Travel & Leisure (NYSE: TNL) executive gains shares as RSUs vest, some withheld for taxes

Rhea-AI Filing Summary

Travel & Leisure Co. director and officer Michael Dean Brown received 29,044 shares of common stock as a grant tied to the vesting of previously awarded restricted stock units. To cover tax obligations from this vesting, 11,429 shares were withheld at a value of $68.53 per share, rather than sold on the open market. After these compensation-related transactions, Brown directly holds 487,303 shares of common stock, indicating a net increase in his equity stake through this RSU vesting event.

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).

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 FL 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)
03/15/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/15/2026		A		29,044(1)	A	$0	498,732(2)	D
Common Stock	03/15/2026		F		11,429(3)	D	$68.53	487,303(2)	D
Common Stock								288,134(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.

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 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	03/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Michael Dean Brown report at Travel & Leisure Co. (TNL)?

Michael Dean Brown reported receiving a grant of 29,044 shares of Travel & Leisure Co. common stock upon vesting of previously awarded restricted stock units. These shares were issued as equity compensation rather than purchased in the open market.

How many Travel & Leisure Co. (TNL) shares were withheld for taxes in this filing?

The filing shows 11,429 shares of Travel & Leisure Co. common stock were withheld to pay tax liabilities related to RSU vesting. The withholding price was $68.53 per share, reflecting a non-market tax settlement transaction.

Did Michael Dean Brown buy or sell Travel & Leisure Co. (TNL) stock on the open market?

The transactions reflect equity compensation and tax withholding, not open-market trading. Shares were granted upon RSU vesting, and a portion was withheld to satisfy tax obligations, so there was no discretionary market purchase or sale.

What is Michael Dean Brown’s Travel & Leisure Co. (TNL) share ownership after these transactions?

Following the RSU vesting and related tax withholding, Michael Dean Brown directly holds 487,303 shares of Travel & Leisure Co. common stock. This position reflects a net increase in his equity stake compared with the pre-vesting level.

What does the Form 4 reveal about restricted stock units at Travel & Leisure Co. (TNL)?

The filing shows that restricted stock units vested into 29,044 common shares for Michael Dean Brown. Footnotes clarify these were previously reported RSUs and that some resulting shares were withheld to cover associated tax liabilities.

Was the tax withholding in the Travel & Leisure Co. (TNL) filing treated as a sale?

The disposition of 11,429 shares is coded as tax withholding under transaction code F. This represents shares delivered to cover tax liabilities on RSU vesting, rather than a voluntary open-market sale by the insider.