What the changes say
- AI adoption, outsourcing and shared services create new operational, privacy and execution risks.
- Activist investors nominated five directors for the 2026 annual meeting.
- RET targets increased to $110 million annualized Fiscal 2027 efficiencies plus approximately $25 million in Fiscal 2028.
- Debt remains $3.2 billion, with higher term-loan borrowings, $180 million revolver usage and changed maturities.
What changed since the prior 10-K
New
- NewRisks Related to Our Business
We are increasingly incorporating AI technologies into our business operations, which creates new and evolving risks that could adversely affect our business and reputation
AI models could produce inaccurate or biased outputs, expose personal or proprietary data, be misused, or fail to deliver expected benefits.
- NewRisks Related to Our Business
National Forest System lands
Forest Service permit termination, approval delays or higher fees could disrupt resort operations and limit National Forest expansion.
- NewRisks Related to Our Business
We may not realize the anticipated benefits of our RET plan, and our efforts to improve organizational effectiveness — including through outsourcing, global shared services, and the increasing use of artificial intelligence and other technologies — may disrupt our operations and adversely affect our business
The RET plan’s outsourcing, global shared services and AI-driven automation could disrupt operations or fail to deliver targeted efficiencies.
- NewRisks Related to Our Business
We are exposed to foreign currency exchange rate fluctuations and our use of hedging instruments may not fully mitigate our exposure to these fluctuations and could adversely affect our results of operations and financial condition
Currency movements affecting Canadian, Australian and Swiss operations could hurt results, while hedges may not fully offset exposure.
- NewRisks Relating to Ownership of our Common Stock
Activist stockholders could cause our business to incur significant expense, hinder execution of our business strategy and impact our stock price as a result of a threatened proxy contest or other actions
Activist campaigns, including five director nominations for 2026, could increase costs, disrupt strategy, change governance or pressure the stock price.
Dropped
- DroppedRisks Related to Our Business
Any resource efficiency transformation initiatives that we undertake may not deliver the results we expect
- DroppedRisks Related to Our Business
Exchange rate fluctuations could result in significant foreign currency gains and losses and affect our business results
Reworded
- 89% rewrittenRisks Related to Our Business
We rely on various government permits and landlord approvals at our U.S. resorts
The provided current-year excerpt ends before the National Forest permit details, so no substantive change is identifiable.
- 51% rewrittenRisks Related to Our Business
We rely on information technology to operate our businesses and maintain our competitiveness, and any failure to adapt to technological developments or industry trends, including the usage of AI technologies, could harm our business or competitive position
The risk now specifically includes AI-supported or third-party technology, alongside existing information-technology and cybersecurity dependence.
Was: We rely on information technology to operate our businesses and maintain our competitiveness, and any failure to adapt to technological developments or industry trends could harm our business or competitive position
- 28% rewrittenRisks Relating to Ownership of our Common Stock
Our indebtedness could adversely affect our financial condition and our ability to operate our business, to react to changes in the economy or our industry, to fulfill our obligations under our various notes, to pay our other debts, and could divert our cash flow from operations for debt payments
Debt composition changed: term-loan debt rose from $910.5 million due 2029 to $1,243.1 million due 2030, $180 million of revolver borrowings appeared, and Canyons lease obligations rose to $380.5 million.
- 26% rewrittenRisks Related to Our Business
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 risk now highlights ongoing My Epic App enhancements and growing AI usage as added compliance-cost, litigation and marketing concerns.
Was: Changes in 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
- 25% rewrittenRisks Related to Our Business
We may be adversely impacted by the effects of high or prolonged inflation and elevated interest rates
The wording was streamlined, removing the explicit reference to elevated interest rates from the explanatory text.
- 22% rewrittenRisks Related to Our Business
We may not be able to hire, train, reward and retain adequate team members and determine and maintain adequate staffing, including our seasonal workforce, which may impact labor costs and our ability to achieve our operating, growth and financial objectives
The wording was streamlined by combining seasonal-workforce staffing language without changing the underlying hiring and retention risk.
- 21% rewrittenRisks Related to Our Business
Pandemics and public health emergencies could materially disrupt our business and negatively impact our results of operations, cash flows and financial condition
The COVID-19 example was removed, and the current text adds that a pandemic would heighten and exacerbate other risks.
