Travel & Leisure (NYSE: TNL) CAO receives RSU shares, withholds some for tax

Rhea-AI Filing Summary

Travel & Leisure Co. senior vice president and chief accounting officer Duncan Thomas Michael received 1,037 shares of common stock through the vesting of previously granted restricted stock units. To cover the related tax liability, 253 shares were withheld at $68.53 per share. After these compensation-related transactions, he directly holds 26,091 common shares.

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^*

Duncan Thomas Michael

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Chief Accounting Officer

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		1,037(1)	A	$0	26,344(2)	D
Common Stock	03/15/2026		F		253(3)	D	$68.53	26,091(2)	D
Common Stock								34,670(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:

	/s/ Jeff Zanotti as Attorney-in-Fact for Thomas M. Duncan	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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Travel & Leisure Co. (TNL) disclose about Duncan Thomas Michael’s latest equity award?

Travel & Leisure Co. reported that SVP and chief accounting officer Duncan Thomas Michael received 1,037 shares of common stock from vesting restricted stock units. These shares represent a stock-based compensation award rather than an open-market purchase, reflecting ongoing participation in the company’s long-term incentive programs.

How many Travel & Leisure Co. (TNL) shares were withheld for taxes in this Form 4?

The filing shows 253 shares of Travel & Leisure Co. common stock were withheld to pay taxes tied to the RSU vesting. The shares were valued at $68.53 each, illustrating how the company settles tax obligations through share withholding instead of requiring separate cash payments.

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

After the award and tax withholding, Duncan Thomas Michael directly owns 26,091 Travel & Leisure Co. common shares. This figure comes from the post-transaction balance reported in the Form 4 and reflects his remaining equity stake following the RSU vesting and related tax-share disposition.

Was the Travel & Leisure Co. (TNL) Form 4 transaction an open-market stock trade?

No, the Form 4 describes a compensation event, not an open-market trade. Shares were acquired through vesting of previously granted restricted stock units, and a portion was disposed of solely to cover tax liabilities, rather than reflecting discretionary buying or selling in the market.

How many restricted stock units vested for the Travel & Leisure Co. (TNL) executive?

The executive’s previously granted restricted stock units vested into 1,037 shares of Travel & Leisure Co. common stock. Footnotes explain that the common stock was acquired upon vesting of earlier RSU grants, confirming this was a scheduled equity award under the company’s compensation arrangements.

What transaction codes were used in the Travel & Leisure Co. (TNL) Form 4?

The Form 4 uses code A for the 1,037-share RSU-related acquisition and code F for the 253-share tax-withholding disposition. These codes indicate a grant or award acquisition and payment of tax liability using shares, distinguishing them from ordinary open-market purchases or sales.