Gains (losses) and other income (expense), net 2 4 29 (4)

(Losses) gains and other (expense) income, net (6) 4

Interest expense, net (44) (40)

Transaction and integration costs — — — (18)

Other — (1) (1) —

FINANCIAL RESULTS BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS (141) (114)

2 unchanged sentences

FINANCIAL RESULTS ATTRIBUTABLE TO COMMON STOCKHOLDERS $ (164) $ (160)

Litigation Charges

Three Months Ended Nine Months Ended

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

Litigation charges $ 1 $ 1 $ — NM $ 6 $ 1 $ 5 NM

Third Quarter and First Three Quarters

Litigation charges during the third quarter of 2025 and 2024, as well as the first three quarters of 2025 and 2024, relate to a dispute with a service provider.

† Prior year amounts have been reclassified to conform with our current year presentation.

General and Administrative

Three Months Ended

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

General and administrative $ 64 $ 61 $ 3 5%

First Quarter

General and administrative expenses for the first quarter of 2026 increased primarily due to $6 million of severance expense relating to changes in executive leadership and $3 million of share-based compensation for new executives, partially offset by $3 million of lower insurance expense and $3 million of lower other costs.

Modernization

Three Months Ended Nine Months Ended

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

Modernization $ 51 $ — $ 51 NM $ 94 $ — $ 94 NM

Third Quarter and First Three Quarters

Three Months Ended

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

Modernization $ 16 $ 10 $ 6 51%

First Quarter

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.

We are working to:

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

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.

See “Strategic Business Operations” section above for further information.

During the third quarter and first three quarters of 2025, the majority of our Modernization charges were related to advisory services.

See Footnote 17 “Modernization” to our Financial Statements for further information related to our modernization charges.

Gains (Losses) and Other Income (Expense)

Three Months Ended Nine Months Ended

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

Gains (losses) and other income (expense), net $ 2 $ 4 $ (2) (39%) $ 29 $ (4) $ 33 NM

Third Quarter

In the third quarter of 2025, we recorded $2 million of foreign currency translation gains and $1 million of tax related adjustments to the receivable from Marriott International for indemnified tax matters, partially offset by $1 million of other losses.

In the third quarter of 2024, we recorded $6 million of foreign currency translation gains, partially offset by $2 million of tax related adjustments to the receivable from Marriott International for indemnified tax matters.

First Three Quarters

In the first three quarters of 2025, we recorded $23 million of foreign currency translation gains, $4 million of tax related adjustments to the receivable from Marriott International for indemnified tax matters, $1 million of other gains, and $1 million of insurance proceeds.

In the first three quarters of 2024, we recorded $4 million net of tax related adjustments to the receivable from Marriott International for indemnified tax matters.

Three Months Ended Nine Months Ended

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

Modernization expenses during the first quarter of 2026 related to:

• $9 million for consulting costs relating to implementation of initiatives;

• $4 million for technology;

• $3 million for the partial outsourcing of corporate overhead functions.

During the first quarter of 2025, the majority of our Modernization expenses were related to advisory services.

We expect to incur non-recurring expenses of approximately $85 million in the remainder of 2026 related to these modernization initiatives.

Restructuring

Three Months Ended

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

Restructuring $ 6 $ — $ 6 NM

First Quarter

During the first quarter of 2026, we incurred $6 million of severance expense associated with certain organizational changes, primarily in our corporate support functions.

An additional $6 million of severance expense associated with the organizational changes in our executive leadership team is presented as a component of General and Administrative expenses on our Income Statement.

(Losses) Gains and Other (Expense) Income

Three Months Ended

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

(Losses) gains and other (expense) income, net $ (6) $ 4 $ (10) NM

First Quarter

In the first quarter of 2026, we recorded $3 million of tax related adjustments to the receivable from Marriott International for indemnified tax matters and $3 million of foreign currency translation losses.

In the first quarter of 2025, we recorded $3 million of foreign currency translation gains and $1 million of other gains.

