[144] Travel + Leisure Co. SEC Filing

Rhea-AI Filing Summary

Bausch + Lomb (BLCO) filed a Form 4 on 23-Jul-25 for CEO & Chairman Brent L. Saunders, recording an internal amendment to his February 23 2023 “New-Hire” performance-stock-unit (PSU) grant.

• Additional 150,000 PSUs were credited, lifting the minimum shares eligible to vest to 900,000, a 20 % increase over the originally reported 750,000.
• Vesting terms: PSUs can settle at 120-330 % of target on 23-Feb-29, subject to (i) specified share-price hurdles and (ii) a cumulative Adjusted EBITDA modifier, plus continued employment.
• Cost basis: $0; no cash outlay or open-market activity occurred.
• Post-transaction holdings: Saunders now directly holds 900,000 derivative securities linked to common shares.

The filing signals tighter alignment between executive pay and long-term performance but involves modest potential dilution relative to BLCO’s share count. No immediate earnings, cash-flow, or guidance implications are disclosed.

Positive

• Performance-based equity ties CEO compensation to share-price and EBITDA thresholds, reinforcing shareholder alignment.
• Vesting occurs in 2029, providing a long-term strategic horizon rather than short-term incentives.

Negative

• Amendment adds 150,000 additional PSUs, incrementally increasing future dilution potential.
• Extended vesting window means investors wait four years before knowing actual share issuance, adding uncertainty.

Insights

Corporate Governance Analyst

TL;DR: Internal PSU amendment adds 150k shares, tightening pay-for-performance; limited near-term impact.

The board increased the CEO’s minimum vesting pool to 900k shares while tying payout to aggressive share-price and EBITDA goals through 2029. This enhances incentive alignment yet defers any share issuance for four years, muting immediate dilution. Because no cash changed hands and targets remain performance-based, the amendment is governance-friendly but financially neutral in the short run.

Equity Compensation Specialist

TL;DR: 20 % bump in PSUs raises upside leverage, but vesting hurdles temper dilution risk.

The extra 150k PSUs elevate potential CEO ownership and could motivate value creation. However, requiring ≥120 % of target plus EBITDA hurdles limits payout unless the stock appreciates materially. Investors should monitor share-price triggers and 2029 EBITDA trajectory; until then, accounting expense will be spread over the service period with negligible cash impact.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Merrill Lynch 194 Wood Ave S iselin NJ 08830	23337	1400220.00	64920377	07/23/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	02/27/2018	Restricted Stock Vesting	Issuer			306	07/23/2025	cash
common stock	03/01/2018	Restricted Stock Vesting	issuer			926	07/23/2025	Cash
Common Stock	06/19/2018	Restricted Stock vesting	issuer			1580	07/23/2025	cash
common stock	11/30/2018	Restricted Stock Vesting	issuer			8404	07/23/2025	cash
Common Stock	06/01/2019	Restricted Stock Vesting	issuer			5823	07/23/2025	cash
Common Stock	07/01/2019	Restricted Stock Vesting	issuer			1472	07/23/2025	cash
Common Stock	03/07/2020	Restricted Stock Vesting	Issuer			4261	07/23/2025	cash
Common Stock	04/03/2020	restricted stock vesting	issuer			565	07/23/2025	cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Jeffery Myers 6277 Sea Harbor Dr Orlando FL 32821	Common Stock	07/10/2025	13922	806779.00
Jeffery Myers 6277 Sea Harbor Dr Orlando FL 32821	Common Stock	07/08/2025	6863	390847.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What did BLCO disclose in this Form 4?

CEO Brent Saunders received an amended PSU grant adding 150,000 units, lifting his minimum vesting shares to 900,000.

When can the new PSUs vest?

All PSUs, including the additional 150k, may vest on 23-Feb-2029 if share-price and cumulative Adjusted EBITDA goals are met.

Is there any cash cost to BLCO from this amendment?

No. The PSUs were issued at $0 cost; any expense is non-cash accounting for stock-based compensation.

How much could the CEO ultimately receive?

Depending on performance, the award can vest at 120-330 % of target, implying up to roughly 2.48 million shares.

Does the filing affect BLCO’s near-term earnings?

Immediate earnings impact is minimal; stock-based comp expense is spread over the vesting period and non-cash in nature.