MTN 10-K & 10-Q changes, risk factors and insider trading

We are subject to the risk of prolonged weakness in general economicmarket and macroeconomic conditions including adverse effects on the overall travel and leisure related industries.

Skiing, travel and tourism are discretionary recreational activities that can entail a relatively high cost of participation and may be adversely affected by economic slowdown or recession. EconomicMarket and macroeconomic conditions in North America, Europe and parts of the rest of the world, including inflationary pressures, elevated interest rates, supply chain disruption, tariff and trade disputes, fluctuating commodity pricing, geopolitical conflicts and uncertainties, increased labor costs and shortages, increased fuel prices, high unemployment, erosion of consumer confidence, health pandemics, sovereign debt issues and financial instability in the global markets, among other factors, could have negative effects on the travel and leisure industry and on our results of operations. As a result of these and other economic uncertainties, we have experienced and may continue to experience changes in booking trends including guest reservations made much closer to the actual date of stay, a decrease in the length of stay, a decrease in consumer spending and/or a decrease in group bookings. We cannot predict what further impact these uncertainties may continue to have on overall travel and leisure or more specifically, on our guest visitation, guest spending or other related trends and the ultimate impact it will have on our results of operations. Additionally, the actual or perceived fear of weakness in the economy could also lead to decreased spending by our guests. This could be further exacerbated by the fact that we charge some of the highest prices for single day lift tickets and ancillary services in the ski industry; however, we offer pass products, including the Epic Day Pass, which are available at a discount to the single day lift ticket prices. In the event of a decrease in visitation and overall guest spending we may decide we need to offer a higher amount of discounts and incentives than we have historically, which would adversely impact our operating results. Our Resorts also serve as a destination for international guests. To the extent there are material changes in exchange rates relative to the U.S. dollar or travel restrictions in place due to inflation, geopolitical conflicts or uncertainties, health pandemics or other factors, it could impact the volume of international visitation, which could have a significant impact on our operating results.

Inflation increases the cost of goods we purchase and services we buy, the cost of capital projects and wages and benefits for our workforce. Although we may take measures to mitigate the impact of inflation through pricing actions or cost reduction measures, if we are not able to offset inflationary costs, our results of operations will be negatively impacted and possibly in a material manner. As a result, the impact of high and prolonged inflation could have a material adverse effect on our business, financial condition,condition or results of operations. Inflationary pressures also increase the cost of living and cost of travel, which decreases consumers’ disposable income and could impact our guests’ discretionary spending habits or willingness to visit our Resorts, which could reduce customer demand for the products and services that we offer and negatively impact our financial condition or our results of operations. In addition, the existence of inflation in certain economies has resulted in, and may continue to result in, elevated interest rates. For example, while the U.S. Federal Reserve cut the federal funds rate three times in 20242025 by a total of 10075 basis points, the U.S. Federal Reserve heldraised rates steadyby a total of 25 basis point following their JanuarySeptember 20252026 meeting. As a result, it remains to be seen whether interest rates will stabilize, increase or decrease, either globally or in the United States specifically. Our business could be adversely impacted by increases in the cost of borrowing from elevated interest rates. Elevated interest rates increase the borrowing costs on new debt, including debt we may refinance, as well as any existing variable rate indebtedness, and could affect the fair value of our investments.

There can be no assurance that our Resorts will receive seasonal snowfalls near their historical averages. An example of weather variability was observed throughout the 20232025/20242026 North American ski season, where significantrecord weather-relatedlow challenges disrupted operating dayssnowfall and impactedhistorically demand,warm includingtemperatures lower snowfall foracross the fullwestern winterU.S. season comparedled to thedecreased priorskier yearvisitation periodand acrossearlier resort closures, which particularly impacted our westernresorts Northin Americanthe resortsRockies and limitedTahoe natural snow and variable temperatures at our Eastern U.S. resorts (comprising the Midwest, Mid-Atlantic, and Northeast).regions. Past ski season snowfall levels or consistency of snow conditions can impact sales of pass products or other advanced bookings. Additionally, the early season snow conditions and skier perceptions of early season snow conditions can influence the momentum and success of the overall ski season. Unfavorable weather conditions can adversely affect our Resorts and lodging properties as guests tend to delay or postpone vacations if conditions differ from those that are typical at such Resorts for a given season. Although we have created geographic diversification to help mitigate the impact of weather variability, there is no way for us to predict future weather patterns or the impact that weather patterns may have on our results of operations or visitation.

The estimated amount of refunds reducereduces the amount of pass product revenue recognized by the Company. To estimate the amount of refunds under Epic Coverage, the Company considers historical claims data for personal events and the Company’s operating plans for its Resorts. The Company believes the estimates of refunds are reasonable; however, the program is subject to a number of variables and uncertainties, and therefore actual results could vary materially from such estimates, and the Company could be required to refund significantly higher amounts than estimated.

Epic Coverage has also resulted in customer complaints and negative perception by customers who believe they are entitled to a refund for events that do not qualify under the express terms and conditions of the program. Any complaints posted by customers on social media platforms, even if inaccurate, may harm our reputation,reputation and may divert management’s time and attention away from other business matters.

Our business is sensitive to the willingness of our guests to travel. Adverse economic conditions, pandemics, acts of terrorism, political events and developments in military and geopolitical conflicts in areas of the world from which we draw our guests could depress the public’s propensity to travel and cause severe disruptions in both domestic and international air travel and consumer discretionary spending, which could reduce the number of visitors to our Resorts and have an adverse effect on our results of operations. Many of our guests travel by air and the impact of higher prices for commercial airline services, availability of air services and willingness of guests to travel by air could cause a decrease in visitation by Destination guests to our Resorts. Visitation may also decrease if widespread airline or airport disruptions or flight cancellations occur. A significant portion of our guests also travel by vehiclevehicle, andtherefore, higher gasoline prices or willingness of guests to travel generally due to safety or traffic concerns could cause a decrease in visitation by guests who would typically drive to our Resorts. Higher cost of travel may also affect the amount that guests are willing to spend at our Resorts and could negatively impact our revenue particularly for lodging, ski school, dining and retail/rental. In addition, economic volatility and uncertainty, supply chain disruptions, increased fuel prices and increases to cost of travel (as a result of geopolitical factors or otherwise) may adversely affect our business and results of operations.

Pandemics and public health emergencies, such as the COVID-19 pandemic,emergencies may impact our results of operations, cash flows and financial condition in ways that are uncertain, unpredictable and outside of our control. The extent of the impact of such an event depends on the severity and duration of the public health emergency or pandemic, as well as the nature and duration of federal, state and local laws, orders, rules, emergency temporary standards, regulations and mandates, together with protocols and contractual requirements implemented by our customers, that may be enacted or newly enforced in response. Additionally, our ability to provide our services during such an event may be dependent on the governmental or societal responses to these circumstances in the markets in which we operate. A pandemic or public health emergency is likely to heighten and exacerbate the risks described herein. We experienced many of these risks in connection with the COVID-19 pandemic. Any resurgence of infection rates or the spread of new variants or viruses could adversely affect our revenue, results of operations and cash flows.

Our business relies on the continuous operation of information technology systems and services. Despite our efforts, our information networks and systems are vulnerable to service interruptions or to security breaches from inadvertent or intentional actions by our employees or vendors, natural disasters, system or equipment malfunctions, power outages, computer viruses or intentional attacks by malicious third parties, which could persist undetected for an extended period of time. Any interruption to these systems and services could adversely impact our business, including lost revenue, customer claims, damage to reputation, litigation,litigation and/or denial or interruption to our processing of transactions and/or the services we provide to customers. We also provide information to third party service providers and rely on third party service providers for the provision of information technology services. There is a risk that the information held by third parties could be disclosed, otherwise compromised, or disrupted. We carry insurance for many of these adverse events, including cyber security insurance, but our insurance coverage may not always be sufficient to meet all of our liabilities or our losses.

There has been a rise in the number of sophisticated cyberattacks on network and information systems, including ransomware attacks that prevent the target from accessing its own data and/or systems until a ransom is paid. The rapid evolution and increased adoption of artificial intelligenceAI technologies have also intensified cybersecurity risks. As a result, the risks associated with such an event continue to increase. We have experienced cybersecurity threats and incidents, none of which have been material. We have taken, and continue to take, steps to address these concerns by implementing various cybersecurity risk management strategies, initiatives,initiatives and internal controls, with the goal of enhancing cybersecurity. However, there can be no assurance that our internal controls or cybersecurity risk management practices will be effective, and that a system interruption, security breach or unauthorized access will not occur. Cyber threats and attacks are constantly evolving and becoming more sophisticated, which increases the difficulty and cost of detecting and defending against them. In addition, despite our efforts to proactively institute cybersecurity defense mechanisms, such as regular cybersecurity tabletop exercises, control gap analyses, threat modeling, impact analyses, internal and external cybersecurity audits, vulnerability scans, penetration tests, third party analyses,analyses and other cybersecurity threat defense strategies, such strategies may ultimately prove ineffective, as they are, by their nature, largely reactive, and cybersecurity threats are constantly evolving as threat actors become more sophisticated. For additional information regarding our cybersecurity processes, policies and programs, refer to Item 1C. “Cybersecurity.” Cyber threats and attacks can have cascading impacts across networks, systems and operations. Any such interruption, breach or unauthorized access to our network or systems, or the networks or systems of our vendors, could adversely affect our business operations and result in the loss of critical or sensitive confidential information or intellectual property, as well as impact our ability to meet regulatory or compliance obligations, and could result in financial, legal, business and reputational harm to us. These events also could result in large expenditures to repair or replace the damaged properties, products, services, networks or information systems to protect them from similar events in the future.

Our business relies on the use of large volumes of data. We collect and retain guest data, including sensitive personal information, for various business purposes, such as processing transactions, marketing and other promotional purposes. While we handle payment information to complete transactions, we do not store credit card numbers, ensuring sensitive data remains secure through our payment processors. We also maintain personal information about our employees. We could make faulty decisions if data is inaccurate or incomplete. Maintaining the integrity and security of data can be costly and is critical to our business, and our guests and employees have a high expectation that we will adequately protect their personal information. A significant theft, loss, loss of access to, or fraudulent use of customer, employee,employee or company data held by us or our service providersproviders, including through the use of AI technologies, could adversely impact our reputation, and could result in significant remedial and other expenses, fines,fines and/or litigation.

