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MARRIOTT VACATIONS WORLDWIDE Corp

For the period ended Sep 30, 2025. Filed Nov 6, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 6, 2025

VAC$110.42+3.0%Stored close · as of Nov 6, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-06.

0001524358-25-000152

Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of Proceeds

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-06.

0001524358-25-000166

Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsOther Information

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 16 previous paragraphs and 12 current paragraphs.

7 unchanged; 2 reworded; 3 added; 7 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

The current filing states there were no material changes to risk factors.

This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.

Current filing’s statement

There have been no material changes to the risk factors set forth in Item 1A of Part 1 of our 2024 Annual Report and in Item 1A of Part II of our Quarterly Report for the quarter ended June 30, 2025, except to the extent factual information disclosed elsewhere in this Quarterly Report relates to such risk factors, which is incorporated herein by reference.
Added paragraphs (3)

Current report

During the quarter ended September 30, 2025, the following officers and directors, as defined in Rule 16a-1(f), adopted a “Rule 10b5-1 trading arrangement” as defined in Regulation S-K Item 408, as follows:

Current report

On September 11, 2025, John E. Geller, Jr., the Company’s President and Chief Executive Officer and a member of the Board of Directors of the Company, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended (“Rule 10b5-1(c)”). Mr. Geller’s trading plan provides for the acquisition of up to 20,471 shares of the Company’s common stock upon the exercise of stock appreciation rights, less any shares to be withheld and/or sold to satisfy applicable tax withholdings, and the sale of the net shares acquired over the term of the plan. Potential transactions under Mr. Geller’s trading plan are subject to the occurrence and satisfaction of certain stock price and/or other conditions. The trading arrangement will expire on the earlier of March 2, 2026, or the completion of all transactions subject to the trading arrangement.

Current report

On September 25, 2025, James H Hunter, IV, the Company’s Executive Vice President, General Counsel and Secretary, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c). Mr. Hunter’s trading plan provides for the potential acquisition of up to 7,444 shares of the Company’s common stock issuable upon the exercise of stock appreciation rights over the term of the plan, less any shares to be withheld and/or sold to satisfy applicable tax withholdings. Potential acquisitions under Mr. Hunter’s trading plan are subject to the occurrence and satisfaction of certain stock price and/or other conditions. The trading arrangement will expire on the earlier of March 2, 2026, or the completion of all transactions subject to the trading arrangement.
Removed paragraphs (7)

Previous report

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

Previous report

Our business operations and financial performance are significantly influenced by governmental policies, the regulatory environment and consumers' willingness to travel to our resorts. Recent and rapid changes to governmental policies worldwide and rapidly evolving governmental regulations regarding international trade and other matters have introduced substantial uncertainty and volatility into the financial markets which can negatively impact consumer sentiment. These changes could negatively impact our supply chain, cost structure, market access and consumers' willingness to travel to our resorts and purchase our products and services. Additionally, recent and future policy and regulatory changes could disrupt our strategic planning, investments, increase maintenance fees and negatively impact owners’ ability to pay such fees, decrease consumers' disposable income and impact our ability to originate, and the payment of, vacation ownership notes receivable, among other consequences. These factors may also adversely impair our ability to execute strategies to mitigate negative impacts of the current environment.

Previous report

We are actively monitoring these developments and assessing their potential impact on our business. However, the unpredictable nature of the current global macroeconomic environment makes it challenging to anticipate and address all possible material risks. This uncertainty and its effects could have a material adverse effect on our financial condition, results of operations and cash flows.

Previous report

If vendors or third-party service providers do not comply with contractual obligations our financial condition, results of operations, internal controls over financial reporting and stock price could be materially and adversely affected

Previous report

We have implemented and may continue to implement workforce transformation initiatives designed to enhance operational efficiency, reduce costs, and align our organizational structure with our long-term strategic objectives. These initiatives have included and may in the future include the consolidation, offshoring, or outsourcing of aspects of certain corporate functions, including global technology, finance and accounting, and human resources functions, to third-party service providers and shared service centers. While these actions are intended to streamline operations and improve scalability, they may result in, and previous initiatives have resulted in, disruptions, increased transition costs, delays in service delivery and disputes with vendors. Additionally, such initiatives may lead to the loss of institutional knowledge, reduced employee morale, or increased attrition, including among key personnel. We rely or will rely on third-party providers to deliver critical services in these areas, and any failure by these providers to perform in accordance with contractual obligations, or any disruption in our ability to manage or transition these services effectively, could adversely affect our internal controls, compliance functions, or overall business operations. Furthermore, these initiatives may expose us to additional risks, including data security vulnerabilities, regulatory compliance challenges across jurisdictions and reputational harm. If we are unable to successfully execute and manage these workforce transformation initiatives, our financial condition, results of operations, internal controls over financial reporting and stock price could be materially and adversely affected.

Previous report

Frequency of Future Advisory Proposals on Named Executive Compensation

Previous report

At our Annual Meeting of Stockholders on May 13, 2025, our stockholders voted to approve, consistent with our Board of Directors’ recommendation and on a non-binding advisory basis, that we conduct future advisory votes to approve the compensation of our named executive officers every year. In light of the recommendation and vote, we plan to hold future advisory votes approving the compensation of our named executive officers annually until the next required vote on the frequency of such advisory votes.
Reworded paragraphs (2)

Previous wording

There have been no material changes to the risk factors set forth in Item 1A of Part 1 of our 2024 Annual Report and in Item 1A of Part II of our Quarterly Report for the quarter ended March 31, 2025, except as set forth below or to the extent factual information disclosed elsewhere in this Quarterly Report relates to such risk factors, which is incorporated herein by reference.

Current wording

There have been no material changes to the risk factors set forth in Item 1A of Part 1 of our 2024 Annual Report and in Item 1A of Part II of our Quarterly Report for the quarter ended June 30, 2025, except to the extent factual information disclosed elsewhere in this Quarterly Report relates to such risk factors, which is incorporated herein by reference.

Previous wording

During the quarter ended June 30, 2025, no director or Section 16 officer adopted orterminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

Current wording

During the quarter ended September 30, 2025, no other directors or officers, as defined in Rule 16a-1(f), adopted orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.