All 35 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business
- 01We are subject to the risk of prolonged weakness in general market and macroeconomic conditions including adverse effects on the overall travel and leisure related industries
- 02We may be adversely impacted by the effects of high or prolonged inflation and elevated interest rates25% rewritten
- 03We are vulnerable to unfavorable weather conditions and the impact of natural disasters
- 04We are increasingly incorporating AI technologies into our business operations, which creates new and evolving risks that could adversely affect our business and reputationNew
- 05Our Epic Coverage program may require us to provide significant refunds to our pass product holders, which would result in reduced revenue and could also expose us to the risk of customer complaints and negative perception about our pass products
- 06Leisure travel is particularly susceptible to various factors outside of our control, including terrorism, the uncertainty of military and geopolitical conflicts, the cost and availability of travel options and changing consumer preferences or willingness to travel
- 07Pandemics and public health emergencies could materially disrupt our business and negatively impact our results of operations, cash flows and financial condition21% rewritten
- 08Cyberattacks or other interruptions to or disruption of our information technology systems and services could disrupt our business
- 09Failure to maintain the integrity and security of our internal, employee or guest data could result in damages to our reputation and subject us to costs, fines or lawsuits
- 10Our business is highly seasonal
- 11We face significant competition
- 12The high fixed cost structure of mountain resort operations can result in significantly lower margins if revenues decline
- 13We may not be able to fund capital expenditures, accurately identify the need for, or anticipate the timing of certain capital expenditures, which may adversely impact our business
- 14Any inability to generate sufficient cash flows from operations or to obtain adequate third-party financing could cause us to delay or abandon certain projects and/or plans
- 15A disruption in our water supply would impact our snowmaking capabilities and operations
- 16We rely on various government permits and landlord approvals at our U.S. resorts89% rewritten
- 17National Forest System landsNew
- 18We rely on foreign government leases and landlord approvals, and are subject to certain related laws and regulations, at our international resorts
- 19We may not realize the anticipated benefits of our RET plan, and our efforts to improve organizational effectiveness — including through outsourcing, global shared services, and the increasing use of artificial intelligence and other technologies — may disrupt our operations and adversely affect our businessNew
- 20We are subject to extensive environmental and health and safety laws and regulations in the ordinary course of business
- 21Changes 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 effectively26% rewritten
- 22We rely on information technology to operate our businesses and maintain our competitiveness, and any failure to adapt to technological developments or industry trends, including the usage of AI technologies, could harm our business or competitive position51% rewritten
- 23We may not be able to hire, train, reward and retain adequate team members and determine and maintain adequate staffing, including our seasonal workforce, which may impact labor costs and our ability to achieve our operating, growth and financial objectives22% rewritten
- 24Our acquisitions might not be successful
- 25We are subject to additional risks with respect to our current and potential international operations and properties
- 26We are exposed to foreign currency exchange rate fluctuations and our use of hedging instruments may not fully mitigate our exposure to these fluctuations and could adversely affect our results of operations and financial conditionNew
- 27We are subject to tax laws and regulations in multiple jurisdictions, and changes to those laws and regulations or interpretations thereof or adverse determinations by tax authorities may adversely affect us
Risks Relating to Ownership of our Common Stock
- 28We cannot provide assurance that we will pay dividends, or if paid, that dividend payments will be consistent with historical levels
- 29Our indebtedness could adversely affect our financial condition and our ability to operate our business, to react to changes in the economy or our industry, to fulfill our obligations under our various notes, to pay our other debts, and could divert our cash flow from operations for debt payments28% rewritten
- 30The terms of any future indebtedness we may incur could include more restrictive covenants. We may not be able to maintain compliance with our financial covenants in the future and, if we fail to do so, we may not be able to obtain waivers from the lenders and/or amend the covenants
- 31We may not continue to repurchase our common stock pursuant to our share repurchase program, and any such repurchases may not enhance long-term stockholder value. Share repurchases could also increase the volatility of the price of our common stock and could diminish our cash reserves
- 32Activist stockholders could cause our business to incur significant expense, hinder execution of our business strategy and impact our stock price as a result of a threatened proxy contest or other actionsNew
General Risk Factors
- 33We are subject to litigation in the ordinary course of business
- 34We are subject to complex and evolving accounting regulations and use certain estimates and judgments that may differ significantly from actual results
- 35Anti-takeover provisions affecting us could prevent or delay a change of control that is beneficial to our stockholders
Other Vail Resorts 10-Ks
- FY2025 10-K risk factors32 risks7 reworded
Vail Resorts updated its risk disclosures primarily with updated financial share repurchases figures, minor wording tweaks on permits, and clarified data security practices.
Filed Sep 29, 2025 - FY2024 10-K risk factors32 risks
Vail Resorts faces core risks from weather dependency, high fixed operating costs, and seasonal cash flow fluctuations. The company relies heavily on government permits, water access, and customer pass programs like Epic Coverage. International acquisitions add foreign currency and geopolitical complexities.
Filed Sep 26, 2024
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.