---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-22-301061"
form_type: "8-K"
ticker: "VAC"
cik: "0001524358"
company_name: "MARRIOTT VACATIONS WORLDWIDE Corp"
filed_at: "2022-12-08T23:59:59+00:00"
generated_at: "2026-06-21T07:28:57.939360+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# VAC issues $575M 3.25% convertible notes due 2027, enters hedge and warrant transactions

## Summary
- Issued $575M aggregate principal amount of 3.25% Convertible Senior Notes due Dec 15, 2027; initial conversion price ~$189.65 per share.
- Entered convertible note hedge transactions costing $107.1M to reduce potential dilution upon conversion.
- Sold warrants with strike price $286.26 per share for $43.6M; combined with hedge, net cost ~$63.5M.
- Notes are senior unsecured, guaranteed by certain subsidiaries; rank equally with existing senior debt.
- Holders can convert upon certain stock price conditions or after Sep 15, 2027; company may settle in cash, stock, or combination.

## SEC filing metadata
- accession: 0001193125-22-301061
- form_type: 8-K
- ticker: VAC
- cik: 0001524358
- company_name: MARRIOTT VACATIONS WORLDWIDE Corp
- filed_at: 2022-12-08T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1524358/000119312522301061/0001193125-22-301061-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1524358/000119312522301061/d433395d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-22-301061
- JSON: https://secwatch.observer/filing/0001193125-22-301061.json
- Plain text: https://secwatch.observer/filing/0001193125-22-301061.txt

## Key facts
- Debt Financings
  MARRIOTT VACATIONS WORLDWIDE Corp incurred convertible notes of $575 million aggregate principal amount with the Initial Purchasers at 3.25% per year maturing December 15, 2027.
  - Instrument: convertible notes
  - Principal: $575 million aggregate principal amount
  - Counterparty: the Initial Purchasers
  - Rate: 3.25% per year
  - Maturity: December 15, 2027
  - Event: incurrence
  source text: On December 8, 2022, Marriott Vacations Worldwide Corporation (the “Company,” “we” or “our”) sold to certain initial purchasers (the “Initial Purchasers”), and the Initial Purchasers purchased from the Company, $575 million aggregate principal amount of the Company’s 3.25% Convertible Senior Notes due 2027 (the “Notes”), pursuant to a purchase agreement
  evidence_url: https://www.sec.gov/Archives/edgar/data/1524358/000119312522301061/0001193125-22-301061-index.htm
- Material Agreements
  MARRIOTT VACATIONS WORLDWIDE Corp entered into Purchase Agreement with certain initial purchasers valued at $575 million (effective 2022-12-08).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: certain initial purchasers
  - Value: $575 million
  - Effective: 2022-12-08
  source text: On December 8, 2022, Marriott Vacations Worldwide Corporation (the “Company,” “we” or “our”) sold to certain initial purchasers (the “Initial Purchasers”), and the Initial Purchasers purchased from the Company, $575 million aggregate principal amount of the Company’s 3.25% Convertible Senior Notes due 2027 (the “Notes”), pursuant to a purchase agreement (the “Purchase Agreement”) between the Company and the Initial Purchasers
  evidence_url: https://www.sec.gov/Archives/edgar/data/1524358/000119312522301061/0001193125-22-301061-index.htm
- Material Agreements
  MARRIOTT VACATIONS WORLDWIDE Corp entered into Indenture with The Bank of New York Mellon Trust Company, N.A. and the guarantors (effective 2022-12-08).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: The Bank of New York Mellon Trust Company, N.A. and the guarantors
  - Effective: 2022-12-08
  source text: the Company entered into an Indenture, dated as of December 8, 2022 (the “Indenture”), by and among the Company, as issuer, Marriott Ownership Resorts, Inc. and the other guarantors party thereto from time to time (collectively, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1524358/000119312522301061/0001193125-22-301061-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.