The ski resort and lodging industries are highly competitive. There are approximately 780770 ski areas in North America, including approximately 490 in the U.S. that serve local and destination guests,guests. and theseThese ski areas can be more or less impacted by weather conditions based on their location and snowmaking capabilities. The factors that we believe are important to customers include:

There are many competing options for our guests, including other major resorts in Colorado, Utah, California, Nevada, the Pacific Northwest, Northeast and Southwest United States, and British Columbia, Canada, Australia, Switzerland,Switzerland and other major destination ski areas worldwide. Our guests can choose from any of these alternatives, as well as non-skiing vacation options and destinations around the world. In addition, other forms of leisure such as sporting events and participation in other competing indoor and outdoor recreational activities are available to potential guests.

We may not be able to fund resort capital expenditures, accurately identify the need for, or anticipate the timing of certain capital expenditures, which may adversely impact our business.

We regularly expend capital to construct, maintain and renovate our mountain Resorts and properties in order to remain competitive, maintain the value and brand standards of our mountain Resorts and properties and comply with applicable laws and regulations. We cannot always predict where and when capital will need to be expended in a given fiscal year and capital expenditures can increase due to circumstances beyond our control, including due to the impact of tariff and trade disputes. We currently anticipate that we will spend approximately $198$229.0 million to $203$234.0 million on capital projects in calendar year 2025.2026.

•legislative and regulatory matters affecting our operations and business;business.

The Forest Service can terminate these permits if it determines that such termination is required in the public interest. A termination of any of our permits could have a materially adverse effect on our business and operations. In order to undertake improvements and new development,developments, we must apply for and obtain permits and other approvals from the Forest Service. These efforts, if unsuccessful, could impact some of our expansion efforts. Furthermore, Congress may materially increase the fees we pay to the Forest Service for use of these National Forest System lands.

Stowe and Okemo are partially located on land we lease from the State of Vermont, Mount Sunapee is located on land we lease from the State of New Hampshire and Laurel Mountain is located on land we lease from the State of Pennsylvania. We are required to seek approval from such states for certain developments and improvements made to these resorts. Certain other resorts are operated on land under long-term leases with third parties. For example, operations at our Northstar, Park City, Mad River Mountain Resorts and Paoli Peaks are conducted pursuant to long-term leases with third parties who require us to operate the Resorts in accordance with the terms of the leases and seek certain approvals from the respective landlords for certain improvements made to the Resorts. The initial lease term for Northstar with affiliates of EPR Properties expires in January 2027 and allowsthe forlease provided three 10-year renewal options. During the year ended July 31, 2026, we exercised the first 10-year renewal option, extending the term of the lease through January 2037. We entered into a transaction agreement, master lease agreement and ancillary transaction documents with affiliate companies of Talisker Corporation (“Talisker”), and the initial lease term for our Park City resort with Talisker expires in May 2063. Following the initial lease term expiration, we have six 50-year renewal options. Additionally, GTLC and Flagg Ranch are operated under concession agreements with the NPS that expire on December 31, 20252026 and October 31, 2028, respectively. The NPS has released a contract solicitation for the services offered by GTLC,GTLC andon weSeptember intend16, to2025. We timely submitsubmitted a bid on behalf of theGTLC Company.and were notified on June 8, 2026, that we had been selected to continue as concessioner. We currently expect thatto ourexecute existinga agreementnew willcontract bewith extendedthe forNPS anby additionalDecember one31, year2026, with a 15-year term of January 1, 2027 through December 31, 2026 due to the time needed for solicitation, preparation, review and award of a new contract. We expect the NPS to confirm this extension in the fall of 2025.2041. There is no guarantee that at the end of the lease, license, concession or other agreement under which we operate our Resorts, the agreement will be renewed, if desired, or that we will be able to negotiate new terms that are favorable to us. Additionally, our Resorts that operate entirely or partially on privately-owned land are subject to local land use regulation and oversight by state, county and/or town governments, and we may not be able to obtain the requisite approvals needed for resort improvements or expansions. Failure to comply with the provisions, obligations and terms (including renewal requirements and deadlines) of our material permits and leases could adversely impact our operating results.

Our international Resort operations require permits and approvals from certain foreign authorities, including, but not limited to, the (i) Province of British Columbia; (ii) the New South Wales and Victoria, Australia governments; and (iii) the DDPS, the municipalities of Tujetsch, Crans-Montana, and Lens, regional civic communities, such as Bourgeoisie de Montana and Consortage de l’Alpage de Mer-dechon, and the FOT in Switzerland. Our operations at Whistler Blackcomb are located on Crown Land within the traditional territory of the Squamish and Lil’wat Nations, and the operations and future development of both Whistler Mountain and Blackcomb Mountain are governed by Master Development Agreements, which expire on February 23, 2077. We have a lease and a license for Perisher within the KosciuskoKosciuszko National Park which expires in June 2048, with an option to renew for an additional period of 20 years. Perisher relies on a suite of planning approvals (and existing use rights) granted under the Australian EPA Act to operate the resort. Strategic planning documents have been adopted to provide a framework for the assessment and approval of future development at the resort. Perisher also holds a number of environmental approvals to regulate its operations, including an environment protection license and a suite of dangerous goods licenses related to the storage of diesel, heating oil and propane in storage tanks across the resort. Each of Falls Creek and a majority of Hotham is located in the Alpine National Park in Victoria, Australia that is permanently reserved under the Crown Land Act and subject to the ARM Act. The ARM Act established the Falls Creek RMB and the Hotham RMB, which isare responsible for the management and collection of fees from Falls Creek and Hotham, respectively, and the ARM Regulations give each of the Falls Creek RMB and the Hotham RMB certain discretion over the operations of Falls Creek and Hotham, respectively, including the authority to (i) declare the snow season, (ii) temporarily close the applicable resort if entry would be a significant danger to public safety and (iii) determine which portions of the applicable resort are open to the public and the activities that are permitted on those portions of such resort. Portions of our operations at Andermatt-Sedrun are located on land owned by (i) the DDPS and subject to two leasehold agreements with ASA, each with a term of 50 years expiring on April 10, 2067 and March 13, 2068; and (ii) the municipality of Tujetsch by means of a personal easement agreement which expires on October 12, 2032 with an option to apply for renewal. We also hold a passenger transport concessions from the FOT, for a total of 12 cableway installations by means of a plan approval dated May 3, 2014. Each passenger transport concession has a separate expiration date between 20262027 and 2042,2065, and we will then be able to apply for an extension or new concession. Portions of our operations at Crans-Montana are located on land owned by regional Bourgeoisies, the municipality of Crans-Montana and private property owners, whereby the owners have granted building rights and/or easements for the operations. Such leasehold property rights expire between 2027 and 2094, and we will then be able to negotiate for an extension. These leasehold properties primarily relate to forest and agricultural zones for which usage is needed for the operation of the ski lifts (e.g.e.g., passing through of ski lifts or in connection with the arrival or departure stations of the ski lifts) and are spread over the entire ski resort. We also hold passenger transport concessions from the FOT, for a total of 20 cableway installations. Each passenger transport concession has a separate expiration date between 2032 and 2047, and we will then be able to apply for an extension or new concession. There is no guarantee that at the end of the initial lease/license or agreements under which we operate our Resorts we will renew or, if desired, be able to negotiate new terms that are favorable to us. Failure to comply with the provisions, obligations and terms (including renewal requirements and deadlines) of our material permits and leases could adversely impact our operating results.

Changes in information security and privacy laws and regulations could increase our operating costs, increase our exposure to fines and litigation, and adversely affect our ability to market our products, properties and services effectively.

The information,information security and privacy requirements imposed by applicable laws and governmental regulation and the payment card industry are increasingly demanding in the U.S. and other jurisdictions where we operate. Maintaining compliance with applicable information security and privacy regulationsregulations, particularly in light of ongoing enhancements to the My Epic App and growing usage of AI technologies, may increase our operating costs or our exposure to potential fines and litigation in connection with the enforcement of such regulations, particularly in light of the launch of the My Epic App, or otherwise impact our ability to market our products, properties and services to our guests. In addition, any failure to maintain compliance with such regulations may cause us to incur significant penalties and generate negative publicity, require us to change our business practices, increase our costs and adversely affect our business. Any future changes or restrictions in U.S. or international privacy laws could also adversely affect our operations, including our ability to transfer guest data. Changes in U.S. or international law affecting the usage of AI technologies, marketing, solicitation or privacy, could adversely affect our marketing activities and force changes in our marketing strategy or increase the costs of marketing. If access to lists of potential customers from travel service providers or other companies with whom we have relationships was prohibited or otherwise restricted, our ability to develop new customers and introduce them to our products could be impaired.

We rely on information technology to operate our businesses and maintain our competitiveness, and any failure to adapt to technological developments or industry trendstrends, including the usage of AI technologies, could harm our business or competitive position.

We depend on the use of sophisticated information technology and systems for central reservations, point of sale, marketing, customer relationship management and communication, procurement, maintaining the privacy of guest and employee data, administration and technologies we make available to our guests. We must continuouslycontinue to improve and upgrade our systems and infrastructure to offer enhanced products, services, features and functionality, some of which may be supported or provided by AI technologies or third parties, while maintaining the reliability and integrity of our systems, information security, network security and infrastructure. Particularly in light of the launch of the My Epic App, weWe may not be able to maintain our existing systems or replace or introduce new technologiestechnologies, including AI technologies, and systems as quickly as we would like or in a cost-effective manner, which may keep us from achieving the desired results in a timely manner, to the extent anticipated, or at all. In addition, our competitors may incorporate AI into their products, services and operations more rapidly or more successfully than we do. Also, we may be unable to effectively manage emerging risks associated with the incorporation of new technologies, such as AI technologies and systems, or devote adequate financial resources to new technologies and systems in the future. If any of these events occur, our business and financial performance could suffer.

