[Form 4] VAIL RESORTS INC Insider Trading Activity

Rhea-AI Filing Summary

Robert A. Katz, CEO & Chair of Vail Resorts (MTN), reported multiple transactions on Form 4 dated 09/29/2025–09/30/2025. The filing shows shares were withheld to cover taxes on vested Restricted Share Units (RSUs) and new long‑term awards were granted. Specifically, RSU withholding of 363 and 389 shares occurred at $148.06 per share, reducing beneficial ownership slightly. New awards include grants of 11,305 RSUs (vest in three equal annual installments) and 50,899 Share Appreciation Rights (SARs) vesting in three equal installments and exercisable through 09/30/2035. Following the reported activity, Mr. Katz beneficially owns roughly 247,000–248,000 shares depending on the line item.

Positive

• Grant of 11,305 RSUs on 09/30/2025 with three‑year vesting, creating long‑term alignment incentives
• Grant of 50,899 Share Appreciation Rights on 09/30/2025 (expire 09/30/2035), providing long‑dated performance linkage

Negative

• Shares withheld (363 and 389) to satisfy tax withholding on vested RSUs, reflecting a reduction in immediately held shares
• Potential future dilution as RSUs and SARs vest and convert to common stock

Insights

Financial Analyst

TL;DR: Insider received sizable compensation awards while small share withholdings covered tax obligations; overall ownership remains near 247k–248k shares.

The Form 4 documents routine equity compensation activity for the CEO and Chair. The tax withholding transactions (codes F) show modest disposals of vested RSUs at a reported price of $148.06 per share. Grants recorded on 09/30/2025 include 11,305 RSUs and 50,899 SARs, both vesting in three equal installments, which represent future equity dilution potential as they vest and convert. The SARs have a stated strike/measurement price of $164.53 and expire in 2035, indicating long‑dated upside tied to share price appreciation.

Corporate Governance Expert

TL;DR: Transactions reflect standard executive compensation practices—withholding for taxes and multi‑year incentive grants with multi‑year vesting schedules.

The filing is consistent with standard compensation governance: immediate withholding to satisfy tax liabilities on vested RSUs and issuance of multi‑year RSUs and SARs to align executive incentives with long‑term shareholder value. Vesting schedules beginning on the first anniversary suggest retention focus. No unusual transfers, pledges, or sales to third parties are disclosed; ownership is reported as direct. The signature by an Attorney‑in‑Fact indicates delegation for filing, a routine administrative step.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KATZ ROBERT A

(Last) (First) (Middle)

C/O VAIL RESORTS, INC.

390 INTERLOCKEN CRESCENT

(Street)

BROOMFIELD CO 80021

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VAIL RESORTS INC [ MTN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & Chairperson of the Board

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/29/2025		M		897	A	$0	247,675	D
Common Stock	09/29/2025		F		363(1)	D	$148.06	247,312	D
Common Stock	09/29/2025		M		889	A	$0	248,201	D
Common Stock	09/29/2025		F		389(1)	D	$148.06	247,812	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Unit	$0	09/29/2025		M			897	(2)	(2)	Common Stock	897	$0	0	D
Restricted Share Unit	$0	09/29/2025		M			889	(3)	(3)	Common Stock	889	$0	890	D
Restricted Share Unit	$0	09/30/2025		A		11,305		(4)	(4)	Common Stock	11,305	$0	11,305	D
Share Appreciation Right	$164.53	09/30/2025		A		50,899		(5)	09/30/2035	Common Stock	50,899	$0	50,899	D

Explanation of Responses:

1. These shares of common stock were withheld from the issuance of common stock to Reporting Person upon vesting of Restricted Share Units ("RSUs") in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith.

2. On September 29, 2022, Reporting Person was granted 2,689 RSUs, which vest in three equal installments commencing on the first anniversary of the grant date.

3. On September 29, 2023, Reporting Person was granted 2,668 RSUs, which vest in three equal installments commencing on the first anniversary of the grant date.

4. On September 30, 2025, Reporting Person was granted 11,305 RSUs, which vest in three equal annual installments commencing on the first anniversary of the grant date.

5. On September 30, 2025, Reporting Person was granted 50,899 Share Appreciation Rights, which vest in three equal installments commencing on the first anniversary of the grant date.

Remarks:

	/s/ Lucy Jensen, Attorney-in-Fact for Robert A. Katz	10/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Robert A. Katz report on Form 4 for Vail Resorts (MTN)?

He reported RSU withholdings (363 and 389 shares withheld at $148.06) and new grants of 11,305 RSUs and 50,899 SARs on 09/30/2025.

How many shares does Robert A. Katz beneficially own after the reported transactions?

Beneficial ownership is reported around 247,312 to 248,201 shares across the line items in the filing.

What are the vesting and expiration terms for the new awards?

RSUs vest in three equal annual installments starting one year after grant; the SARs vest in three equal installments and expire on 09/30/2035.

Were any shares sold to third parties in this filing?

No sales to third parties are reported; the disposals reflect shares withheld to satisfy tax withholding obligations on vested RSUs.

What price is shown for the withheld shares and the SARs?

Withheld RSUs reported at $148.06 per share; the Share Appreciation Right shows $164.53 as its reference price.