UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~July~~September 225, 2025

Vail Resorts, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-09614

51-0291762

(State or Other Jurisdiction of
Incorporation or Organization)

(Commission File Number)

(I.R.S. Employer
Identification No.)

390 Interlocken Crescent

Broomfield,

Colorado

80021

(Address of Principal Executive Offices)

(Zip Code)


(303)			404-1800
(Registrant’s telephone number, including area code)


Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

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

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

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

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

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

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


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.01 par value	MTN	New York Stock Exchange

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

Emerging growth company ☐

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

Item 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~July~~September 225, 2025, John F. Sorte and John T. Redmond communicated to the Board of Directors (the “Board”) of Vail Resorts, Inc. (the “Company”) ~~completed~~their anintention ~~offering~~not ofto ~~$500~~stand ~~million~~for inre-election ~~aggregate~~to ~~principal~~the ~~amount~~Board at the end of ~~its~~their ~~5.625%~~current ~~Senior~~terms, ~~Notes~~which ~~due~~end ~~2030~~on (the date of the Company’s 2025 Annual Meeting of Stockholders (“~~Notes~~Annual Meeting”). inMr. aSorte ~~private~~will ~~placement~~continue ~~conducted~~to ~~pursuant~~serve toon ~~Rule~~the ~~144A~~Board’s ~~and~~Audit ~~Regulation~~Committee, SExecutive ~~under~~Committee, ~~the~~and ~~Securities~~Nominating ~~Act~~& ofGovernance ~~1933~~Committee, asand ~~amended~~Mr. ~~The~~Redmond ~~Notes~~will ~~are~~continue ~~guaranteed~~to serve on athe ~~senior~~Board’s ~~subordinated~~Audit ~~basis~~Committee, byuntil ~~certain~~the earlier of the ~~Company’s~~Board ~~domestic~~determining ~~subsidiaries (collectively~~otherwise, or the ~~“Guarantors”)~~end of their current terms.

~~The~~Neither ~~Notes were issued under an Indenture dated as of July 2, 2025 (the “Indenture”) among the Company, the Guarantors and U~~Mr.S. ~~Bank~~Sorte’s ~~Trust~~nor ~~Company, National Association, as Trustee~~Mr. ~~The~~Redmond’s ~~Notes~~decision ~~bear~~not interest at a rate of 5.625% per annum and were priced at 100% of par. The Company will pay interest on the Notes on January 15 and July 15 of each year commencing on January 15, 2026. The Notes will mature on July 15, 2030. The Notes are redeemable, in whole or in part, at any time on or after July 15, 2027 at the redemption prices specified in the Indenture plus accrued and unpaid interest, if any, to, ~~but~~seek ~~excluding,~~re-election ~~the~~was ~~redemption~~due ~~date. Prior~~ to ~~July~~any ~~15,~~disagreement ~~2027,~~with the Company ~~may~~on ~~redeem some or all of the Notes at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if~~ any, ~~to,~~matter ~~but~~relating ~~excluding, the redemption date, plus a “make-whole” premium as specified in the Indenture. In addition, prior~~ to ~~July 15~~operations, ~~2027~~policies, ~~the~~or ~~Company may redeem up to 40% of the aggregate principal amount of the Notes with an amount not to exceed the net cash proceeds from certain equity offerings at the redemption price of 105~~practices.625% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The Notes are senior unsecured obligations of the Company and rank equally in right of payment with existing and future senior indebtedness of the Company and the Guarantors.

~~The~~On ~~Indenture~~September ~~requires that~~29, ~~upon the occurrence of a Change of Control (as defined in the Indenture)~~2025, the Company ~~shall~~issued ~~offer to purchase all of the outstanding Notes at~~ a ~~purchase~~press ~~price~~release inregarding ~~cash~~Messrs. ~~equal~~Sorte’s ~~to 101% of the outstanding principal amount of the Notes, plus accrued~~ and ~~unpaid~~Redmond’s ~~interest,~~resignations iffrom ~~any, to, but excluding,~~ the ~~purchase date. If the Company or certain of its subsidiaries dispose of assets~~Board, ~~under~~which ~~certain~~is ~~circumstances,~~attached ~~the Company will be required~~ to ~~either~~this ~~invest~~Current ~~the~~Report ~~net~~on ~~cash~~Form ~~proceeds from such assets sales in its business within a specified period of time, repay certain senior secured debt or debt of its non~~8-~~Guarantor~~K ~~subsidiaries,~~as orExhibit ~~make~~99.1 anand ~~offer~~is toincorporated ~~purchase~~by areference ~~principal amount of the Notes equal to the excess net cash proceeds at a purchase price of 100% of their principal amount, plus accrued and unpaid interest~~herein.

~~The~~Item Indenture contains covenants that, among other things, restrict the ability of the Company and the Guarantors to incur liens on assets; merge or consolidate with another company or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the Company’s assets or engage in Sale and Leaseback Transactions (as defined in the Indenture)9. Certain of the covenants will not apply to the Notes so long as the Notes have investment grade ratings from two specified rating agencies and no event of default has occurred and is continuing under the Indenture01. Exhibits.

The Indenture includes customary events of default, including failure to make payment, failure to comply with the obligations set forth in the Indenture, certain defaults on certain other indebtedness, certain events of bankruptcy, insolvency or reorganization, and invalidity of the guarantees of the Notes issued pursuant to the Indenture.

The foregoing description of the Notes and the Indenture is qualified in its entirety by reference to the Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation.

The information in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
4.1			Indenture, dated July 2, 2025, by and among Vail Resorts, Inc., the Guarantors named therein and U.S. Bank Trust Company, National Association, as Trustee.
99.1			Press Release, dated September 29, 2025, Vail Resorts Announces Board of Directors Transitions.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

		Vail Resorts, Inc.
Date: July 2, 2025	By:	/s/ Angela A. Korch
Date: September 29, 2025	By:	/s/ Julie A. DeCecco
		Angela A. Korch
		Julie A. DeCecco
		Executive Vice President and Chief Financial Officer
		Executive Vice President, General Counsel and Chief Public Affairs Officer

Filing Compare · VAIL RESORTS INC