Our long-term growth and profitability depend partially on our ability to recruit and retain high-quality employees to work in and manage our Resorts. Adequate staffing and retention of qualified employees is a critical factor affecting our guests’ experiences in our Resorts. In addition, ourOur mountain and lodging operations are highly dependent on a large seasonal workforce.workforce Maintainingand maintaining adequate staffing is complicated and unpredictable. The market for the most qualified talent continues to be highly competitive and we must provide competitive wages, benefits and workplace conditions to attract and retain the most qualified employees, particularly during a time when we have seen significant wage inflation in the market for employees. In addition, in many communities, the supply of resort-area housing is constrained due to market conditions, making it difficult for our employees to obtain available, affordable housing. Further, zoning regulations, protracted approval processes and local anti-development sentiment can prevent or substantially delay new housing projects that we or other parties may pursue to meet the demand for new affordable housing stock.

Changes in immigration laws, including changes to the manner in which the laws and regulations are interpreted or enforced, could also impact our workforce because we typically recruit and hire foreign nationals as part of our seasonal workforce. A shortage of international workers, failure to adequately recruit and retain new domestic employees, higher than expected attrition levels, or increased wages could all could affect our ability to open and operate parts of our Resorts, deliver guest service at traditional margins or achieve our labor cost objectives.

We are also subject to various federal, state and foreign laws governing matters such as minimum wage requirements, sick leave pay, overtime compensation and other working conditions, work authorization requirements, discrimination and family and medical leave. Cost of labor and labor-related benefits are primary components in the cost of our operations. Labor shortages, affordable employee housing shortages, increased employee turnover and health care mandates can increase our labor costs. We are subject to mandated minimum wage rates and we also experience market-driven pressures to pay wages even higher than mandated minimum wages. This can result in increases not only to the wages of our minimum wage employees but also to the wages paid to employees at wage rates that are above the minimum wage. During Fiscal 2023, we increased our minimum wage for North American employees to $20 per hour and announced a substantial investment in our human resource department to support more normalized staffing and operations at our Resorts.

The considerable expansion in the use of social media and AI technologies over recent years has compounded the impact of negative publicity. Information posted on social media platforms ator anyinformation timecreated by AI technologies may be adverse to our interests or may be inaccurate, each of which may harm our reputation or business. If the reputation or perceived quality of our brands declines, our market share, reputation, business, financial condition or results of operations could be adversely impacted. Additionally, our intellectual property, including our trademarks, domain names and other proprietary rights, constitutes a significant part of our value. Any misappropriation, infringement or violation of our intellectual property rights could also diminish the value of our brands and their market acceptance, competitive advantages or goodwill, which could adversely affect our business.

In addition, the quality and reputation of our brands isare dependent on our marketing strategies and execution. The continuously changing marketing environment, guest behavior and advertising technologies require that we regularly reassess and adapt our communication approaches and marketing techniques. If we fail to adequately keep pace with these changes, fail to manage and monitor our use of AI technologies in our marketing processes appropriately or if we fail to effectively execute our marketing strategies, we may be unable to maintain strong brand awareness and reputation, which may ultimately impact our results of operations.

Increased scrutiny and changing expectations from investors, consumers, employees, regulators,regulators and others regarding our sustainability practices and reporting could cause us to incur additional costs, devote additional resources and expose us to additional risks, which could adversely impact our reputation, guest attraction, access to capital and employee recruitment and retention.

•the evolving regulatory requirements in the jurisdictions where we do business affecting sustainability practices;

•the availability of suppliers that can meet sustainability, and other corporate responsibility standards that we may set; and

If we fail, or are perceived to be failing, to meet the standards included in any sustainability disclosure, or fail to achieve our sustainability targets or complete previously announced sustainability initiatives, or otherwise fail to meet the expectations of our various stakeholders, whose expectations are evolving, varied and oftentimes conflicting, it could negatively impact our reputation, customer attraction and retention, access to capital,capital and employee retention. In addition, new sustainability rules and regulations have been adopted and may continue to be introduced.introduced that may conflict with each other, making universal compliance challenging. Our failure to comply with any applicable rules or regulations could lead to penalties and adversely impact our reputation, customer attraction and retention, access to capital,capital and employee retention.

In recent years, we have completed numerous acquisitions and may continue to acquire certain mountain resorts, hotel properties and other businesses complementary to our own, as well as developable land in proximity to our Resorts. Acquisitions are complex to evaluate, execute and integrate. We cannot ensure that we will be able to accurately evaluate or successfully integrate and manage acquired mountain resorts, properties and businesses and increase our profits from these operations. We continually evaluate potential acquisitions both domestically and internationallyinternationally, and intend to actively pursue acquisition opportunities, some of which could be significant. As a result, we face various risks from acquisitions, including our recent acquisitions of the Seven Springs Resorts, Andermatt-Sedrun and Crans-Montana, some of which include:

•additional risks with respect to current and potential international operations, including by unique laws, regulations and business practices of foreign jurisdictions; and

•adverse market conditions caused by terrorism, geopolitical events, civil unrest, natural disasters, infectious disease and changes in international, national or local governmental or economic conditions;

•business disruptions arising from public health crises and outbreaks of communicable diseases, including the recent coronavirus outbreakdiseases;

•our limited experience and expertise in foreign countries, particularly European countries, relative to our experience and expertise in the United States;States.

We are exposed to currency translation risk because the local currencycurrencies utilized in the operations of Whistler Blackcomb, Perisher, Hotham, Falls Creek, Andermatt-Sedrun and Crans-Montana are different than our functional currency, the U.S. dollar. As a result, changes in foreign exchange rates, in particular between the Canadian dollar, Australian dollar, Swiss franc and the U.S. dollar, affect the amounts we record for our foreign assets, liabilities, revenues and expenses, and could have a negative effect on our financial results. We currently do not enter into hedging arrangements to minimize the impact of foreign currency fluctuations. We expect that our exposure to foreign currency exchange rate fluctuations will increase as our international operations grow and if we acquire additional international resorts.

We have generally paid quarterly dividends since fiscalFiscal 2011 (with the exception of several quarters in Fiscal 2020 and Fiscal 2021 to maintain short-term liquidity in response to the COVID-19 pandemic), which are funded through cash flow from operations, available cash on hand and borrowings under our Credit Facilities. The declaration of dividends is subject to the discretion of our Board of Directors (the “Board”), and is limited by applicable state law concepts of available funds for distribution, as well as contractual restrictions. As a result, the amount, if any, of the dividends to be paid in the future will depend upon a number of factors, including our available cash on hand, anticipated cash needs, overall financial condition, restrictions contained in our NinthTenth Amended and Restated Credit Agreement (the “Vail Holdings Credit Agreement”), any future contractual restrictions, future prospects for earnings and cash flows, as well as other factors considered relevant by our Board. In addition, our Board may also suspend the payment of dividends at any time if it deems such action to be in the best interests of the Company and its stockholders. If we do not pay dividends, the price of our common stock must appreciate for investors to realize a gain on their investment in Vail Resorts, Inc. This appreciation may not occur and our stock may in factinstead depreciate in value. On September 26,24, 2025,2026, our Board approved a cash dividend of $2.22 per share payable on October 27, 20252026 to stockholders of record as of October 9,8, 2025.2026.

We have a substantial amount of debt, which requires significant interest and principal payments. As of July 31, 2025,2026, we had $3.2 billion in total indebtedness outstanding. This amount includes (i) $910.5$1,243.1 million of indebtedness pursuant to the term loan facility under the Vail Holdings Credit Agreement that matures in 2029,2030, (ii) $180.0 million of borrowings under the revolver portion of the Vail Holdings Credit Agreement, (iii) $600.0 million aggregate principal amount of our unsecured senior notes due 2032 (the “6.50% Notes”), (iii) $525.0 million in aggregate principal amount of 0.0% convertible notes due 2026 (the “0.0% Convertible Notes”), (iv) $500$500.0 million in aggregate principal amount of our unsecured senior notes due 2030 (the “5.625% Notes”), and (v) $374.9$380.5 million with respect to our obligation associated with the Canyons long-term lease, (vi) $114.2 million with respect to the EPR Secured Notes under the master credit and security agreements and other related agreements with EPT Ski Properties, Inc. and its affiliates (“EPR”), as amended (collectively, the “EPR Agreements”), (vii) $52.6 million with respect to our obligations associated with outstanding debt of certain employee housing entities, (viii) $37.1$34.0 million with respect to the New Regional Policy loan between Andermatt-Sedrun and the Canton of Uri and Canton of Graubünden (the “NRP Loan”), (ix) $22.4 million with respect to our obligation associated with the Canyons Parking Garage long-term lease at Park City, and (xix) $27.4$26.6 million with respect to our obligations associated with Whistler Blackcomb employee housing leases. We also have a credit agreement at Whistler Blackcomb that matures in 20282030 (the “Whistler Credit Agreement”), which had no amounts outstanding as of July 31, 2025.2026. Collectively, the Vail Holdings Credit Agreement, the Whistler Credit Agreement, the EPR Agreements and the NRP Loan are referred to herein as the “Credit Agreements,” and such facilities, the “Credit Facilities.” Our borrowings under the Vail Holdings Credit Agreement are subject to interest rate changeschanges, substantially increasing our riskexposure to changes in interest rates. Under the Vail Holdings Credit Agreement, borrowingsBorrowings under the Vail Holdings Credit Agreement, including the term loan facility, bear interest annually at a rate of SOFR plus 1.60%.1.50%. As of July 31, 20252026 we also have, on a cumulative basis, minimum lease payment obligations under operating leases of approximately $342.6$309.1 million over the term of the leases. Our level of indebtedness and minimum lease payment obligations could have important consequences. For example, itthey could:

•make it more difficult for us to satisfy our obligationsobligations, including debt service requirements, under our outstanding debt;

•limit our ability to borrow additional funds, refinance debt, or obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions or other general corporate purposes; and

Furthermore, our debt under our Credit Facilities bears interest at variable rates, which may be impacted by potential future changes in interest rates due to reference rate reform. We may be able to incur additional indebtedness in the future. The terms of our Credit Facilities, the 5.625% Notes, the 0.0% Convertible Notes and the 6.50% Notes do not fully prohibit us from doing so. If we incur additional debt, the related risks that we face could intensify.

