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Midas Edge

MARRIOTT VACATIONS WORLDWIDE Corp

For the period ended Dec 31, 2025. Filed Mar 2, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 2, 2026

VAC$115.68+0.5%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibits and Financial Statement Schedules

Item 15.Exhibits and Financial Statement Schedules

The following are filed as part of this Annual Report:

(1) Financial Statements

We include this portion of Item 15 under Part II, Item 8 of this Annual Report.

(2) Financial Statement Schedules

We include the financial statement schedules required by the applicable accounting regulations of the SEC in the notes to our consolidated financial statements and incorporate that information in this Item 15 by reference.

(3) Exhibits

All documents referenced below are being filed as a part of this Annual Report, unless otherwise noted.

Exhibit Number · Description · FiledHerewith · Incorporation By Reference From
Form · Exhibit · Date Filed
2.1Separation and Distribution Agreement, entered into on November 17, 2011, among Marriott International, Inc., Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc., Marriott Resorts Hospitality Corporation, MVCI Asia Pacific Pte. Ltd. and MVCO Series LLC8-K2.111/22/2011
Exhibit Number · Description · FiledHerewith · Incorporation By Reference From
Exhibit Number · Description · FiledHerewith · Form · Exhibit · Date Filed
2.2Agreement and Plan of Merger, dated as of April 30, 2018, by and among Marriott Vacations Worldwide Corporation, ILG, Inc., Ignite Holdco, Inc., Ignite Holdco Subsidiary, Inc., Volt Merger Sub LLC(1)8-K2.15/1/2018
2.3Agreement and Plan of Merger by and among Marriott Vacations Worldwide Corporation, Sommelier Acquisition Corp., Champagne Resorts, Inc., Welk Hospitality Group, Inc. and the Shareholder Representative, dated as of January 26, 20218-K2.11/26/2021
3.1Second Restated Certificate of Incorporation of Marriott Vacations Worldwide Corporation8-K3.25/15/2023
3.2Restated Bylaws of Marriott Vacations Worldwide Corporation (effective May 12, 2023)10-Q3.38/4/2023
4.1Form of certificate representing shares of common stock, par value $0.01 per share, of Marriott Vacations Worldwide Corporation104.110/14/2011
4.2Indenture, dated as of October 1, 2019, by and among Marriott Ownership Resorts, Inc., Marriott Vacations Worldwide Corporation, as guarantor, the other guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee8-K4.110/1/2019
4.3Form of 4.750% Senior Notes due 2028 (included as Exhibit A to Exhibit 4.2 above)8-K4.210/1/2019
4.4Registration Rights Agreement, dated as of October 1, 2019, by and among Marriott Ownership Resorts, Inc., Marriott Vacations Worldwide Corporation, as guarantor, the other guarantors party thereto and J.P. Morgan Securities LLC8-K4.310/1/2019
4.5Indenture, dated as of February 2, 2021, by and among Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc. and the other guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee8-K4.12/3/2021
4.6Form of 0.00% Convertible Senior Note due 2026 (included as Exhibit A to Exhibit 4.5 above)8-K4.12/3/2021
4.7Indenture, dated as of June 21, 2021, by and among Marriott Ownership Resorts, Inc., Marriott Vacations Worldwide Corporation, as guarantor, the other guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee8-K4.16/22/2021
4.8Form of 4.500% Senior Notes due 2029 (included as Exhibit A to Exhibit 4.7 above)8-K4.26/22/2021
4.9Indenture, dated as of December 8, 2022, by and among Marriott Vacations Worldwide Corporation, as issuer, Marriott Ownership Resorts, Inc. and the other guarantors party thereto from time to time and The New York Bank of Mellon Trust Company, N.A., as trustee8-K4.112/8/2022
4.10Form of 3.25% Convertible Senior Notes due 2027 (included as Exhibit A to Exhibit 4.9 above)8-K4.212/8/2022
4.11Description of Registered Securities10-K4.163/2/2020
4.12Indenture, dated as of September 18, 2025, by and among Marriott Ownership Resorts, Inc., Marriott Vacations Worldwide Corporation, as guarantor, the other guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee8-K4.19/19/2025
Exhibit Number · Description · FiledHerewith · Incorporation By Reference From
Exhibit Number · Description · FiledHerewith · Form · Exhibit · Date Filed
4.13Form of 6.500% Senior Notes due 2033 (included at Exhibit A to Exhibit 4.12 above)8-K4.29/19/2025