Interest Expense

Three Months Ended

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

Interest expense, net $ (44) $ (40) $ (4) (9%)

First Quarter

The increase in Interest expense, net is primarily attributed to $10 million of interest on our 6.500% Senior Unsecured Notes due 2033 issued in the third quarter of 2025 (the proceeds of which were used to repay our $575 million 0.000% 2026 Convertible Notes).

This increase was partially offset by the change in presentation of interest on our Warehouse Credit Facility and by lower interest on our Corporate Credit Facility and 2026 Convertible Notes which were repaid during the first quarter of 2026.

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.

Three Months Ended

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

Provision for income taxes $ (23) $ (45) $ 22 NM

Third Quarter

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.

First Three Quarters

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.

First Quarter

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 in 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.

Consolidated Property Owners’ Associations

The following table illustrates the impact of certain Consolidated Property Owners’ Associations under the relevant accounting guidance.

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

Resort management and other services $ 16 $ 14

5 unchanged sentences

TOTAL EXPENSES 6 6

Interest expense, net — — — 1

FINANCIAL RESULTS BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS 1 1

6 unchanged sentences

We continuously monitor the capital markets to evaluate the effect that changes in market conditions may have on our ability to fund our liquidity needs.

At September 30, 2025, our corporate debt, net of cash and equivalents, to Adjusted EBITDA ratio was 4.1, above our targeted range of 2.5 to 3.0, and we remain focused on reducing this ratio over time.

At March 31, 2026, our corporate debt, net of cash and equivalents, to Adjusted EBITDA ratio was 4.2, which we believe is a manageable leverage level, and we remain focused on reducing this ratio over time.

During the first quarter of 2026, we used the proceeds from the 2033 Notes to repay our 2026 Convertible Notes upon maturity.

We have no material principal payment obligations for the remainder of 2026.

13 unchanged sentences

At the recent level of defaults, there is no impact to cash whether we repurchase defaulted vacation ownership notes receivable from a securitization VIE and pursue foreclosure or foreclose on behalf of a securitization VIE.

During the third quarter of 2025, and as of September 30, 2025, we had 11 term securitization transactions outstanding, none of which were out of compliance with their respective required parameters.

During the first quarter of 2026, and as of March 31, 2026, we had 12 term securitization transactions outstanding, none of which were out of compliance with their respective required parameters.

Since 2000, we have issued approximately $10.7 billion of debt securities in securitization transactions in the term ABS market, excluding amounts securitized through warehouse credit facilities or private bank transactions.

1 unchanged sentence

Those loans may later be transferred to term securitization transactions in the ABS market, which typically occur twice a year.

During the second quarter of 2025, we amended certain agreements associated with our Warehouse Credit Facility, which, among other things, extended the revolving period from June 11, 2026 to June 11, 2027.

At September 30, 2025, we had $256 million of borrowings outstanding on our Warehouse Credit Facility.

See Footnote 11 “Securitized Debt’ to our Financial Statement for further information on our Warehouse Amendment.

As of September 30, 2025, $168 million of gross vacation ownership notes receivable were eligible for securitization.

Issuance of Senior Unsecured Notes

During the third quarter of 2025, we issued the 2033 Notes with an aggregate principal amount of $575 million and we received net proceeds of $567 million from the offering, after deducting the underwriting fees and transaction expenses.

We intend to use the net proceeds to repay our 2026 Convertible Notes due in January 2026.

Corporate Credit Facility

During the first quarter of 2025, we entered into an amendment to the Corporate Credit Facility, which, among other things, increased the borrowing capacity on our Revolving Corporate Credit Facility from $750 million to $800 million of aggregate borrowings for general corporate needs, including working capital, capital expenditures, letters of credit, and acquisitions.

The Amendment also extended the termination date from March 31, 2027 to March 24, 2030, reduced certain fees and interest costs, and increased the letter of credit sub-facility of the Revolving Corporate Credit Facility from $75 million to $150 million.