The indentures governing the 5.625% Notes and the 6.50% Notes containscontain a number of significant restrictions and covenants that limit our ability to: grant or permit liens; engage in sale/leaseback transactions; and engage in a consolidation or merger, or sell, transfer or otherwise dispose of all or substantially all of our assets.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the Consolidated Financial Statements and notes related thereto included in this Form 10-K. To the extent that the following MD&A contains statements which are not of a historical nature, such statements are forward-looking statements which involve risks and uncertainties. These risks and uncertainties include, but are not limited to, those discussed in Item 1A. “Risk Factors” in this Form 10-K. The following discussion and analysis should be read in conjunction with the Forward-Looking Statements section and Item 1A. “Risk Factors,” each included in this Form 10-K.

The MD&A includes discussion of financial performance within each of our three segments. We have chosen to specifically include segment Reported EBITDA (defined as segment net revenue less segment operating expense, plus segment equity investment income or loss, and for the Real Estate segment, plus gain or loss on sale of real property) in the following discussion because we consider this measurement to be a significant indication of our financial performance. We utilize segment Reported EBITDA in evaluating our performance and in allocating resources to our segments. Net Debt (defined as long-term debt, net plus long-term debt due within one year less cash and cash equivalents and short-term investments) is included in the following discussion because we consider this measurementmeasure to be a significant indication of our available capital resources. We also believe that Net Debt is an important measurement as it is an indicator of our ability to obtain additional capital resources for our future cash needs. Resort Reported EBITDA (defined as the combination of segment Reported EBITDA of our Mountain and Lodging segments), Total Reported EBITDA (which is Resort Reported EBITDA plus segment Reported EBITDA from our Real Estate segment) and Net Debt are not measures of financial performance or liquidity defined under accounting principles generally accepted in the United States (“GAAP”). Refer to the end of the Results of Operations section for a reconciliation of net income attributable to Vail Resorts, Inc. to Total Reported EBITDA and Resort Reported EBITDA, and long-term debt, net to Net Debt.

Lift revenue is driven by volume and pricing. Pricing is impacted by absolute pricing, as well as both the demographic and geographic mix of guests, which impacts the price points at which various products are purchased. The demographic mix of guests that visit our North American Resorts is divided into two primary categories: (i) out-of-state and international (“Destination”) guests; and (ii) in-state and local (“Local”) guests. The geographic mix depends on levels of visitation to our destination mountain resorts versus our regional ski areas. For the 20242025/20252026 North American ski seasons,season, Destination guests comprised approximately 56%58% of our North American destination mountain resort skier visits (excluding complimentary access), while Local guests comprised approximately 44%. For both the 2023/2024 and 2022/2023 North American ski seasons, Destination guests comprised approximately 57%42% of our North American destination mountain resort skier visits (excluding complimentary access), whilewhich Localcompares gueststo comprised56% and 44%, respectively, for the 2024/2025 North American ski season and approximately 43%.57% and 43%, respectively, for the 2023/2024 North American ski season. Skier visitation at our regional ski areas is largely comprised of Local guests. Destination guests generally utilize more ancillary services such as ski school, dining and retail/rental, as well as lodging atproximate or aroundto our mountain resorts. Additionally, Destination guest visitation is less likely to be impacted by changes in the weather during the current season, but may be more impacted by adverse economic conditions, the global geopolitical climate, travel disruptions or weather conditions in the immediately preceding ski season. Local guests tend to be more value-oriented and weather-sensitive.

We offer a variety of pass products for all of our Resorts, marketed toward both Destination and Local guests. Our pass product offerings range from providing access to one or a combination of our Resorts for a certain number of days to our Epic Pass, which allows pass holders unlimited and unrestricted access to all of our Resorts. The Epic Day Pass is a customizable one to seven day pass product purchased in advance of the season, for those skiers and riders who wantexpect to purchase access forski a certain number of days during the season, and which is available in three tiers of resort access offerings. Our pass products provide a compelling value proposition to our guests, which in turn assists us in developing a loyal base of customers who commit to ski at our Resorts generally in advance of the ski season and typically ski more days each season at our Resorts than those guests who do not buy pass products. Additionally,In weaddition, our pass program attracts new guests to our Resorts. We enter into strategic long-term pass alliance agreements with third-party mountain resorts, which further increaseincreases the value proposition of our pass products. For the 20252026/20262027 ski season, our pass alliances include Telluride Ski Resort in Colorado, Hakuba Valley and Rusutsu Resort in Japan, Resorts of the Canadian Rockies in Canada, Les 3 Vallées in France, Disentis Ski Area and Verbier 4 Vallées in Switzerland, Skirama Dolomiti in Italy and Ski Arlberg, Sölden, Saalbach and Zell am See-Kaprum,See-Kaprun, MayrhofenZillertal, and HintertuxSölden and Silvretta Montafon in Austria. Our pass program drives strong customer loyalty;loyalty, mitigateshelps to mitigate exposure to more weather sensitive guests;guests, generates additional ancillary spending; and provides cash flow in advance of winter season operations. In addition, our pass program attracts new guests to our Resorts. All of ourOur pass products, including the Epic Pass and Epic Day Pass, are predominately sold prior to the start of the ski season. Pass product revenue, although primarily collected prior to the ski season, is recognized in our Consolidated Statements of Operations throughout the ski season on a straight-line basis using the number of skiable days of the season-to-date period relative to the total estimated number of skiable days of the season.

Lift revenue consists of pass product lift revenue (“pass revenue”) and non-pass productpaid lift ticket revenue (“non-passpaid lift revenue”). Approximately 65%,70%, 65% and 61%65% of total lift revenue was derived from pass revenue for Fiscal 2025,2026, Fiscal 20242025 and Fiscal 2023,2024, respectively.

The cost structure of our mountain resort operations has a significant fixed component with variable expenses including, but not limited to, land use permit or lease fees, credit card fees, retail/rental cost of sales and labor, ski school labor, dining labor and expensescost associatedof withgoods our dining operationssold; as such, profit margins can fluctuate greatly based on the level of revenues.

The principal activities of our Real Estate segment include the sale of land parcels to third-party developers and planning for future real estate development projects, including zoning and acquisition of applicable permits. We continue undertaking preliminary planning and design work on future projects and are pursuing opportunities with third-party developers rather than undertaking our own significant vertical development projects. RealAdditionally, real estate development projects by third-party developers most often result in the creation of certain resort assets that provide additional benefit to the Mountain segment. We believe that, due to our low carrying cost of real estate land investments, we are well situated to promote future projects by third-party developers while limiting our financial risk. Our revenue from the Real Estate segment and associated expense can fluctuate significantly based upon the timing of closings and the type of real estate being sold, causing volatility in the Real Estate segment’s operating results from period to period.

•TheResort Companynet achievedrevenue 2% growth inand Resort Reported EBITDA despitefor Fiscal 2026 decreased 4.5% and 11.7%, respectively, as a result of a decline in total skier visits decliningof 3%13.4% across our North American destination mountain resorts and regional ski areas versus the prior year. Visitation reflects the benefitimpact of improvedrecord conditionslow insnowfall and historically warm temperatures across the secondwestern quarterU.S., relativewhich todrove lower demand and negatively impacted spending throughout the prior year, offset by the expected decline in visitation from selling fewer pass units for the 2024/2025 North American ski season. For the full year, Resort net revenue increased 3% driven by a 4% increase in season pass revenue and increased ancillary spend per guest across our ski school and dining businesses. Resort Reported EBITDA for fiscalFiscal 20252026 also reflectsincludes strong cost discipline, including $37$45 million of savings from the resourceResource efficiencyEfficiency transformationTransformation plan(“RET”) initiatives before one-time costs. The Company’s full year Resort Reported EBITDA growthalso isincludes partially offset by $14 million of increased costs from company-wide performance-based management incentive plan expense that was not earned in the prior year, $15$11.0 million of one-time costs related to the two-yearRET resourceinitiatives, efficiencyand transformation plan, $8$6.2 million of one-time costs related to the Company’s previously announced CEO transition, and $5 million unfavorablefavorable EBITDA impact from changes in foreign exchange rates.

•Overall weather conditions, including the timing and amount of snowfall, can have an impact on Mountain and Lodging revenue, particularly with regard to skier visits and the duration and frequency of guest visitation. To help mitigate this impact, we sell a variety of pass products prior to the beginning of the ski season, which results in a more stabilized stream of lift revenue. Additionally, our pass products provide a compelling value proposition to our guests, which in turn create a guest commitment predominately prior to the start of the ski season. In March 2025,2026, we began our season pass sales program for the 20252026/20262027 North American ski season. Pass product unit sales through September 19,18, 20252026 for the upcoming 20252026/20262027 North American ski season decreased approximately 3%12%, indays unitssold and increaseddecreased approximately 1%10% inand sales dollars decreased approximately 6%, including sales and admissions taxes, as compared to the period in the prior year period through September 20,19, 2024. Pass sales dollars are benefiting from 7% price increase relative to the 2024/2025 season, partially offset by the mix impact from the relative performance of Epic Day Pass products compared to Core Epic Pass products.2025. Pass product sales are adjusted to eliminate the impact of foreign currency by applying an exchange rate of $0.72$0.71 between the Canadian dollar and U.S. dollar in both periods for Whistler Blackcomb pass sales. We cannot predict if these trends will continue through the 20252026 North American pass sales campaign or the overall impact that pass sales will have on lift revenue for the 20252026/20262027 North American ski season.