10.1Amended and Restated License, Services and Development Agreement between Marriott International, Inc. and Marriott Worldwide Corporation and Marriott Vacations Worldwide Corporation for Marriott Vacation Club, Sheraton Vacation Club, Westin Vacation Club, Grand Residences by Marriott, The Specified Fractional Projects and the Licensed Unbranded Projects executed on September 20, 2024 and effective as of January 1, 202410-Q10.711/7/2024
10.2License, Services, and Development Agreement, entered into on November 17, 2011, among The Ritz-Carlton Hotel Company, L.L.C., Marriott Vacations Worldwide Corporation and the other signatories thereto8-K10.211/22/2011
10.3First Amendment to License, Services, and Development Agreement, dated as of February 26, 2018, among The Ritz-Carlton Hotel Company, L.L.C., Marriott Vacations Worldwide Corporation and the other signatures thereto10-K10.72/27/2018
10.4Employee Benefits and Other Employment Matters Allocation Agreement, entered into on November 17, 2011, between Marriott International, Inc. and Marriott Vacations Worldwide Corporation8-K10.311/22/2011
10.5Tax Sharing and Indemnification Agreement, entered into on November 17, 2011, between Marriott International, Inc. and Marriott Vacations Worldwide Corporation8-K10.411/22/2011
10.6Amendment, dated August 2, 2012, between Marriott International, Inc. and Marriott Vacations Worldwide Corporation, to the Tax Sharing and Indemnification Agreement10-Q10.110/18/2012
10.7Marriott Bonvoy Affiliation Agreement, dated as of November 10, 2021, by and among Marriott International, Inc., Marriott Rewards, LLC, Marriott Vacations Worldwide Corporation and Marriott Ownership Resorts, Inc.10-K10.143/1/2022
10.8Marriott Vacations Worldwide Corporation Amended and Restated Stock and Cash Incentive Plan*10-K10.142/23/2017
10.9Form of Restricted Stock Unit Agreement – Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan*8-K10.112/9/2011
10.10Form of Stock Appreciation Right Agreement – Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan*8-K10.212/9/2011
10.11Form of Performance Unit Award Agreement – Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan*8-K10.13/16/2012
10.12Form of Non-Employee Director Share Award Confirmation*10-Q10.38/4/2023
10.13Form of Non-Employee Director Stock Appreciation Right Award Agreement*10-Q10.48/4/2023
10.14Form of Director Stock Unit Agreement*10-Q10.58/4/2023
10.15Form of Stock Appreciation Right Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan*10-K10.222/27/2023
Exhibit Number · Description · FiledHerewith · Incorporation By Reference From
Exhibit Number · Description · FiledHerewith · Form · Exhibit · Date Filed
10.16Form of Restricted Stock Unit Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan*10-K10.232/27/2023
10.17Form of Performance Unit Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan*10-K10.242/27/2023
10.18Marriott Vacations Worldwide Corporation Change in Control Severance Plan*10-K10.182/28/2025
10.19Form of Participation Agreement for Change in Control Severance Plan*10-K10.262/27/2023
10.20Marriott Vacations Worldwide Corporation Deferred Compensation Plan Revised July 29, 2022*10-Q10.48/9/2022
10.21Marriott Vacations Worldwide Corporation Executive Long-Term Disability Plan*10-K10.212/26/2015
10.22Marriott Vacations Worldwide Corporation Employee Stock Purchase Plan*8-K10.16/11/2015
10.23Credit Agreement, dated as of August 31, 2018, among Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent8-K4.99/5/2018
10.24Amendment No. 1 to Credit Agreement, dated as of December 3, 2019, among Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc., Interval Acquisition Corp., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent10-K10.383/2/2020
10.25Amendment No. 2 to Credit Agreement dated as of April 27, 2023, among Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc., and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent10-Q10.28/4/2023
10.26Incremental Facility Amendment, dated as of March 31, 2022, by and among Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc., as borrower, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the incremental lenders party thereto8-K10.14/6/2022
10.27Incremental Facility Amendment and Amendment No. 3, dated as of April 1, 2024, by and among Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc., as borrower, the subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto8-K10.14/2/2024
10.28Incremental Facility Amendment and Amendment No. 4, dated as of March 24, 2025, by and among Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc., as borrower, the subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto8-K10.13/27/2025
