MARRIOTT VACATIONS WORLDWIDE Corp
For the period ended Dec 31, 2025. Filed Mar 2, 2026.
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FY2025 · Filed Mar 2, 2026
Contents
. Share-based Compensation
- SHARE-BASED COMPENSATION
The MVW Equity Plan is maintained for the benefit of our officers, directors, and employees. Under the MVW Equity Plan, we are authorized to award: (1) RSUs of our common stock, (2) SARs relating to our common stock, and (3) stock options to purchase our common stock. A total of approximately 3 million shares are authorized for issuance pursuant to grants under the MVW Equity Plan. As of December 31, 2025, approximately 1 million shares were available for grants under the MVW Equity Plan.
The following table details our share-based compensation expense related to award grants to our officers, directors, and employees. We recognized $7 million of tax benefits associated with share-based compensation during each of the three years ended December 31, 2025, 2024, and 2023.
| ($ in millions) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Service-based RSUs | $31 | $30 | $29 |
| Performance-based RSUs | 4 | — | — |
| 35 | 30 | 29 | |
| SARs | 3 | 3 | 2 |
| $38 | $33 | $31 |
The following table details our deferred compensation costs related to unvested awards:
| ($ in millions) | At Year-End 2025(1) | At Year-End 2024 |
|---|---|---|
| Service-based RSUs | $26 | $24 |
| Performance-based RSUs | 7 | 5 |
| 33 | 29 | |
| SARs | 2 | 1 |
| $35 | $30 |
(1)As of December 31, 2025, the weighted average remaining term for RSU grants outstanding at year-end 2025 wasone tothree years and we expect that deferred compensation expense will be recognized over a weighted average term oftwo years.
Restricted Stock Units
We have issued RSUs that vest over time, which we refer to as service-based RSUs, and RSUs that vest based on performance with respect to established criteria, which we refer to as performance-based RSUs.
The following table shows the changes in our outstanding RSUs and the associated weighted average grant-date fair values:
| 2025 | ||||||
|---|---|---|---|---|---|---|
| Service-based | Performance-based | Total | ||||
| Number of RSUs | Weighted Average Grant-Date Fair Value Per RSU | Number of RSUs | Weighted Average Grant-Date Fair Value Per RSU | Number of RSUs | Weighted Average Grant-Date Fair Value Per RSU | |
| Outstanding at year-end 2024 | 783,527 | $102.50 | 375,832 | $116.13 | 1,159,359 | $106.92 |
| Granted | 581,375 | $62.86 | 423,863 | $63.38 | 1,005,238 | $63.07 |
| Distributed | (278,406) | $111.12 | (8,923) | $152.12 | (287,329) | $112.40 |
| Forfeited | (42,199) | $79.34 | (191,569) | $104.63 | (233,768) | $100.07 |
| Outstanding at year-end 2025 | 1,044,297 | $79.07 | 599,203 | $81.96 | 1,643,500 | $80.12 |
The weighted average grant-date fair value per RSU granted in 2024 and 2023 was $86.73 and $143.08, respectively. The fair value of the RSUs which vested in 2025, 2024, and 2023 was $23 million, $22 million, and $36 million, respectively.
Stock Appreciation Rights
The following table shows the changes in our outstanding SARs and the associated weighted average exercise prices:
| 2025 | ||
|---|---|---|
| Number ofSARs | Weighted Average Exercise Price Per SAR | |
| Outstanding at year-end 2024 | 758,729 | $116.59 |
| Granted | 245,440 | $61.22 |
| Exercised | (22,511) | $69.63 |
| Forfeited or expired | (24,089) | $82.56 |
| Outstanding at year-end 2025(1)(2) | 957,569 | $104.36 |
(1)As of December 31, 2025, outstanding SARs had an aggregate intrinsic value of $1 million and a weighted average remaining term of 5 years.
(2)As of December 31, 2025,630,361 SARs with a weighted average exercise price of $118.38 hadno intrinsic value, and a weighted average remaining contractual term of 4 years were exercisable.
The weighted average grant-date fair value per SAR granted in 2025, 2024, and 2023 was $18.83, $34.58, and $58.50, respectively. The SARs which vested in 2025, 2024, and 2023 didnot have any intrinsic value. The aggregate intrinsic value of SARs which were exercised in 2025, 2024, and 2023 was less than $1 million, $1 million, and less than $1 million, respectively.
We use the Black-Scholes model to estimate the fair value of the SARs granted. The expected stock price volatility was calculated based on the average of the historical and implied volatility of our stock price. The average expected life was calculated using the simplified method, as we have insufficient historical information to provide a basis for estimating average expected life. The risk-free interest rate was calculated based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life assumed at the date of grant. The dividend yield assumption listed below is based on the expectation of future payouts.
The following table outlines the assumptions used to estimate the fair value of grants in 2025, 2024, and 2023:
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Expected volatility | 45.79% - 51.27% | 45.78% | 40.47% |
| Dividend yield | 4.35% - 6.64% | 3.21% | 1.87% |
| Risk-free rate | 3.81% - 4.03% | 4.23% | 4.07% |
| Expected term (in years) | 3.5 - 6.25 | 6.25 | 6.25 |
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