•The economies in the countries in which we operate and from which we attract our guests may be impacted by economic challenges associated with elevated inflation, tariffs and trade policies, prolonged elevated interest rates, geopolitical conflicts, political uncertaintyuncertainty, andimmigration policies, financial institution disruptionsdisruptions, and/or fluctuating commodity prices that could adversely impact our business, including decreased guest spending or visitation or increased costs of operations. Skiing, travel and tourism are discretionary recreational activities that can entail a relatively high cost of participation. As a result, economic downturns and other negative impacts to consumer discretionary spending may have a pronounced impact on visitation to our Resorts. We cannot predict the extent to which we may be impacted by such potential economic challenges, whether in North America or globally.

•As of July 31, 2025,2026, we had $440.3$231.3 million of cash and cash equivalents, as well as $507.9$337.4 million available under the revolver component of the Vail Holdings Credit Agreement, which represents the total commitment of $600.0 million less outstanding borrowings of $180.0 million and certain letters of credit outstanding of $92.1$82.6 million. WeOn alsoDecember have26, 2025, the Company drew the remaining $275.0 million availableoutstanding underbalance aof the delayed draw term loan of the Vail Holdings Credit Agreement, which will remain availableAgreement to fund the repayment of our 0.0% Convertible Notes. On February 9, 2026, Vail Holdings, Inc. (“VHI”) entered into an amendment and restatement of the Ninth Amended and Restated Credit Agreement, dated as of April 24, 2024 (as amended the “Tenth A&R Credit Agreement”). The Tenth A&R Credit Agreement, among other things, replaced the existing term loan facility and the existing $275.0 million delayed draw onterm atloan anyfacility timewith untila Januarynew 27,$1,275.0 2026.million senior term loan facility. As of July 31, 2026, the term loan facility had an outstanding balance of $1,243.1 million. Additionally, we have a credit facility which supports the liquidity needs of Whistler Blackcomb (the “Whistler Credit Agreement”). As of July 31, 2025,2026, we had C$296.6C$246.6 million ($214.1$175.9 million) available under the revolver component of the Whistler Credit AgreementAgreement, which represents the total commitment of C$300.0C$250.0 million ($216.5$178.3 million) less letters of credit outstanding of C$3.4 million ($2.4 million). On September 24, 2025, we amended the Whistler Credit Agreement primarily to extend the maturity date to September 24, 2030, and to reduce the total commitment from C$300.0 million to C$250.0 million. We believe that our existing cash and cash equivalents, availability under our credit agreements and the continued positive cash flow from operating activities of our Mountain and Lodging segments less resort capital expenditures will continue to provide us with sufficient liquidity to fund our operations.

A discussion of segment results, including reconciliations of net income attributable to Vail Resorts, Inc. to Total Reported EBITDA, and other items can be found below. The consolidated results of operations, including any consolidated financial metrics pertaining thereto, include the operations of Crans-Montana (acquired May 2, 2024), prospectively from the date of acquisition. In addition, the following discussion has been adjusted to reflect our revision of previously issued consolidated financial statements to correct for prior period misstatements, which we concluded did not, either individually or in the aggregate, result in a material misstatement of our previously issued consolidated financial statements. Further information regarding the revision is included in Note 2 “Summary of Significant Accounting Policies” and Note 16 “Revision of Previously Issued Consolidated Financial Statements” of the Notes to the Consolidated Financial Statements contained in this Form 10-K.

Mountain segment operating results for Fiscal 2025,2026, Fiscal 20242025 and Fiscal 20232024 are presented by category as follows (in thousands, except effective ticket price (“ETP”)):

Other revenue mainly consists of revenue stemming from summer visitation, other mountain activities revenue, employee housing revenue, guest services revenue, commercial leasing revenue, marketing and internet advertising revenue, private club revenue (which includes both club dues and amortization of initiation fees), municipal services revenue and other recreation activity revenue. Other revenue also includes Australian resort lodging and transportation revenue. Other revenue increaseddecreased $21.2$4.7 millionmillion, or 8.4%,1.7%, primarily driven by an increase in on-mountain summer activities and sightseeing revenue from the impact of increased summer visitation at our North American resorts, as well as increased early seasondecreased skier visitation at our North American resorts, which droveresulted additionalin decreased demand for ancillary services.

Operating expense increaseddecreased $69.1$37.8 million or 4.0%,2.1%, which was primarily attributable to increased(i) cost savings from the Company’s RET initiatives; (ii) reduced labor hours at our North American resorts driven by decreased visitation compared to the prior year as a result of challenging weather conditions from record low snowfall and historically warm temperatures across the western U.S.; and (iii) lower variable expenses associated with increaseddecreased revenuerevenue. andOperating incrementalexpense also includes the impact of one-time operating expenses fromattributable Crans-Montanato ($29.3our RET initiatives of $10.0 million). Operatingand expense$14.9 million for the years ended July 31, 2026 and 2025, respectively. Additionally, Mountain segment results for the year ended July 31, 2025 also includes the impact of one-time expenses attributable to our resource efficiency transformation plan of $14.9 million and one-timeoperating expenses attributable to our previously announced CEO transition of $6.8 million.million, Additionally,as operatingwell expense includes the impact ofas acquisition and integration related expenses of $1.2 million and $8.0 million for the year ended July 31, 2025 and 2024, respectively.million.

In addition to segment operating results, the following items contributed to our overall financial position and results of operations (in thousands).:

Depreciation and amortization. Depreciation and amortization expense for Fiscal 20252026 increased $17.4$9.2 million, compared to the prior year,year. Depreciation expense includes depreciation of capital expenditures over the estimated useful lives of the associated assets, as well as depreciation of the portion of consideration from acquisitions that is allocated to property, plant and equipment. The increase in depreciation and amortization expense during Fiscal 2026 compared to the prior year was primarily duedriven to assets acquired in the acquisition of Crans-Montana andby additional capital projects completed at our Resorts during the prior capitalfiscal year.

Change in estimated fair value of contingent consideration. Change in estimated fair value of contingent consideration for Fiscal 20252026 decreasedincreased $38.6$9.9 million, compared to prior year, primarily relateddriven by updates to ankey increasemarket inputs, including a lower discount rate and increased volatility assumptions, partially offset by the impact of lower than expected performance for Fiscal 2026, resulting in the expectedexpectation long-termthat Reportedno EBITDApayment performancewill forbe Parkmade City into the prior year that resulted in an increase in the liability.landlord.

(Loss) Gain (loss) on disposal of fixed assets and other, net. Gain(Loss) (loss)gain on disposal of fixed assets and other, net for Fiscal 2026 included a $4.0 million loss from construction in progress write offs related to legacy planning projects the Company does not currently intend to pursue, as well as a $2.2 million loss related to lift replacements and upgrades. Fiscal 2025 includedincludes a gain on sale of real property for $6.8 million related to a land parcel in Vail in exchange for releasing a use restriction, as well as a net gain on sale of real property for $3.6 million related to the Hotham Airport sale. These gains were partially offset by losses on other annual disposals of fixed assets. Gain (loss) on disposal of fixed assets and other, net for Fiscal 2024 included losses on annual disposals of fixed assets.

The following table reconciles long-term debt, net to Net Debt (defined as long-term debt, net plus long-term debt due within one year less cash and cash equivalents and short-term investments) (in thousands):

Changes in significant sources and uses of cash for Fiscal 2025,2026, Fiscal 20242025 and Fiscal 20232024 are presented by categoriescategory as follows (in thousands):

The decreaseincrease in net cash used in investing activities for Fiscal 20252026 of $36.6$61.5 million was primarily due to (i) $94.4$37.1 million in payments made related to the acquisition of Crans-Montana partially offset by $57.6 million received from the maturity of short-term bankcertificates of deposit in the current year, net of maturities, which were invested in deposits inwith Fiscalmaturity 2024dates of more than three months at the date of purchase and (ii)are therefore not reflected as cash equivalents, as well as a one-time settlement of $17.6 million of cash received during Fiscal 2025 related to the resolution of the October 2023 Eagle County District Court final ruling and valuation regarding the Town of Vail’s condemnation of our East Vail property, partially offset by ana increasedecrease in capital expenditures of approximately $24.0$3.6 million as compared to the prior year.

CashNet cash used in financing activities decreasedincreased by $334.4$178.4 million during Fiscal 20252026 compared to Fiscal 2024,2025, primarily duedriven toby the repayment upon maturity of the remaining $525.0 million aggregate principal amount of the 0.0% Convertible Notes, partially offset by an increase in proceeds received from borrowings under the 5.625%Vail NotesHoldings offeringCredit Agreement of $500.0$319.1 million,million partiallyprimarily offsetdriven by aadditional $120.0borrowings of $275.0 million increase in repurchasesDecember of2025 ourwhich commonwas stocksubsequently andused $48.0to millionrepay of cash paid for repurchases ofthe 0.0% Convertible Notes during the year ended July 31, 2025.Notes.

In addition to our $440.3$231.3 million of cash and cash equivalents at July 31, 2025,2026, we had $507.9$37.1 million in short-term certificates of deposit, as well as $337.4 million available under the revolver component of our Vail Holdings Credit Agreement as of July 31, 20252026 (which represents the total commitment of $600.0 million less outstanding borrowings of $180.0 million and outstanding letters of credit of $92.1$82.6 million). On December 26, 2025, the Company drew the remaining $275.0 million outstanding balance of the delayed draw term loan. The incremental term loan borrowings were used to fund the repayment upon maturity of the 0.0% Convertible Notes. On February 9, 2026, VHI entered into the Tenth A&R Credit Agreement (as discussed further below). As of July 31, 2026, the term loan facility had an outstanding balance of $1,243.1 million. Additionally, we had C$296.6C$246.6 million ($214.1$175.9 million) available under the revolver component of our Whistler Credit Agreement (which represents the total commitment of C$300.0C$250.0 million ($216.5$178.3 million) less certain outstanding letters of credit of C$3.4 million ($2.4 million)). On September 24, 2025, we amended the Whistler Credit Agreement primarily to extend the maturity date to September 24, 2030, and to reduce the total commitment from C$300.0 million to C$250.0 million. We also had $275.0 million available under a delayed draw term loan of the Vail Holdings Agreement which will remain available to draw on at any time until January 27, 2026. Proceeds from any borrowings on the revolver component of our Vail Holdings Credit Agreement and the delayed draw term loans are available to be used to refinance our 0.0% Convertible Notes. We expect that our liquidity needs in the near term will be met by continued use of our existing cash and cash equivalents, operating cash flows and borrowings under both the Vail Holdings Credit Agreement and Whistler Credit Agreement, if needed. UnderThe theTenth Vail HoldingsA&R Credit Agreement and the Whistler Credit Agreement,Agreement provide adequate flexibility and are priced favorably with any new borrowings would becurrently priced at the Secured Overnight Financing Rate plus 2.10%1.88% and Canadian Overnight Repo Rate Average plus 1.75%, respectively.

