Brown Michael Dean 4

What Happened
Michael Dean Brown, President & CEO of Travel & Leisure Co. (TNL), exercised stock options and immediately sold the resulting shares under a pre-established Rule 10b5-1 plan. On April 14, 2026 he exercised 8,910 options at a $44.38 strike (cost $395,426) and sold those 8,910 shares at a weighted average price of $79.02 for proceeds of $704,068. On April 15, 2026 he exercised 2,612 options at $44.38 (cost $115,921) and sold those 2,612 shares at a weighted average price of $79.00 for proceeds of $206,348. In total he exercised 11,522 options (total exercise cost $511,347) and sold 11,522 shares for roughly $910,416.

Key Details

• Transaction dates: 2026-04-14 and 2026-04-15 (report filed 2026-04-16). Filing appears timely.
• Exercises (code M): 8,910 shares @ $44.38 on 4/14; 2,612 shares @ $44.38 on 4/15.
• Open-market sales (code S): 8,910 shares on 4/14 at weighted avg $79.02 (sales ranged $79.00–79.120 per F3); 2,612 shares on 4/15 at weighted avg $79.00 (sales ranged $79.00–79.020 per F4).
• Aggregate proceeds from sales ≈ $910,416; aggregate exercise cash paid ≈ $511,347.
• Derivative entries at $0.00 reflect the options being exercised/converted (the option instruments were disposed upon exercise).
• Transactions were executed under a Rule 10b5-1 plan adopted November 25, 2025 (F1).
• Options were originally granted March 7, 2019 and vested per the plan (F6).
• The filing references previously reported common shares and RSUs (F2, F5); this Form 4 does not list the total shares owned after the transactions.

Context
This was an option exercise followed by immediate sale (a cashless-type outcome) under a 10b5-1 plan, which is a common way executives lock in gains while following pre-set trading rules. Sales under a 10b5-1 plan are generally considered routine and pre-planned; they do not necessarily indicate a change in the CEO’s view on the company.