What changed in this filing

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Item 9A. Controls and Procedures

2024-02-29 compared with 2023-03-01 · 74 added, 97 removed, 228 unchanged (43% of the section changed)

10 unchanged sentences

Also, projections of any evaluation of effectiveness of controls and procedures to future periods are subject to the risk that the controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the controls and procedures may have deteriorated.

In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this annual report, an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures.

(“Diamond”), which we acquired on August 2, 2021.

Specifically, Diamond, which was privately owned prior to our acquisition and, accordingly, not a reporting company under the Exchange Act, did not adequately identify, design and implement the process-level controls for its significant processes that are necessary for compliance with the requirements for reporting companies pursuant to the Exchange Act and Diamond did not have appropriate information technology controls for its information technology systems or such controls did not operate for a sufficient period of time prior to the assessment date.

These deficiencies neither pertained to, nor impacted, any of the processes, controls or procedures related to the historical business of the Company outside of Diamond.

Additionally, there were no identified material misstatements to our current year financial statements, no restatements of prior period financial statements and no changes in previously released financial results required as the result of these control deficiencies.

Notwithstanding the identified material weakness, management, including our Chief Executive Officer and Chief Financial Officer, believes the consolidated financial statements included in this Annual Report on Form 10-K fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S.

Generally Accepted Accounting Principles (“U.S.

Remediation of Previously Reported Material Weakness

As previously reported in our Annual Report on Form 10-K for the year ended December 31, 2022, we had identified a material weakness in internal control over financial reporting related Dakota Holdings, Inc.

(the “Diamond”), which we acquired in August 2021.

Specifically, we had concluded that Diamond did not adequately identify, design and implement the process-level controls for its significant processes that are necessary for compliance with the requirements for reporting companies pursuant to the Exchange Act and Diamond did not have appropriate information technology controls for its information technology systems or such controls did not operate for a sufficient period of time prior to the assessment date.

While this material weakness did not result in any material misstatements to our financial statements for the year ended December 31, 2022, any restatements of prior period financial statements or any changes in or to previously released financial results required, since there was a reasonable possibility that it could have resulted in a material misstatement in our annual or interim consolidated financial statements that would not be detected, we determined that it constituted a material weakness.

Our management, under the oversight of the Audit Committee, fully remediated these deficiencies by enhancing and revising the design of existing financial reporting and information technology controls and procedures related to Diamond, as well as adding additional controls and processes.

As part of our remediation plan, we tested the applicable controls for a sufficient period of time and through such testing, our management has concluded that these controls were operating effectively as of December 31, 2023.

Additional Material Weakness

As of the end of the period covered by this Annual Report on Form 10-K, an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2023 due to a material weakness in internal control over financial reporting arising out of ineffectively designed general information technology controls over user access for an IT application used to initiate revenue and inventory transactions.

As a result, process-level automated controls and manual controls that are dependent on the completeness and accuracy of information derived from the affected IT application were also ineffective.

There were no identified material misstatements to our current year financial statements, no restatements of prior period financial statements and no changes in previously released financial results required as a result of these control deficiencies.

In addition, notwithstanding the identified material weakness, management, including our Chief Executive Officer and Chief Financial Officer, believes the consolidated financial statements included in this Annual Report on Form 10-K fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S.

Generally Accepted Accounting Principles.

Remediation Efforts to Address the Additional Material Weakness

Our management has commenced enhancing, and will continue to enhance, the user access control deficiencies.

This includes a comprehensive review of user access and levels across all software platforms, updating software as appropriate, updating and confirming appropriate user access levels, enhancing and revising the design of existing information technology controls and procedures, and adding additional controls and processes, as necessary.

The material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Management’s Report on Internal Control Over Financial Reporting

1 unchanged sentence

Management's report on internal control over financial reporting is incorporated in this Item 9A by reference.

Remediation Efforts to Address Material Weakness

Management has enhanced, and will continue to enhance, the risk assessment process and design and implementation of internal controls over financial reporting at Diamond.

This includes incorporating additional controls and processes, and enhancing and revising the design of existing financial reporting and information technology controls and procedures at Diamond.

Changes in Internal Control Over Financial Reporting

Other than with respect to the remediation efforts described above, there were no changes in our internal control over financial reporting during the fourth quarter of 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than with respect to the remediation efforts described above related to Diamond, there were no changes in our internal control over financial reporting during the fourth quarter of 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

29 unchanged sentences

001-37794) filed on July 7, 2021).