At September 30, 2025, no borrowings and $14 million of letters of credit were outstanding under our Revolving Corporate Credit Facility.

Additionally, the Amendment provided for a new $450 million senior secured 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.

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

At March 31, 2026, we had $343 million of borrowings outstanding on our Warehouse Credit Facility.

See Footnote 11 “Securitized Debt’ to our Financial Statement for further information.

As of March 31, 2026, $108 million of gross vacation ownership notes receivable were eligible for securitization.

Revolving Corporate Credit Facility

Our Revolving Corporate Credit, which expires on March 24, 2030, provides for up to $800 million of aggregate borrowings for general corporate needs, including working capital, capital expenditures, letters of credit, and acquisitions.

At March 31, 2026, $310 million of borrowings and $12 million of letters of credit were outstanding under our Revolving Corporate Credit Facility.

See Footnote 12 “Debt” to our Financial Statements for further information.

Disposition of Non-core Assets

As part of our broader financial strategic review in the fourth quarter of 2025, we conducted a comprehensive review to assess the strategic alignment of inventory and property and equipment within our North America vacation ownership business.

This review focused on assessing inventory needs in light of our then-current inventory position and identifying opportunities to monetize non-core assets.

During the first quarter of 2026, we received cash proceeds of $50 million from the sale of an entity that owned and operated a Vacation Ownership segment hotel in Cancun.

Over the next two years we expect to generate between $200 million and $250 million of additional net cash proceeds from the disposition of certain non-core property and equipment and other assets with proceeds over $125 million in the remainder of 2026.

We minimize our working capital needs through cash management, strict credit-granting policies, and disciplined collection efforts.

4 unchanged sentences

Generally, cash outflows related to our payment of maintenance fees associated with unsold inventory occurs in the fourth quarter for our points-based products, and in the first quarter for our weeks-based products.

In addition, during the first quarter of each year, we generally have variable compensation-related cash outflows associated with payment of annual bonuses.

In addition to net income or loss and adjustments for non-cash items, the following are key drivers of our cash flow from operating activities:

Inventory Spending In Excess of Cost of Sales

Nine Months Ended

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

In addition, during the first quarter of each year, we generally have variable compensation-related cash outflows associated with payment of annual bonuses and, subject to the continued issuance of quarterly dividends, the payment of two quarterly cash dividends declared in December and February.

Timing of Estimated Tax Payments

As part of the federal tax relief provided by the Internal Revenue Service for businesses in areas of Florida affected by hurricanes during the third and fourth quarters of 2024, we were permitted to defer certain federal income tax payments without incurring interest or penalties.

As a result, $38 million of estimated tax payments otherwise due in the third and fourth quarters of 2024 were deferred and paid in the second quarter of 2025.

We do not have similar deferrals of estimated tax payments from 2025 into 2026.

In addition to net income and adjustments for non-cash items, the following are key drivers of our cash flow from operating activities:

Inventory Spending Less than (In Excess of) Cost of Sales

Three Months Ended

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

Inventory spending $ (25) $ (29)

Purchase and development of property for future transfer to inventory — (2)

Inventory cost of sales 98 107

Inventory spending in excess of cost of sales $ (113) $ (52)

We plan to restrict our new inventory spending to capital efficient arrangements where our cash outlay coincides with start of sales, as well as low-cost reacquired inventory.

Inventory costs 35 30

Inventory spending less than (in excess of) cost of sales $ 10 $ (1)

We plan to restrict our new inventory spending to capital efficient arrangements where our cash outlay coincides with the start of sales, as well as low-cost reacquired inventory.

Through our existing VOI repurchase program, we proactively acquire previously sold VOIs from owners’ associations and individual owners at lower costs than would be required to develop new inventory.