We expect our capital plan for calendar year 20252026 will be approximately $198$215.0 million to $203$220.0 million, excluding $46$12.0 million of growth capital investments at our European resorts, comprised of $43 million at Andermatt-Sedrun and $3 million at Crans-Montana, and $5$5.0 million of RET projects and $2.0 million in real estate relatedplanning capital. Including these investments, our total capital projectsplan for calendar year 2026 is expected to completebe multi-yearapproximately transformational$229.0 million to $234.0 million. Our 2026 capital plan is focused on resort-specific investments atacross our destination and regional resorts, technology investments and investments that enhance sustainability, efficiency and the keyoverall baseguest areaexperience. portalsKey ofresort Breckenridgeinvestments Peakinclude 8lift replacements and Keystonecapacity Riverenhancements Run,at Park City Mountain, Whistler Blackcomb and Seven Springs, significant guest experience upgrades including dining and lodging renovations across multiple resorts, and continued planning investments to support the development of the West Lionshead area into a fourth base village at Vail Mountain.Mountain, Includingsubject Europeanto growthapprovals. capitalTechnology investments are focused on expanding digital capabilities through the My Epic app, modernizing e-commerce and realmarketing estateplatforms, relatedand capital,enhancing ourSki total& capitalRide planSchool forand calendarrental year 2025 is expectedoperations to beimprove approximatelyguest $249engagement millionand operational efficiency. Efficiency and sustainability investments include expanded implementation of remote avalanche control systems and targeted snowmaking and system upgrades to $254support million.the IncludedCompany’s inRET theseinitiatives estimatedand capital expenditures are approximately $124 millionCommitment to $128Zero million of maintenance capital expenditures, which are necessary to maintain appearance and level of service appropriate to our resorts.goals. We currently plan to utilize cash on hand, borrowings available under our credit agreements and/or cash flow generated from future operations to provide the cash necessary to complete our capital plans.

As of July 31, 2025,2026, principal payments on the majority of our long-term debt outstanding ($2.5$3.0 billion of ourthe total $3.2 billion debt outstanding as of July 31, 20252026) are not due until fiscal year 20292030 and beyond. As of both July 31, 20252026 and 2024,2025, total long-term debt, net (including long-term debt due within one year) was $3.2 billion and 2.8 billion, respectively.billion. Net Debt (defined as long-term debt, net plus long-term debt due within one year less cash and cash equivalents and short-term investments) was $2.8$2.9 billion and $2.5$2.8 billion as of July 31, 20252026 and 2024,2025, respectively.

Vail Resorts, Inc., together with its subsidiaries, is referred to throughout this Quarterly Report on Form 10-Q for the period ended JanuaryApril 31,30, 2026 (“Form 10-Q”) as “we,” “us,” “our” or the “Company.”

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended July 31, 2025 (“Form 10-K”) and the Consolidated Condensed Financial Statements as of JanuaryApril 31,30, 2026 and 2025 and for the three and sixnine months then ended, included in Part I, Item 1 of this Form 10-Q, which provide additional information regarding our financial position, results of operations and cash flows. To the extent that the following MD&A contains statements which are not of a historical nature, such statements are forward-looking statements, which involve risks and uncertainties. See “Forward-Looking Statements” below. These risks include, but are not limited to, those discussed in our filings with the Securities and Exchange Commission (“SEC”), including the risks described in Item 1A. “Risk Factors” of Part I of our Form 10-K, which was filed on September 29, 2025.

The MD&A includes discussion of financial performance within each of our three segments. We have chosen to specifically include segment Reported EBITDA (defined as segment net revenue less segment operating expense, plus segment equity investment income or loss, and for the Real Estate segment, plus gain or loss on sale of real property) in the following discussion because we consider this measurement to be a significant indication of our financial performance. We utilize segment Reported EBITDA in evaluating our performance and in allocating resources to our segments. Net Debt (defined as long-term debt, net plus long-term debt due within one year less cash and cash equivalents) is included in the following discussion because we consider this measurementmeasure to be a significant indication of our available capital resources. We also believe that Net Debt is an important measurement as it is an indicator of our ability to obtain additional capital resources for our future cash needs. Resort Reported EBITDA (defined as the combination of segment Reported EBITDA of our Mountain and Lodging segments), Total Reported EBITDA (which is Resort Reported EBITDA plus segment Reported EBITDA from our Real Estate segment) and Net Debt are not measures of financial performance or liquidity defined under accounting principles generally accepted in the United States (“GAAP”). Refer to the end of the Results of Operations section for a reconciliation of net income attributable to Vail Resorts, Inc. to Total Reported EBITDA and Resort Reported EBITDA, and long-term debt, net to Net Debt.

Additionally, the Mountain segment includes ancillary services, primarily including ski school, dining and retail/rental operations, and for our Australian ski areas, including lodging and transportation operations. Mountain segment revenue is seasonal, with the majority of revenue earned from our North American and European ski operations occurring in our second and third fiscal quarters and the majority of revenue earned from our Australian ski operations occurring in our first and fourth fiscal quarters. Our North American and European Resorts typically experience their peak operating season for the Mountain segment from mid-December through mid-April, and our Australian ski areas typically experience their peak operating season from June to early October. Consequently, our first and fourth fiscal quarters are seasonally low periods as most of our North American and European ski operations are generally not open for business, and the activity of our Australian ski areas’ peak season and our North American and European summer operating results are not sufficient to offset the losses incurred during these seasonally low periods. Revenue of the Mountain segment during the first and fourth fiscal quarters is primarily generated from summer and group related visitation at our North American and European destination mountain resorts, retail/rental operations and peak season Australian ski operations. Our largest source of Mountain segment revenue is the sale of lift tickets (includingand pass products),products, which represented approximately 62%65% and 61%64% of Mountain segment revenue for the three months ended JanuaryApril 31,30, 2026 and 2025, respectively, and approximately 60% and 59% of Mountain segment revenue for the nine months ended April 30, 2026 and 2025, respectively.

Lift revenue is driven by volume and pricing. Pricing is impacted by absolute pricing, as well as both the demographic and geographic mix of guests, which impacts the price points at which various products are purchased. The demographic mix of guests that visit our North American Resorts is divided into two primary categories: (i) out-of-state and international (“Destination”) guests; and (ii) in-state and local (“Local”) guests. The geographic mix depends on levels of visitation to our destination mountain resorts versus our regional ski areas. For the three2025/2026 monthsNorth endedAmerican Januaryski 31, 2026,season, Destination guests comprised approximately 54%58% of our North American destination mountain resort skier visits (excluding complimentary access), while Local guests comprised approximately 46%42% of our North American destination mountain resort skier visits (excluding complimentary access), which compares to 52%56% and 48%,44%, respectively, for the three2024/2025 monthsNorth endedAmerican Januaryski 31, 2025.season. Skier visitation at our regional ski areas is largely comprised of Local guests. Destination guests generally purchase our higher-priced lift tickets (including pass products) and utilize more ancillary services such as ski school, dining and retail/rental, as well as lodging proximate to our mountain resorts. Additionally, Destination guest visitation is less likely to be impacted by changes in the weather during the current season, but may be more impacted by adverse economic conditions, the global geopolitical climate, travel disruptions or weather conditions in the immediately preceding ski season. Local guests tend to be more value-oriented and weather-sensitive.

We offer a variety of pass products for all of our Resorts, marketed toward both LocalDestination and DestinationLocal guests. Our pass product offerings range from providing access to one or a combination of our Resorts for a certain number of days to our Epic Pass, which allows pass holders unlimited and unrestricted access to all of our Resorts. The Epic Day Pass is a customizable one to seven day pass product purchased in advance of the season, for those skiers and riders who expect to ski a certain number of days during the season, and which is available in three tiers of resort access offerings. Our pass products provide a compelling value proposition to our guests, which in turn assists us in developing a loyal base of customers who commit to ski at our Resorts generally in advance of the ski season and typically ski more days each season at our Resorts than those guests who do not buy pass products. Additionally, we enter into strategic long-term pass alliance agreements with third-party mountain resorts, which further increase the value proposition of our pass products. For the 2025/2026 ski season, our pass alliances include Telluride Ski Resort in Colorado, Hakuba Valley and Rusutsu Resort in Japan, Resorts of the Canadian Rockies in Canada, Les 3 Vallées in France, Disentis Ski Area and Verbier 4 Vallées in Switzerland, Skirama Dolomiti in Italy and Ski Arlberg, Sölden, Saalbach and Zell am See-Kaprun, Mayrhofen and Hintertux and Silvretta Montafon in Austria. Our pass program drives strong customer loyalty; mitigates exposure to more weather sensitive guests; generates additional ancillary spending; and provides cash flow in advance of winter season operations. In addition, our pass program attracts new guests to our Resorts. All of ourOur pass products, including the Epic Pass and Epic Day Pass, are predominately sold prior to the start of the ski season. Pass product revenue, although primarily collected prior to the ski season, is recognized in the Consolidated Condensed Statements of Operations throughout the ski season on a straight-line basis using the number of skiable days of the season-to-date period relative to the total estimated number of skiable days of the season.

