Marriott Vacations (NYSE: VAC) prices $575M 6.500% senior notes due 2033

Rhea-AI Filing Summary

Marriott Vacations Worldwide Corporation, through its wholly owned subsidiary Marriott Ownership Resorts, Inc., has priced a previously announced offering of $575 million aggregate principal amount of its 6.500% senior unsecured notes due 2033.

The company disclosed the pricing via a press release furnished as an exhibit, using a Regulation FD filing so all investors receive the information at the same time. Because the notes are senior and unsecured, they rank ahead of equity but are not backed by specific collateral.

The company also includes extensive cautionary language that many of its comments about growth, cost savings, 2025 performance outlook and business model strength are forward-looking statements and subject to numerous macroeconomic, operational, regulatory and geopolitical risks.

Insights

Corporate finance analyst

Marriott Vacations prices $575M in new 6.500% senior unsecured notes due 2033 via a Regulation FD disclosure.

Marriott Vacations Worldwide reports that its subsidiary, Marriott Ownership Resorts, Inc., has priced a previously announced offering of $575 million aggregate principal amount of 6.500% senior unsecured notes due 2033. Senior unsecured notes are debt that sits above equity in priority of payment but is not secured by specific assets, so investors rely on the issuer’s overall creditworthiness.

The disclosure is furnished under Regulation FD, with the detailed information contained in a press release attached as Exhibit 99.1. The company emphasizes that this communication does not constitute an offer or solicitation to buy or sell securities, indicating that any actual offer must be made only through a prospectus that meets Section 10 of the Securities Act.

The company also reiterates that statements about accelerated growth, operational efficiencies, expected benefits of initiatives by the end of 2026, and its full-year 2025 outlook are forward-looking and subject to many risks. These risks include macroeconomic uncertainty, health crises, natural disasters such as the Maui and Los Angeles wildfires, changes in interest rates, AI-related compliance concerns, geopolitical conflicts, and factors listed under “Risk Factors” in its most recent Form 10-K.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

0001524358falseSeptember 4, 202500015243582025-09-042025-09-04

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 (the “Issuer”), priced the previously announced offering of $575 million aggregate principal amount of the Issuer’s 6.500% senior unsecured notes due 2033 (the “Notes”).

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.

1

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are being furnished herewith: 

Exhibit Number						Description
99.1						Press release announcing the pricing of the 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

2

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., has priced a previously announced offering of $575 million aggregate principal amount of 6.500% senior unsecured notes due 2033.

What are the key terms of the new Marriott Vacations (VAC) notes?

The notes are senior unsecured obligations of Marriott Ownership Resorts, Inc., with an aggregate principal amount of $575 million and a fixed coupon of 6.500%, maturing in 2033.

Which entity is issuing the $575 million 6.500% notes for Marriott Vacations (VAC)?

The issuer of the notes is Marriott Ownership Resorts, Inc., which is described as a wholly owned subsidiary of Marriott Vacations Worldwide Corporation.

How was the Marriott Vacations (VAC) note pricing information made available to investors?

The company furnished the information under Item 7.01 Regulation FD Disclosure of a Form 8-K, with a detailed press release attached as Exhibit 99.1 describing the pricing of the notes offering.

Does this Marriott Vacations (VAC) communication constitute an offer to sell the notes?

No. The company states that this communication is for informational purposes only and explicitly says it does not constitute an offer to buy or sell securities. Any offer must be made only by a prospectus meeting Section 10 of the Securities Act.

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

The company refers to forward-looking statements about accelerated growth, 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.

What risks does Marriott Vacations (VAC) say could affect its forward-looking statements?

Risks cited include macroeconomic uncertainty, potential health crises, natural or man-made disasters including the Maui and Los Angeles wildfires, changes in interest rates, AI-related business and compliance risks, global supply chain disruptions, and geopolitical conflicts such as those involving Russia and Ukraine and Israel, among others noted in its latest Form 10-K.