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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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8. Earnings Per Share

8.EARNINGS PER SHARE

Basic earnings or loss per share attributable to common stockholders is calculated by dividing net income or loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the reporting period. Diluted earnings or loss per share attributable to common stockholders is calculated to give effect to all potentially dilutive common shares that were outstanding during the reporting period, except in periods when there is a loss because the inclusion of the potential common shares would have an anti-dilutive effect. The dilutive effect of outstanding equity-based compensation awards is reflected in diluted earnings or loss per share applicable to common stockholders by application of the treasury stock method.

The tables below illustrate the reconciliation of the earnings or loss and number of shares used in our calculation of basic and diluted earnings or loss per share attributable to common stockholders.

Three Months EndedNine Months Ended
(in millions, except per share amounts)September 30, 2025September 30, 2024September 30, 2025September 30, 2024
Net (loss) income attributable to common stockholders$(2)$84$123$168
Shares for basic (loss) earnings per share34.935.335.035.4
Basic (loss) earnings per share$(0.07)$2.38$3.52$4.74
Three Months Ended · Nine Months Ended
(in millions, except per share amounts)September 30, 2025September 30, 2024(1)September 30, 2025(1)September 30, 2024(1)
Net (loss) income attributable to common stockholders$(2)$84$123$168
Add back of interest expense related to convertible notes, net of tax(2)—51414
Numerator used to calculate diluted (loss) earnings per share$(2)$89$137$182
Shares for basic (loss) earnings per share34.935.335.035.4
Effect of dilutive shares outstanding(3)
Restricted stock units—0.10.20.1
2026 Convertible Notes—3.63.73.6
2027 Convertible Notes—3.13.03.0
Shares for diluted (loss) earnings per share34.942.141.942.1
Diluted (loss) earnings per share$(0.07)$2.12$3.27$4.31

(1)The computations of diluted earnings per share attributable to common stockholders above exclude approximately 645,000 and 393,000 shares of common stock, the maximum number of shares issuable as of September 30, 2025 and September 30, 2024, respectively, upon the vesting of certain performance-based awards, because the performance conditions required to be met for the shares subject to such awards to vest were not achieved by the end of the reporting period.

(2)For the third quarter of 2025, $4 million of interest expense related to convertible notes, net of tax, was excluded from the above calculation of diluted net loss per share attributable to common stockholders as the effects would have been anti-dilutive.

(3)For the third quarter of 2025, the following potentially dilutive securities were excluded from the above calculation of diluted net loss per share attributable to common stockholders as the effects of including these securities would have been anti-dilutive.

(in millions, except per share amounts)Three Months EndedSeptember 30, 2025
Restricted stock units0.3
2026 Convertible Notes3.8
2027 Convertible Notes3.0

In accordance with the applicable accounting guidance for calculating earnings per share, for the first three quarters of 2025, we excluded from our calculation of diluted earnings per share 643,167 shares underlying stock appreciation rights (“SARs”) that may settle in shares of common stock because the exercise prices of such SARs, which ranged from $93.73 to $173.88, were greater than the average market price of our common stock for the applicable period.

For the third quarter of 2024, we excluded from our calculation of diluted earnings per share 695,868 shares underlying SARs that may settle in shares of common stock because the exercise prices of such SARs, which ranged from $77.42 to $173.88, were greater than the average market price of our common stock for the applicable period.

For the first three quarters of 2024, we excluded from our calculation of diluted earnings per share 646,203 shares underlying SARs that may settle in shares of common stock because the exercise prices of such SARs, which ranged from $93.73 to $173.88, were greater than the average market price of our common stock for the applicable period.

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