2.3 Agreement and Plan of Merger, dated as of November 5, 2023, by and among Hilton Grand Vacations Inc., Heat Merger Sub, Inc., and Bluegreen Vacations Holding Corporation (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37794) filed on November 7, 2023).

3.1 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.

7 unchanged sentences

001-37794) filed on March 2, 2020).

4.2 Rights Agreement, dated as of April 16, 2020, between Hilton Grand Vacations Inc.

and Equiniti Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37794) filed on April 16, 2020).

4.2 Indenture, dated June 4, 2021, among Hilton Grand Vacations Borrower Escrow, LLC, Hilton Grand Vacations Borrower Escrow, Inc., Hilton Grand Vacations Borrower LLC and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No.

14 unchanged sentences

001-37794) filed on April 7, 2022)

10.3(a) Receivables Loan Agreement, dated as of May 9, 2013, among Hilton Grand Vacations Trust I LLC, as borrower, Wells Fargo Bank, National Association, as paying agent and securities intermediary, the persons from time to time party thereto as conduit lenders, the financial institutions from time to time party thereto as committed lenders, the financial institutions from time to time party thereto as managing agents, and Deutsche Bank Securities, Inc., as administrative agent and structuring agent (incorporated by reference to Exhibit 10.7 to Hilton Worldwide Holdings Inc.’s Registration Statement on Form S-1 (No.

333-191110) filed on September 11, 2014).

10.3(b) Amendment No.

1 to Receivables Loan Agreement, effective as of July 25, 2013, among Hilton Grand Vacations Trust I LLC, as borrower, Wells Fargo Bank, National Association, as paying agent and securities intermediary, Deutsche Bank AG, New York Branch, as a committed lender and a managing agent, Montage Funding, LLC, as a conduit lender, Deutsche Bank Securities, Inc., as administrative agent, and Bank of America, N.A., as assignee (incorporated by reference to Exhibit 10.8 to Amendment No.

2 to Hilton Worldwide Holdings Inc.’s Registration Statement on Form S-1/A (No.

333-191110) filed on November 8, 2013).

10.3(c) Omnibus Amendment No.

2 to Receivables Loan Agreement, Amendment No.

1 to Sale and Contribution Agreement and Consent to Custody Agreement, effective as of October 25, 2013, among Hilton Grand Vacations Trust I LLC, as borrower, Grand Vacations Services LLC, as servicer, Hilton Resorts Corporation, as seller, Wells Fargo Bank, National Association, as custodian, the financial institutions signatory thereto, as managing agents, and Deutsche Bank Securities, Inc., as administrative agent (incorporated by reference to Exhibit 10.9 to Amendment No.

2 to Hilton Worldwide Holdings Inc.’s Registration Statement on Form S-1/A (No.

Second Amendment to Amended and Restated License Agreement, dated as of November 5, 2023, by and between Hilton Worldwide Holdings Inc.

and Hilton Grand Vacations, Inc.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Current on Form 8-K (File No.

001-37794) filed on November 7, 2023)

10.3(d) Amendment No.

3 to Receivables Loan Agreement, effective as of December 5, 2014, among Hilton Grand Vacations Trust I LLC, as borrower, Wells Fargo Bank, National Association, as paying agent and securities intermediary, Deutsche Bank AG, New York Branch, as a committed lender and a managing agent, Bank of America, N.A., as a committed lender and a managing agent, and Deutsche Bank Securities, Inc., as administrative agent (incorporated by reference to Exhibit 10.1 to Hilton Worldwide Holdings Inc.’s Current Report on Form 8-K (File No.

001-36243) filed on December 8, 2014).

10.3(e) Omnibus Amendment No.

4 to Receivables Loan Agreement and Amendment No.

2 to Sale and Contribution Agreement, effective as of August 18, 2016, among Hilton Grand Vacations Trust I LLC, as borrower, Hilton Resorts Corporation, as seller, Wells Fargo Bank, National Association, as paying agent and securities intermediary, the financial institutions signatory thereto, as managing agents, the financial institutions signatory thereto as committed lenders and Deutsche Bank Securities, Inc., as administrative agent (incorporated by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form 10-12B/A (File No.

