Marriott Vacations (NYSE: VAC) to offer $575M senior notes due 2033

Rhea-AI Filing Summary

Marriott Vacations Worldwide Corporation reported that its wholly owned subsidiary, Marriott Ownership Resorts, Inc., intends, subject to market and other conditions, to offer $575 million aggregate principal amount of senior unsecured notes due 2033. The planned notes are described in a preliminary offering memorandum dated September 4, 2025, and the disclosure is being furnished under Regulation FD rather than filed for liability purposes. The communication emphasizes that it does not constitute an offer to buy or sell any securities and that any offer would only be made by a qualifying prospectus. The company also includes extensive forward-looking statement language covering expected growth, operational efficiencies, cost savings initiatives through the end of 2026, and its full-year 2025 outlook for contract sales, results of operations, and cash flows, while highlighting numerous macroeconomic, operational, and geopolitical risks.

Insights

Credit & Capital Structure Analyst

Marriott Vacations plans a $575M senior notes offering via a subsidiary.

Marriott Vacations Worldwide discloses that Marriott Ownership Resorts, Inc., a wholly owned subsidiary, intends to offer $575 million of senior unsecured notes due 2033, subject to market and other conditions. Senior unsecured notes rank ahead of equity but behind secured debt, so this would add to the company’s long-term financial obligations without pledging specific collateral.

The communication is explicitly not an offer to sell securities and indicates that any actual sale would occur only through a prospectus meeting Securities Act requirements. The disclosure is furnished under Regulation FD, limiting its use for certain liability purposes, and coupon, pricing, and use of proceeds are not detailed in this excerpt, so the overall balance-sheet impact cannot be fully assessed here.

The company pairs this announcement with broad forward-looking language about opportunities for accelerated growth, enhanced operational efficiencies, cost savings, and its full-year 2025 outlook for contract sales, results of operations, and cash flows. It also lists numerous risk factors, including macroeconomic uncertainty, health crises, inflation, technology and AI-related risks, banking and supply chain disruptions, wildfires, and geopolitical conflicts, underscoring that actual outcomes may differ materially from current expectations.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 8-K

_________________________

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 4, 2025

_________________________

Marriott Vacations Worldwide Corporation

(Exact name of registrant as specified in its charter)

 _________________________

Delaware

001-35219

45-2598330

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

7812 Palm Parkway

Orlando,

FL

32836

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (407) 206-6000

N/A

(Former name or former address, if changed since last report)

_________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.01 Par Value			VAC			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure

On September 4, 2025, Marriott Vacations Worldwide Corporation (“MVW,” “we” or “our”) issued a press release to announce that Marriott Ownership Resorts, Inc., its wholly owned subsidiary, intends, subject to market and other conditions, to offer $575 million aggregate principal amount of senior unsecured notes due 2033 (the “Notes”) as set forth in a preliminary offering memorandum dated September 4, 2025.

The information under this Item 7.01, including Exhibit 99.1, to this Current Report on Form 8-K (this “Current Report”) is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information under this Item 7.01, including Exhibit 99.1, to this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1934, as amended.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to and does not constitute an offer to buy, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Cautionary Note Regarding Forward-Looking Statements

Certain statements included in this Current Report and information incorporated by reference herein, constitute “forward-looking statements” within the meaning of federal securities laws, including statements about opportunities for accelerated growth, enhanced operational efficiencies and cost savings, expected annualized benefits of the Company’s initiatives that the Company expects to realize by the end of 2026, full year 2025 outlook for contract sales, results of operations and cash flows and the Company’s beliefs regarding the power of its business model.

Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “plan,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” “might,” “should,” “could” or the negative of these terms or similar expressions. Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. The Company cautions you that these statements are not guarantees of future performance and are subject to numerous and evolving risks and uncertainties that we may not be able to predict or assess, such as: uncertainty in the current global macroeconomic environment created by rapid governmental policy and regulatory changes, including those affecting international trade; a future health crisis and responses to a health crisis, including possible quarantines or other government imposed travel or health-related restrictions and the effects of a health crisis, including the short and longer-term impact on consumer confidence and demand for travel and the pace of recovery following a health crisis; variations in demand for vacation ownership and exchange products and services; failure of vendors and other third parties to timely comply with their contractual obligations; worker absenteeism; price inflation; difficulties associated with implementing new or maintaining existing technology; the ability to use artificial intelligence (“AI”) technologies successfully and potential business, compliance, or reputational risks associated with the use of AI technologies; changes in privacy laws; the impact of a future banking crisis; impacts from natural or man-made disasters and wildfires, including the Maui and Los Angeles area wildfires; delinquency and default rates; global supply chain disruptions; volatility in the international and national economy and credit markets, including as a result of the ongoing conflicts between Russia and Ukraine, Israel and Gaza, Israel and Iran, and elsewhere in the world and related sanctions and other measures; our ability to attract and retain our global workforce; competitive conditions; the availability of capital to finance growth; the impact of changes in interest rates; the effects of steps we have taken and may continue to take to reduce operating costs and accelerate growth and profitability; political or social strife; and other matters referred to under the heading “Risk Factors” in our most recent Annual Report on Form 10-K, and which may be updated in our future periodic filings with the U.S. Securities and Exchange Commission, any of which could cause actual results to differ materially from those expressed or implied herein. There may be other risks and uncertainties that we cannot predict at this time or that we currently do not expect will have a material adverse effect on our financial position, results of operations or cash flows. We do not have any intention or obligation to update or revise any forward-looking statement after the date of this Current Report, whether as a result of new information, future events, or otherwise, except as required by law.

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Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are being furnished herewith: 

Exhibit Number						Description
99.1						Press release announcing Notes offering, dated September 4, 2025
101						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
104						The cover page from this Current Report on Form 8-K, formatted as Inline XBRL (included as Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			MARRIOTT VACATIONS WORLDWIDE CORPORATION
Dated: September 4, 2025			By:			/s/ Jason P. Marino
			Name:			Jason P. Marino
			Title:			Executive Vice President and Chief Financial Officer

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FAQ

What did Marriott Vacations Worldwide (VAC) announce in this 8-K?

Marriott Vacations Worldwide announced that its wholly owned subsidiary, Marriott Ownership Resorts, Inc., intends, subject to market and other conditions, to offer $575 million aggregate principal amount of senior unsecured notes due 2033.

How large is the planned senior notes offering by VACs subsidiary?

The subsidiary, Marriott Ownership Resorts, Inc., intends to offer $575 million aggregate principal amount of senior unsecured notes as described in a preliminary offering memorandum dated September 4, 2025.

When will the Marriott Vacations senior unsecured notes mature?

The senior unsecured notes that Marriott Ownership Resorts, Inc. intends to offer are stated to be due in 2033.

Does this Marriott Vacations communication constitute an offer to sell securities?

No. The company states that this communication is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell any securities. Any offer would be made only by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933 and applicable law.

Is the information about VACs notes offering filed or furnished for SEC purposes?

The company states that the information under Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.

What forward-looking topics does Marriott Vacations highlight in this disclosure?

The company includes forward-looking statements about opportunities for accelerated growth, enhanced operational efficiencies and cost savings, expected annualized benefits of initiatives by the end of 2026, and its full year 2025 outlook for contract sales, results of operations, and cash flows, along with its beliefs regarding the strength of its business model.

What key risks does Marriott Vacations cite that could affect its outlook?

The company cites risks including global macroeconomic uncertainty, health crises and related travel restrictions, variations in demand for vacation ownership products, price inflation, technology and AI-related challenges, potential banking crises, natural or man-made disasters such as the Maui and Los Angeles area wildfires, credit market volatility, and geopolitical conflicts involving Russia and Ukraine, Israel and Gaza, and Israel and Iran.