Sec Form 3 Filing - Rock William @ VAIL RESORTS INC - 2023-05-01

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Rock William 2. Issuer Name and Ticker or Trading Symbol VAIL RESORTS INC [ MTN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, Mountain Division (Last) (First) (Middle) C/O VAIL RESORTS, INC., 390 INTERLOCKEN CRESCENT 3. Date of Earliest Transaction (MM/DD/YY) 05/01/2023 (Street) BROOMFIELD, CO80021 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 5,589 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Share Appreciation Right $ 107.42 ( 1 ) 09/25/2025 Common Stock 6,337 D Share Appreciation Right $ 160.56 ( 2 ) 09/23/2026 Common Stock 4,419 D Share Appreciation Right $ 228.04 ( 3 ) 09/27/2027 Common Stock 3,041 D Share Appreciation Right $ 286.13 ( 4 ) 09/27/2028 Common Stock 2,475 D Share Appreciation Right $ 236.15 ( 5 ) 09/25/2029 Common Stock 4,288 D Share Appreciation Right $ 225.26 ( 6 ) 09/25/2030 Common Stock 4,774 D Share Appreciation Right $ 351.85 ( 7 ) 09/24/2031 Common Stock 2,528 D Share Appreciation Right $ 213.55 ( 8 ) 09/29/2032 Common Stock 4,682 D Restricted Share Unit $ 0 ( 9 ) ( 9 ) Common Stock 114 D Restricted Share Unit $ 0 ( 10 ) ( 10 ) Common Stock 491 D Restricted Share Unit $ 0 ( 11 ) ( 11 ) Common Stock 1,344 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rock William C/O VAIL RESORTS, INC. 390 INTERLOCKEN CRESCENT BROOMFIELD, CO80021 President, Mountain Division Signatures /s/ David Shapiro, Attorney-in-Fact for William Rock 05/11/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 25, 2015, Reporting Person was granted 6,337 Share Appreciation Rights, which vest in three equal annual installments commencing on the first anniversary of the grant date. ( 2 )On September 23, 2016, Reporting Person was granted 4,419 Share Appreciation Rights, which vest in three equal annual installments commencing on the first anniversary of the grant date. ( 3 )On September 27, 2017, Reporting Person was granted 3,041 Share Appreciation Rights, which vest in three equal annual installments commencing on the first anniversary of the grant date. ( 4 )On September 27, 2018, Reporting Person wa s granted 2,475 Share Appreciation Rights, which vest in three equal annual installments commencing on the first anniversary of the grant date. ( 5 )On September 25, 2019, Reporting Person was granted 4,288 Share Appreciation Rights, which vest in three equal annual installments commencing on the first anniversary of the grant date. ( 6 )On September 25, 2020, Reporting Person was granted 4,774 Share Appreciation Rights, which vest in three equal annual installments commencing on the first anniversary of the grant date. ( 7 )On September 24, 2021, Reporting Person was granted 2,528 Share Appreciation Rights, which vest in three equal annual installments commencing on the first anniversary of the grant date. ( 8 )On September 29, 2022, Reporting Person was granted 4,682 Share Appreciation Rights, which vest in three equal annual installments commencing on the first anniversary of the grant date. ( 9 )On September 25, 2020, Reporting Person was granted 342 Restricted Share Units, which vest in three equal annual installments commencing on the first anniversary of the grant date. On September 25, 2021, 114 shares vested of which 33 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 81 shares were issued. On September 25, 2022, 114 shares vested of which 33 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 81 shares were issued. ( 10 )On September 24, 2021, Reporting Person was granted 736 Restricted Share Units, which vest in three equal annual installments commencing on the first anniversary of the grant date. On September 24, 2022, 245 shares vested of which 71 shares were withheld in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith and 174 shares were issued. ( 11 )On September 29, 2022, Reporting Person was granted 1,344 Restricted Share Units, which vest in three equal annual installments commencing on the first anniversary of the grant date.

Remarks: Exhibit List: Exhibit 24 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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