The performance of our lodging properties (including managed condominium rooms) proximate to our Resorts, and our Colorado resort ground transportation company, are closely aligned with the performance of the Mountain segment and generally experience similar seasonal trends, particularly with respect to visitation by Destination guests. Revenues from such properties represented approximately 94%95% and 96% of Lodging segment net revenue (excluding Lodging segment revenue associated with the reimbursement of payroll costs) for the three months ended JanuaryApril 31,30, 2026 and 2025.2025, respectively, and 75% and 77% of our Lodging segment revenue (excluding Lodging segment revenue associated with reimbursement of payroll costs) for the nine months ended April 30, 2026 and 2025, respectively. Management primarily focuses on Lodging net revenue excluding payroll cost reimbursements and Lodging operating expense excluding reimbursed payroll costs (which are not measures of financial performance under GAAP) as the reimbursements are made based upon the costs incurred with no added margin and as such, the revenue and corresponding expense do not affect our Lodging Reported EBITDA, which we use to evaluate Lodging segment performance. Revenue of the Lodging segment during our first and fourth fiscal quarters is generated primarily by the operations of our NPS concessioner properties (as their peak operating season generally occurs during the months of June to October), as well as golf operations and seasonally low operations from our other owned and managed properties and businesses.

•Overall weather conditions, including the timing and amount of snowfall, can have an impact on Mountain and Lodging revenue, particularly with regard to skier visits and the duration and frequency of guest visitation. To help mitigate this impact, we sell a variety of pass products prior to the beginning of the ski season, which results in a more stabilized stream of lift revenue. Additionally, our pass products provide a compelling value proposition to our guests, which in turn create a guest commitment predominately prior to the start of the ski season. PassIn productMarch revenue2026, increasedwe approximatelybegan $4.0our million,season orpass 0.9%sales program for the three2026/2027 monthsNorth endedAmerican Januaryski 31,season. Pass product unit sales through May 26, 2026 compared tofor the sameupcoming period in the prior year, primarily due to increased pass product sales for 20252026/20262027 North American ski season compareddecreased toapproximately the10%, 2024/2025days Northsold Americandecreased skiapproximately season,8% partiallyand offsetsales bydollars timingdecreased ofapproximately revenue5%, recognitionincluding fromsales delayedand resortadmissions openingtaxes, dates,as compared to the prior year.year Deferredperiod revenuethrough relatedMay 27, 2025. Pass product sales are adjusted to eliminate the impact of foreign currency by applying an exchange rate of $0.72 between the Canadian dollar and the U.S. dollar in both periods for Whistler Blackcomb pass sales. We cannot predict if these trends will continue through the 2026 North American pass productsales campaign or the overall impact that pass sales waswill approximatelyhave $502.9on millionlift asrevenue offor January 31,the 2026/2027 (comparedNorth toAmerican approximatelyski $474.7 million as of January 31, 2025).season.

•As of JanuaryApril 31,30, 2026, we had $384.7$371.4 million of cash and cash equivalents, as well as $507.7$517.8 million available under the revolver component of the Vail Holdings Credit Agreement, which represents the total commitment of $600.0 million less certain letters of credit outstanding of $92.3$82.2 million. On December 26, 2025, the Company drew the remaining $275.0 million outstanding balance of the delayed draw term loan of the Vail Holdings Credit Agreement to fund the repayment of our 0.0% Convertible Notes, increasing the total outstanding term loan facility to $1,160.9 million as of January 31, 2026.Notes. On February 9, 2026, Vail Holdings, Inc. (“VHI”) entered into an amendment and restatement of the Ninth Amended and Restated Credit Agreement, dated as of April 24, 2024 (as amended the “Tenth A&R Credit Agreement”). The Tenth A&R Credit Agreement, among other things, replacesreplaced the existing term loan facility and the existing $275.0 million delayed draw term loan facility with a new $1,275.0 million senior term loan facility. As of April 30, 2026, the term loan facility had an outstanding balance of $1,259.1 million. Additionally, we have a credit facility which supports the liquidity needs of Whistler Blackcomb (the “Whistler Credit Agreement”). As of JanuaryApril 31,30, 2026, we had C$246.6 million ($181.2$181.6 million) available under the revolver component of the Whistler Credit Agreement, which represents the total commitment of C$250.0 million ($183.7$184.1 million) less letters of credit outstanding of C$3.4 million ($2.5 million).

Shown below is a summary of operating results for the three and sixnine months ended JanuaryApril 31,30, 2026, compared to the three and sixnine months ended JanuaryApril 31,30, 2025 (in thousands):

Three months ended JanuaryApril 31,30, 2026 compared to the three months ended JanuaryApril 31,30, 2025

Mountain segment operating results for the three months ended JanuaryApril 31,30, 2026 and 2025 are presented by category as follows (in thousands, except effective ticket price (“ETP”)). ETP is calculated as lift revenue divided by total skier visits for each applicable period presented.

Mountain Reported EBITDA includes $6.1$6.5 million and $6.6$6.1 million of stock-based compensation expense for the three months ended JanuaryApril 31,30, 2026 and 2025, respectively.

Mountain Reported EBITDA decreased $35.4$55.8 million, or 7.7%,8.8%, primarily due to a decrease in both LocalDestination and DestinationLocal skier visitation as a result of historicallyrecord low snowfall and historically warm temperatures across the western U.S., which limited our abilityled to openearlier terrainresort closures and particularly impacted our resorts in the Rockies and Tahoe regions. The decreased skier visitation resulted in decreased non-pass lift revenue and other ancillary revenues. These decreases were partially offset by (i) decreased labor and labor-related benefits and other variable expenses; and (ii) an increase in North American pass product revenue ($4.0$25.1 million), driven by an increase in pass product sales for the 2025/2026 North American ski season compared to the prior year, partiallyas offsetwell byas the timing of revenue recognition due to delayed resort openings and early closures in the current year ($8.8$11.2 million, that willwhich largely reverseoffsets duringagainst ourthe thirddecrease fiscalrecognized quarterin the three months ended January 31, 2026).; (ii) decreased labor and labor-related benefits from the impact of earlier resort closures and lower than expected variable compensation accruals; and (iii) decreased variable costs associated with the decreased revenue. Mountain Reported EBITDA also includes one-time operating expenses attributable to our resource efficiency transformation plan of $1.1$2.9 million and $2.6$3.9 million for the three months ended JanuaryApril 31,30, 2026 and 2025, respectively.

Lift revenue decreased $19.0$40.9 million, or 2.9%,5.3%, primarily due to a decrease in non-pass revenue of 12.6%,22.0%, driven by a decrease in both LocalDestination and DestinationLocal skier visitation, which was impacted by historicallyrecord low snowfall totalsand historically warm temperatures across the western U.S., which limited our abilityled to openearlier terrain,resort as well as a decrease in skier visitation at Stevens Pass due to flooding which resulted in a delayed opening.closures. Additionally, non-pass ETP decreased 6.8%,10.9%, compared to the prior year, driven by an overall shift in the mix of visitation to lower-ETP regions, including the impact of stronger visitation across our eastern U.S. resorts, as compared to our Destination resorts in the western U.S.; and (ii) an overall shift in the mix of lift tickets sold, including a shift to benefit tickets with the new Epic Friends discount and introduction of super advance lift ticket products.discount for purchasing approximately one month in advance. These decreases were partially offset by a $4$25.1 million increase in pass product revenue from an increase in season pass sales for the 2025/2026 North American ski season, partiallyas offsetwell byas an increase from the timing of revenue recognition due tofrom delayed openings.openings and early closures in the current year ($11.2 million, which largely offsets against the decrease recognized in the three months ended January 31, 2026).

Ski school revenue decreased $12.4$18.5 million, or 9.3%,11.5%, dining revenue decreased $6.3$11.8 million, or 6.9%,10.7%, and retail/rental revenue decreased $9.1$9.5 million, or 6.8%,8.3%, each primarily driven by decreased visitation at our North American resortsresorts, asincluding athe resultimpact of historicallyearlier lowresort snowfall totals across the western U.S.,closures, which negatively impacted demand for ancillary products.

Other revenue mainly consists of other mountain activities revenue, employee housing revenue, guest services revenue, commercial leasing revenue, marketing revenue, private club revenue (which includes both club dues and amortization of initiation fees), municipal services revenue and other recreation activity revenue. Other revenue decreased $4.0$2.1 million, or 6.7%,3.7%, primarily driven by decreased skier visitation which drove decreased demand for ancillary services.services, primarily parking revenue.

Operating expense decreased $17.3$27.2 million, or 2.8%,4.7%, which was primarily attributable to (i) cost savings attributable to the Company’s resource efficiency transformation initiatives; (ii) reduced labor hours at our North American Resorts driven by decreased visitation compared to the prior year as a result of challenging weather conditions from historicallyrecord low snowfall and historically warm temperatures across the western U.S., which limited our ability to open terrainU.S.; and impacted our ability to operate at full capacity, as compared to the prior year, as well as(iii) lower variable expenses associated with decreased revenue, and disciplined cost management.revenue. Operating expense also includes one-time expenses attributable to our resource efficiency transformation plan of $1.1$2.9 million and $2.6$3.9 million for the three months ended JanuaryApril 31,30, 2026 and 2025, respectively.

Mountain segment operating results for the sixnine months ended JanuaryApril 31,30, 2026 and 2025 are presented by category as follows (in thousands, except ETP):

Mountain Reported EBITDA includes $11.5$18.0 million and $12.4$18.4 million of stock-based compensation expense for the sixnine months ended JanuaryApril 31,30, 2026 and 2025, respectively.

Mountain Reported EBITDA decreased $34.0$89.8 million, or 10.8%,9.5%, due to a decrease in both LocalDestination and DestinationLocal skier visitation drivenas bya historicallyresult of record low snowfall totalsand historically warm temperatures across the western U.S., which led to earlier resort closures and particularly impacted our resorts in the Rockies and Tahoe regions, and limited our ability to open terrain.regions. The decreased skier visitation resulted in decreased non-pass revenue and other ancillary revenues. These decreases were partially offset by (i) decreased labor and labor-related benefits and other variable expenses; (ii) an increase in pass product revenue ($8.9$34.0 million) from an increase in pass product sales,sales; partially(ii) offsetdecreased bylabor theand timinglabor-related ofbenefits, including lower than expected variable compensation accruals; (iii) decreased variable costs associated with decreased revenue recognition due to delayed resort openings ($8.8 million, that will largely reverse during our third fiscal quarter); and (iiiiv) an increase from our Australian operations compared to the prior year,year ($2.8 million), which experienced improved visitation, driven by improved weather conditions. Mountain segment results also include the impact of one-time operating expenses attributable to our resource efficiency transformation plan of $4.7$7.6 million and $4.6$8.6 million for the sixnine months ended JanuaryApril 31,30, 2026 and 2025, respectively, as well as acquisition and integration related expenses of $0.1 million and $1.0$1.1 million for the sixnine months ended JanuaryApril 31,30, 2026 and 2025, respectively.

