[Form 4] VAIL RESORTS INC Insider Trading Activity

Rhea-AI Filing Summary

Michele Romanow, a director of Vail Resorts, reported insider transactions on 09/27/2025 related to the vesting of Restricted Share Units (RSUs). She had 1,281 RSUs vest that day and was credited with 1,281 shares (transaction code M) at a $0 price because they converted from RSUs. To satisfy tax withholding, 45 shares were withheld and disposed at a reported price of $147.74 each (transaction code F). Following these transactions the reporting person beneficially owned 8,290 shares of common stock. The RSUs were originally granted on 09/27/2024 and vest in one installment on 09/27/2025. The Form 4 was signed by an attorney-in-fact on 09/30/2025.

Insights

Financial Analyst

TL;DR: Routine director RSU vesting with standard tax-withholding; no material change to ownership stake.

The filing documents the one-time vesting of 1,281 RSUs granted on 09/27/2024 that converted to 1,281 shares on 09/27/2025. A small portion (45 shares) was disposed to cover withholding at a reported price of $147.74, leaving total beneficial ownership at 8,290 shares. This is a standard equity-compensation settlement and does not indicate open-market purchases or sales beyond tax-related withholding. No additional securities or derivative transactions were reported.

Corporate Governance Expert

TL;DR: Standard administration of director RSU vesting and withholding; governance implications are routine.

The disclosure shows the company-administered settlement of vested RSUs for a board director, with shares withheld to satisfy tax obligations. The RSU grant and single-installment vesting schedule are explicitly noted (grant 09/27/2024; vest 09/27/2025). From a governance perspective this is regular compensation vesting and transparency appears complete under Section 16 reporting rules; there are no indications of accelerated vesting, related-party transfers, or other governance concerns in the form.

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

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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^*

Romanow Michele

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/27/2025

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	09/27/2025		M		1,281	A	$0	8,335	D
Common Stock	09/27/2025		F		45(1)	D	$147.74	8,290	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	09/27/2025		M			1,281	(2)	(2)	Common Stock	1,281	$0	0	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 27, 2024, Reporting Person was granted 1,281 Restricted Share Units, which vest in one installment on September 27, 2025.

Remarks:

	/s/ Lucy Jensen, Attorney-in-Fact for Michele Romanow	09/30/2025
	** 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 transactions did Michele Romanow report on Vail Resorts (MTN) Form 4?

The Form 4 reports the vesting of 1,281 RSUs on 09/27/2025 which converted to 1,281 shares, and the withholding sale of 45 shares at $147.74 each to cover taxes.

How many Vail Resorts shares does Michele Romanow beneficially own after the reported transactions?

Following the transactions the reporting person beneficially owned 8,290 shares of Vail Resorts common stock.

When were the RSUs granted that vested for Michele Romanow?

The RSUs were granted on 09/27/2024 and vested in one installment on 09/27/2025.

Why were 45 shares disposed of in the Form 4?

The 45 shares were withheld and disposed to satisfy the reporting person’s withholding and other tax obligations related to the RSU vesting, as stated in the filing.

Who signed the Form 4 for Michele Romanow and when?

The Form 4 was signed by Lucy Jensen, Attorney-in-Fact for Michele Romanow on 09/30/2025.