What does the 69,032-share acquisition on the TNL Form 4 represent?

The 69,032-share acquisition represents common stock issued at no cost upon vesting of previously granted restricted stock units and performance share units. This is equity compensation converting into actual shares, rather than an open-market purchase of Travel & Leisure Co. stock by the insider.

Travel & Leisure (NYSE: TNL) insider reports stock grant and tax-withheld shares

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Travel & Leisure Co. director and officer Michael Dean Brown reported compensation-related stock movements. He acquired 69,032 shares of common stock on March 10, 2026 at $0 per share from the vesting of previously granted restricted stock units and performance share units. On the same date, 27,165 shares of common stock were disposed of back to the issuer at $71.12 per share to cover tax liabilities associated with this vesting. After these transactions, Brown directly owned 469,688 shares of common stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Brown Michael Dean

Role See Remarks

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	69,032	$0.00	--
Disposition	Common Stock	27,165	$71.12	$1.93M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 496,853 shares (Direct)

Footnotes (1)

Common stock acquired on vesting of previously-granted restricted stock units and performance share units. Previously reported shares of common stock. 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. Previously reported restricted stock units.

Form 4 Insider Transactions: What Each Field Means →

03/12/2026 - 08:51 PM

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Brown Michael Dean

(Last)

(First)

(Middle)

C/O TRAVEL + LEISURE CO.

501 WEST CHURCH STREET

(Street)

ORLANDO

32805

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/10/2026		A		69,032⁽¹⁾	A	$0	496,853⁽²⁾	D
Common Stock	03/10/2026		D		27,165⁽³⁾	D	$71.12	469,688⁽²⁾	D
Common Stock								187,458⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

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

2. 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:

President & CEO

	/s/ Jeff Zanotti as Attorney-in-Fact for Michael Dean Brown	03/12/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did TNL director Michael Dean Brown report?

Michael Dean Brown reported a grant of 69,032 Travel & Leisure Co. (TNL) common shares and a related disposition of 27,165 shares back to the company. These movements are tied to equity compensation vesting and associated tax withholding, not open-market buying or selling.

Was the Travel & Leisure Co. (TNL) Form 4 an open-market stock purchase or sale?

No, the Form 4 shows compensation-related transactions, not open-market trades. Brown received 69,032 shares from vesting of restricted and performance units, and 27,165 shares were returned to the issuer to satisfy tax obligations tied to that vesting.

How many Travel & Leisure Co. (TNL) shares does Michael Dean Brown hold after the Form 4 transactions?

Following the reported March 10, 2026 transactions, Michael Dean Brown directly owned 469,688 shares of Travel & Leisure Co. common stock. This figure reflects his position after both the vesting-related share acquisition and the shares returned to the issuer for tax withholding.

Why were 27,165 TNL shares disposed of to the issuer in this Form 4?

The 27,165-share disposition reflects shares withheld and returned to Travel & Leisure Co. to pay taxes due on vesting of restricted and performance share units. This tax-withholding mechanism is treated as a disposition to the issuer, not a market sale by the insider.