[Form 4/A] Travel + Leisure Co. Amended Insider Trading Activity

Rhea-AI Filing Summary

Travel + Leisure Co. (TNL) filed an amended Form 4 for Chief Human Resources Officer Kimberly Marshall covering equity events on 03/10/2024. The sole purpose of the 4/A is to change the transaction code for 4,953 shares from “S” (sale) to “F,” clarifying that those shares were withheld to cover taxes rather than sold.

Key share movements

• 19,095 common shares acquired at $0 upon vesting of restricted stock units (RSUs) and performance share units (PSUs).
• 4,953 shares withheld at $45.24 for tax obligations (code “F”).
• Net increase: 14,142 shares.

Following the transactions, Marshall directly holds 54,657 common shares and retains 26,910 unvested RSUs.

The activity reflects routine incentive-plan vesting rather than open-market trading; therefore, it has limited immediate impact on valuation but modestly strengthens management-shareholder alignment.

Positive

• Net addition of 14,142 shares to insider’s direct holdings, modestly increasing management-stockholder alignment.
• Prompt amendment corrects misclassified transaction, indicating strong disclosure controls.

Negative

• No open-market purchase; shares came from vesting, so signal value for investors is limited.
• Tax-withholding disposal of 4,953 shares slightly offsets the gross award.

Insights

Securities Analyst

TL;DR: Routine RSU vesting; net 14k shares added, minimal valuation impact.

This 4/A simply corrects coding for tax-withholding. Because the acquisition stems from previously granted equity, there is no cash purchase signal and no dilution. Marshall’s direct stake rises to roughly 0.07% of outstanding shares, a small but positive alignment indicator. The withholding at $45.24 implies an internal tax valuation slightly below current market levels, yet offers little price insight. Overall, administrative and neutral for the investment thesis.

Corporate Governance Expert

TL;DR: Filing corrects clerical error; reinforces transparency, negligible governance risk.

Amending the code from “S” to “F” removes any perception of discretionary selling by the CHRO. Accurate reporting upholds Section 16 compliance and avoids misleading sale signals. The automatic share withholding is standard practice under Rule 16b-3 and does not constitute insider trading. Governance takeaway: disclosure controls appear effective; insider holdings remain comfortably aligned with shareholder interests.

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^*

MARSHALL KIMBERLY

(Last) (First) (Middle)

C/O TRAVEL + LEISURE CO.

6277 SEA HARBOR DRIVE

(Street)

ORLANDO FL 32821

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Travel & Leisure Co. [ TNL ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/12/2024

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	03/10/2024		A		19,095(1)	A	$0	59,610(2)	D
Common Stock	03/10/2024		F		4,953(3)	D	$45.24	54,657(2)	D
Common Stock								26,910(4)	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

Explanation of Responses:

1. Common stock acquired on vesting of previously-granted restricted stock units and performance share units.

2. Includes previously reported shares of common stock.

3. Common stock withheld as payment toward the tax liability incident to the vesting of restricted stock units and performance share units granted in accordance with Rule 16b-3 and delivery of shares in respect thereof.

4. Previously reported restricted stock units.

Remarks:

The transactions reported in this Form 4/A were previously timely reported in the reporting person's Form 4 filed on March 12, 2024 (the "Original Form 4"). This Form 4/A is being filed solely to correct the transaction code in the Original Form 4 from "S" to "F" with respect to the disposition of 4,953 shares, which were withheld as payment toward the tax liability incident to the vesting of restricted stock units and performance share units granted in accordance with Rule 16b-3 and delivery of shares in respect thereof.

	/s/ Jeff Zanotti as Attorney-in-Fact for Kimberly Marshall	07/24/2025
	** 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

Why did TNL file a Form 4/A on 07/24/2025?

To correct the transaction code for 4,953 shares from "S" (sale) to "F" (tax withholding).

How many Travel + Leisure (TNL) shares did Kimberly Marshall acquire?

She acquired 19,095 shares upon vesting of RSUs and PSUs.

How many TNL shares were disposed of in the filing?

4,953 shares were withheld at $45.24 to cover taxes; no open-market sale occurred.

What is Marshall’s current direct ownership in TNL after the transaction?

She now directly owns 54,657 common shares.

Does the filing impact Travel + Leisure's share count?

No, the RSU vesting was previously reserved; it does not materially affect total outstanding shares.