Operating expense decreased $7.8$35.0 million, or 0.8%,2.3%, which was primarily attributable to (i) cost savings attributable to the Company’s resource efficiency transformation initiatives; (ii) reduced labor hours at our North American Resortsresorts driven by decreased visitation compared to the prior year as a result of challenging weather conditions from historicallyrecord low snowfall and historically warm temperatures across the western U.S., which limited our ability to open terrainU.S.; and impacted our ability to operate at full capacity, as compared to the prior year, as well as(iii) lower variable expenses associated with decreased revenue. Operating expense also includes one-time expenses attributable to our resource efficiency transformation plan of $4.7$7.6 million and $4.6$8.6 million for the sixnine months ended JanuaryApril 31,30, 2026 and 2025, respectively, as well as acquisition and integration related expenses of $0.1 million and $1.0$1.1 million for the sixnine months ended JanuaryApril 31,30, 2026 and 2025, respectively.

Labor and labor-related benefits decreased $7.3$25.3 million, or 1.9%,3.9%, primarily due to a decrease inreduced labor expensehours toat support decreasedour North American operationsresorts as a result of challenging weather conditions which limited our ability to open terrain and negatively impacted visitation throughout the season, as well as lower than expected variable compensation accruals ($7.0 million) compared to the prior year, partially offset by an increase in labor expense to support increased Australian winter operations as a result of improved weather conditions compared to the prior year ($3.4 million). Retail cost of sales decreased $6.4$7.3 million, or 11.5%,8.4%, compared to a decrease in retail sales of 7.9%, reflecting increased margins driven by the mix of retail merchandise purchased by customers, in addition to supply chain compliance and efficiency programs.9.3%. General and administrative expenses increased $12.0$10.7 million, or 6.3%,3.8%, primarily due to an increase in corporate overhead costs, primarily driven by an increase in marketing and sales expenses from investments in media spending to drive incremental pass product sales and visitation. Other expenses decreased $5.8$12.6 million, or 2.4%,3.2%, primarily due to decreased variable expenses associated with decreased revenues, including dining cost of sales ($2.9$4.3 million), supplies ($1.4$2.9 million), repairs and maintenance ($1.1$1.5 million) and fuel ($0.9$1.4 million), as well as a decrease in pass partnership expense ($3.4 million).

Three months ended JanuaryApril 31,30, 2026 compared to the three months ended JanuaryApril 31,30, 2025

Lodging segment operating results for the three months ended JanuaryApril 31,30, 2026 and 2025 are presented by category as follows (in thousands, except average daily rates (“ADR”) and revenue per available room (“RevPAR”)):

Lodging Reported EBITDA includes $0.8$0.9 million and $0.9$0.8 million of stock-based compensation expense for the three months ended JanuaryApril 31,30, 2026 and 2025, respectively.

Lodging Reported EBITDA decreased $2.9$5.5 million, or 142.7%,44.6%, primarily due to decreased demand, including the impact of decreased skier visitation driven by challenging weather conditions,conditions and earlier resort closures, which drove a decrease in ADR and negatively impacted ancillary revenues, as well as a reduction in our inventory of available managed condominium rooms proximate to our mountain resorts.revenues.

Labor and labor related benefits decreased $1.4$1.9 million, or 4.4%,6.1%, primarily due to stronga cost controldecrease in responselabor tohours associated with decreased revenue.visitation, earlier resort closures and a reduction in accrued variable compensation plan expense. General and administrative expenses decreased $1.0$2.1 million, or 6.4%,13.8%, primarily due to a decrease in overhead costs,costs includingfrom reservationcost bookingsavings services.attributable to the Company’s resource efficiency transformation initiatives. Other expenses increased $2.4$1.0 million, or 12.3%,5.2%, primarily due to aan reductionincrease in propertyonline taxtravel refundsagent received in the prior year, as well as increases in professional services and repairs and maintenance.commissions.

Lodging segment operating results for the sixnine months ended JanuaryApril 31,30, 2026 and 2025 are presented by category as follows (in thousands, except ADR and RevPAR):

Lodging Reported EBITDA includes $1.6$2.4 million and $1.7$2.6 million of stock-based compensation expense for the sixnine months ended JanuaryApril 31,30, 2026 and 2025, respectively.

Lodging Reported EBITDA decreased $4.4$9.9 million, or 68.3%,52.8%, primarily due to decreased demand, including the impact of decreased skier visitation driven by challenging weather conditions and delayed openings, which drove a decrease in revenue from both our managed condominium and owned hotel rooms, as well as a decrease in dining and transportation revenue, partially offset by increased demand for lodging and park visitation at GTLC ($2.1 million) driven by favorable weather conditions.

Revenue from managedowned condominiumhotel rooms decreased $3.0$2.6 million, or 7.7%, primarily4.5%, due to decreased demand atdriven our lodging properties proximate to our North American mountain resorts, including the impact of decreased demand for summer group lodging, as well asby decreased skier visitation driven byfrom challenging weather conditions across the western U.S., which drove a decrease in ADR, as well as a net reductiondecrease in ourdemand inventoryfor ofsummer availablegroup managedlodging, condominiumpartially roomoffset nightsby comparedincreased todemand thefor priorlodging year.and park visitation at GTLC driven by favorable weather conditions ($2.1 million).

Labor and labor related benefits decreased $2.0$3.9 million, or 2.8%,3.8%, primarily due to stronga cost controldecrease in responselabor tohours associated with decreased revenue.visitation from delayed openings and earlier resort closures and a reduction in accrued variable compensation plan expense ($1.3 million). General and administrative expense decreased $1.4$3.5 million, or 4.6%,7.6%, primarily due to a decrease in overhead costs,costs includingfrom reservationcost bookingsavings services.attributable to the Company’s resource efficiency transformation initiatives. Other expense increased $2.8$3.9 million, or 6.0%,5.8%, primarily due to a reduction in property tax refunds received during the sixnine months ended JanuaryApril 31,30, 2026.2026 ($1.0 million), as well as increases in professional services ($0.6 million), commissions ($0.6 million) and credit card fees ($0.4 million).

Three months ended JanuaryApril 31,30, 2026 compared to the three months ended JanuaryApril 31,30, 2025

Real Estate segment operating results for the three months ended JanuaryApril 31,30, 2026 and 2025 are presented by category as follows (in thousands):

During the three months ended JanuaryApril 31,30, 2026, we did not close on any significant real estate transactions. During the three months ended April 30, 2025, we recorded a lossgain on the sale of real property for $1.8$8.5 million related to the transfersale of athree landreal parcelestate parcels in Keystone,Breckenridge, Colorado.Colorado Thefor total consideration of $11.9 million, including $1.0 million net cash proceeds were received inat priorclosing. periods,One of these parcels was originally sold during the year ended July 31, 2022 but the terms of the agreement prevented a transfer of control to the buyer at the timetime, ofand sale;therefore therefore,a recognitionportion of the lossproceeds waswere deferred for recognition until control was transferred, which occurred during the three months ended JanuaryApril 31,30, 2026. During the three months ended January 31, 2025, we did not close on any significant real estate transactions.2025.

Other operating expense for both the three months ended JanuaryApril 31,30, 2026 and 2025 was primarily comprised of general and administrative costs, such as labor and labor-related benefits, professional services and allocated corporate overhead costs.

Real Estate segment operating results for the sixnine months ended JanuaryApril 31,30, 2026 and 2025 are presented by category as follows (in thousands):

During the sixnine months ended JanuaryApril 31,30, 2026, we recorded a gain on sale of real property for $13.0 million related to the sale of a real estate parcel in Breckenridge, Colorado for proceeds of $15.4 million. The proceeds were received in prior periods, but the terms of the agreement prevented transfer of control to the buyer at the time of sale; therefore, recognition of the gain was deferred until control was transferred during the sixnine months ended JanuaryApril 31,30, 2026. We also recorded a loss on the sale of real property of $1.8 million related to the transfer of a land parcel in Keystone, Colorado. The proceeds were received in prior periods, but the terms of the agreement prevented transfer of control to the buyer at the time of sale; therefore, recognition of the loss was deferred for recognition until control was transferred, which occurred during the sixnine months ended JanuaryApril 31,30, 2026. During the six months ended January 31, 2025, we received proceeds of $17.6 million and recorded a gain on sale of real property of $16.5 million related to the resolution of the October 2023 Eagle County District Court final ruling and valuation regarding the Town of Vail’s condemnation of our East Vail property.

Other operating expense for both the sixnine months ended JanuaryApril 31,30, 2026 and 2025 was primarily comprised of general and administrative costs, such as labor and labor-related benefits, professional services and allocated corporate overhead costs.

In addition to segment operating results, fluctuations in the following items contributed to our overall financial results for the three and sixnine months ended JanuaryApril 31,30, 2026 and 2025 (in thousands):

Interest expense, net. Interest expense, net for the three and sixnine months ended JanuaryApril 31,30, 2026 increased $6.8$9.4 million and $15.3$24.7 million, respectively, compared to the same periods in the prior year, primarily due to the offering of $500.0 million aggregate principal amount of 5.265%5.625% senior notes due 2030, issued under an indenture dated July 2, 2025.

Provision for income taxes. The effective tax rate for the three and sixnine months ended JanuaryApril 31,30, 2026 was 24.2%23.7% and 28.4%,24.1%, respectively, compared to 25.1%24.0% and 26.8%24.5% for the three and sixnine months ended JanuaryApril 31,30, 2025, respectively.