1 unchanged sentence

Vacation Ownership Notes Receivable Collections Less Than Originations

Nine Months Ended

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

Three Months Ended

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

Vacation ownership notes receivable collections — non-securitized $ 47 $ 41

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Vacation ownership notes receivable collections less than originations $ (56) $ (57)

Vacation ownership notes receivable collections were less than originations in the first three quarters of 2025 and 2024 due to the growth of our vacation ownership notes receivable portfolio.

Vacation ownership notes receivable collections were less than originations in the first quarters of 2026 and 2025 due to the growth of our vacation ownership notes receivable portfolio.

Repurchase of Common Stock

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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

For the first quarter of 2026 — — $ —

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

See Footnote 13 “Stockholders' Equity” to our Financial Statements for further information related to our current share repurchase program.

Payment of Dividends to Common Stockholders

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

We distributed cash dividends to holders of our common stock during the first quarter of 2026 as follows:

Declaration Date Stockholder Record Date Distribution Date Dividend per Share

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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

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.

We currently expect to pay quarterly dividends in the future, but any future dividend payments will be subject to the approval of our Board of Directors, which will depend on our financial condition, results of operations and capital requirements at the time, as well as applicable law, regulatory constraints, industry practice, and other business considerations that our Board of Directors considers relevant.

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Material Cash Requirements

The following table summarizes our future material cash requirements from known contractual or other obligations as of September 30, 2025:

The following table summarizes our future material cash requirements from known contractual or other obligations as of March 31, 2026:

Payments Due by Period

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In the normal course of our resort management business, we enter into purchase commitments on behalf of owners’ associations to manage the daily operating needs of our resorts.

Since we are reimbursed for these commitments from the cash flows of the owners’ associations, these obligations have minimal impact on our net income or loss and cash flow.

Since we are reimbursed for these commitments from the cash flows of the owners’ associations, these obligations generally have minimal impact on our net income and cash flow.

These purchase commitments are excluded from the table above.

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The guarantees of the Senior Notes Guarantors are subject to release in limited circumstances only upon the occurrence of certain customary conditions.

The following tables present consolidating financial information as of September 30, 2025 and December 31, 2024, and for the nine months ended September 30, 2025 for MVWC and MORI on a stand-alone basis (collectively, the “Issuers”), the Senior Notes Guarantors, the combined non-guarantor subsidiaries of MVWC, and MVW on a consolidated basis.

The following tables present consolidating financial information as of March 31, 2026 and December 31, 2025, and for the three months ended March 31, 2026 for MVWC and MORI on a stand-alone basis (collectively, the “Issuers”), the Senior Notes Guarantors, the combined non-guarantor subsidiaries of MVWC, and MVW on a consolidated basis.

Condensed Consolidating Statement of Income

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Issuers Senior Notes Guarantors Non-Guarantor Subsidiaries Total Eliminations MVW Consolidated

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Condensed Consolidating Balance Sheet

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

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

Issuers Senior Notes Guarantors Non-Guarantor Subsidiaries Total Eliminations MVW Consolidated Issuers Senior Notes Guarantors Non-Guarantor Subsidiaries Total Eliminations MVW Consolidated

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Accrued liabilities 5 121 129 120 8 383 1 130 123 124 (2) 376

Deferred revenue — 10 160 184 (10) 344 — 15 157 190 (8) 354

Deferred revenue and other — 12 218 265 (29) 466 — 11 157 212 (9) 371

Payroll and benefits liability 1 113 81 26 — 221 1 109 74 34 — 218

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MVW stockholders' equity 1,992 1,536 4,106 258 (5,900) 1,992 1,993 1,948 4,233 305 (6,486) 1,993

Noncontrolling interests — — — — — — — — — (1) — (1)

Total liabilities and equity $ 2,592 $ 4,679 $ 5,270 $ 3,150 $ (6,055) $ 9,636 $ 3,230 $ 4,800 $ 5,360 $ 2,993 $ (6,626) $ 9,757

6 unchanged sentences

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 2. Management’s Discussion and Analysis