10.29Joinder Agreement, dated as of September 1, 2018, among Interval Acquisition Corp. and JPMorgan Chase Bank, N.A.8-K4.109/5/2018
10.30Deferred Compensation Plan for Non-Employee Directors*S-1(2)10.128/1/2018
10.31Interval Leisure Group, Inc. 2013 Stock and Incentive Compensation Plan, as amended*S-8(2)10.18/5/2016
10.32Form of Terms and Conditions for Annual RSU Awards under the Interval Leisure Group, Inc. 2013 Stock and Incentive Compensation Plan*10-Q(2)10.15/8/2014
Exhibit Number · Description · FiledHerewith · Incorporation By Reference From
Exhibit NumberDescriptionFiledHerewithFormExhibitDate Filed
10.33Employee Matters Agreement, dated as of October 27, 2015 among Interval Leisure Group, Inc., Starwood Hotels & Resorts Worldwide, Inc. and Vistana Signature Experiences, Inc., as amended8-K(2)10.65/12/2016
10.34Tax Matters Agreement, dated as of May 11, 2016, among Interval Leisure Group, Inc., Starwood Hotels & Resorts Worldwide, Inc. and Vistana Signature Experiences, Inc.8-K(2)10.35/12/2016
10.35Amendment No. 2 to the Interval Leisure Group, Inc. 2013 Stock and Incentive Compensation Plan, dated February 25, 2018*10-Q(2)10.25/4/2018
10.362020 Amended and Restated Employment Agreement between Marriott Vacations Worldwide Corporation and Jeanette E. Marbert*10-K10.442/27/2024
10.372020 Salary Reduction Agreement between Marriott Vacations Worldwide Corporation and Jeanette E. Marbert*10-K10.452/27/2024
10.38Amended and Restated Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan*10-Q10.68/2/2024
10.39Form of Call Option Transaction Confirmation8-K10.12/3/2021
10.40Form of Warrant Confirmation8-K10.22/3/2021
10.41Form of Base Call Option Transaction Confirmation8-K10.112/8/2022
10.42Form of Base Warrant Confirmation8-K10.212/8/2022
10.43Form of Stock Appreciation Right Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan*10-K10.522/27/2024
10.44Form of Restricted Stock Unit Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan*10-K10.532/27/2024
10.45Form of Performance Unit Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan*10-K10.542/27/2024
10.46Form of Stock Appreciation Right Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan*10-Q10.35/7/2024
10.47Form of Restricted Stock Unit Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan*10-Q10.45/7/2024
10.48Form of Performance Unit Agreement - Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan*10-Q10.55/7/2024
10.49Support Agreement, dated May 27, 2025, between Impactive Capital LP and Marriott Vacations Worldwide Corporation8-K10.15/27/2025
10.50John E. Geller, Jr. Separation Agreement and General Release of Claims8-K10.111/10/2025
10.51Offer Letter Employment Agreement between Marriott Ownership Resorts, Inc. and Matthew E. Avril, dated as of November 9, 2025*X
10.52Stock Appreciation Right Agreement between Marriott Vacations Worldwide Corporation and Matthew E. Avril, dated as of November 13, 2025*X
10.53Restricted Stock Unit Agreement between Marriott Vacations Worldwide Corporation and Matthew E. Avril, dated as of November 13, 2025*X
Exhibit Number · Description · FiledHerewith · Incorporation By Reference From
Exhibit NumberDescriptionFiledHerewithFormExhibitDate Filed
10.54CEO Employment Agreement, dated February 16, 2026 between the Company and Matthew Avril*8-K10.12/17/2026
10.55President and COO Employment Agreement, dated February 16, 2026 between the Company and Michael Flaskey*8-K10.22/17/2026
19.1Insider trading policies and proceduresX
21.1Subsidiaries of Marriott Vacations Worldwide CorporationX
22.1List of the Issuer and its Guarantor SubsidiariesX
23.1Consent of Ernst & Young LLPX
24.1Powers of Attorney (included on the signature pages hereto)X
31.1Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934X
31.2Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934X
32.1Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Furnished
32.2Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Furnished
97.1Policy Relating to Recovery of Erroneously Awarded Compensation10-K97.12/28/2025
101The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline Extensible Business Reporting Language (iXBRL) includes: (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Stockholders’ Equity, and (vi) the Notes to Consolidated Financial Statements
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Management contract or compensatory plan or arrangement.
(1)Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplemental copies to the SEC of any omitted schedule upon request by the SEC.
(2)Filing made by ILG, LLC under SEC File No. 001-34062.
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