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MARRIOTT VACATIONS WORLDWIDE Corp

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

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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

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12. Debt

12.DEBT

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
Corporate Credit Facility
Term Loan(1)$790$796
Unamortized debt discount and issuance costs(9)(10)
781786
Revolving Corporate Credit Facility(2)—125
Unamortized debt issuance costs—(3)
—122
Senior Unsecured Notes
2028 Notes350350
Unamortized debt discount and issuance costs(2)(2)
348348
2029 Notes500500
Unamortized debt discount and issuance costs(3)(4)
497496
2033 Notes575—
Unamortized debt discount and issuance costs(8)—
567—
Convertible Notes
2026 Convertible Notes575575
Unamortized debt issuance costs(1)(3)
574572
2027 Convertible Notes575575
Unamortized debt issuance costs(7)(9)
568566
Finance Leases198199
$3,533$3,089
(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.

Payments Year
($ in millions)Remaining 20252026202720282029ThereafterTotal
Term Loan$2$8$8$8$8$756$790
2028 Notes———350——350
2029 Notes————500—500
2033 Notes—————575575
2026 Convertible Notes—575————575
2027 Convertible Notes——575———575
$2$583$583$358$508$1,331$3,365

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.

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. 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 wereno reclassifications to the Income Statement for any of the periods presented below.

($ in millions)20252024
Derivative instrument adjustment balance, January 1$—$3
Other comprehensive loss before reclassifications—(2)
Derivative instrument adjustment balance, March 31—1
Other comprehensive gain (loss) before reclassifications1(1)
Derivative instrument adjustment balance, June 301—
Other comprehensive loss before reclassifications(1)—
Derivative instrument adjustment balance, September 30$—$—

Senior Notes

Our senior notes include:

$350 million aggregate principal amount of 4.750% Senior Unsecured Notes due 2028 issued in the fourth quarter of 2019 with a maturity date of January 15, 2028 (the “2028 Notes”).

$500 million aggregate principal amount of 4.500% Senior Unsecured Notes due 2029 issued in the second quarter of 2021 with a maturity date of June 15, 2029 (the “2029 Notes”).

$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 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, andno 2026 Convertible Note Hedges or 2026 Warrants have been exercised.

2027 Convertible Notes

During 2022, we issued $575 million aggregate principal amount of convertible senior notes (the “2027 Convertible Notes”) that bear interest at a rate of 3.25%. 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. 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%.

The following table provides the components of interest expense related to the 2027 Convertible Notes.

Three Months EndedNine Months Ended
($ in millions)September 30, 2025September 30, 2024September 30, 2025September 30, 2024
Contractual interest expense$5$5$14$14
Amortization of debt issuance costs——22
$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, andno 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.

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