001-37794) filed on September 16, 2016).

10.3(f) Amendment No.

5 to Receivables Loan Agreement, effective as of October 4, 2016, among Hilton Grand Vacations Trust I LLC, as borrower, Wells Fargo Bank, National Association, as paying agent and securities intermediary, Deutsche Bank AG, New York Branch, as a committed lender and a managing agent, Bank of America, N.A., as a committed lender and a managing agent, and Deutsche Bank Securities, Inc., as administrative agent (incorporated by reference to Exhibit 10.16 to the Registrant’s Registration Statement on Form 10-12B/A (File No.

001-37794) filed on October 25, 2016).

10.3(g) Amendment No.

6 to Receivables Loan Agreement and Assignment and Acceptance, effective as of December 14, 2016, among Hilton Grand Vacations Trust I LLC, as borrower, Wells Fargo Bank, National Association, as paying agent and securities intermediary, the financial institutions signatory thereto, as managing agents, the financial institutions signatory thereto as committed lenders and Deutsche Bank Securities, Inc., as administrative agent (incorporated by reference to Exhibit 10.37 to the Registrant’s amended Annual Report on Form 10-K/A (File No.

001-37794) filed on March 13, 2018).

10.3(h) Amendment No.

7 to Receivables Loan Agreement, effective as of April 19, 2017, among Hilton Grand Vacations Trust I LLC, as borrower, Wells Fargo Bank, National Association, as paying agent and securities intermediary, the financial institutions signatory thereto, as managing agents, the financial institutions signatory thereto as committed lenders and Deutsche Bank Securities, Inc., as administrative agent (incorporated by reference to Exhibit 10.38 to the Registrant’s amended Annual Report on Form 10-K/A (File No.

001-37794) filed on March 13, 2018).

10.3(i) Omnibus Amendment No.

8 to Receivables Loan Agreement and Amendment No.

3 to Sale and Contribution Agreement, effective as of March 9, 2018, by and among Hilton Grand Vacations Trust I LLC, as borrower, Hilton Resorts Corporation, as seller, Wells Fargo Bank, National Association, as paying agent and securities intermediary, the financial institutions signatory hereto as managing agents, the financial institutions signatory hereto as managing agents, the financial institutions signatory hereto as conduit lenders, the financial institution signatory hereto as committed lenders, and Deutsche Bank Securities, Inc., as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37794) filed on March 13, 2018).

10.3(j) Omnibus Amendment No.

9 to Receivables Loan Agreement, Amendment No.

4 to Sale And Contribution Agreement effective as of May 14, 2018 by and among Hilton Grand Vacations Trust I LLC, as borrower, Hilton Resorts Corporation, as seller, Wells Fargo Bank, National Association, as paying agent and securities intermediary, the financial institutions signatory thereto as managing agents, the financial institutions signatory thereto as conduit lenders, the financial institutions signatory thereto as committed lenders, and Deutsche Bank Securities, Inc., as administrative agent (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37794) filed on August 2, 2018).

10.3(k) Amendment No.

10 to Receivables Loan Agreement effective as of February 14, 2019 by and among Hilton Grand Vacations Trust I LLC, as borrower, the financial institutions signatory thereto as managing agents, the financial institutions signatory thereto as conduit lenders, the financial institutions signatory thereto as committed lenders and Deutsche Bank Securities, Inc., as administrative agent (incorporated by reference to Exhibit 10.9(k) to the Registrant’s Annual Report on Form 10-K (File No.

001-37794) filed on February 28, 2019).

10.3(l) Omnibus Amendment No.

11 to Receivables Loan Agreement and Amendment No.

5 to Sale and Contribution Agreement, effective as of April 25, 2019, by and among Hilton Grand Vacations Trust I LLC, as borrower, Hilton Resorts Corporation, as seller, the financial institutions signatory thereto as managing agents, the financial institutions signatory thereto as conduit lenders, the financial institutions signatory thereto as committed lenders, and Bank of America, N.A., as administrative agent and managing agent, and Wells Fargo Bank, National association as securities intermediary and paying agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37794) filed on April 25, 2019).

10.3(m) Omnibus Amendment No.

12 to Receivables Loan Agreement, effective as of September 19, 2019, by and among Hilton Grand Vacations Trust I LLC, as borrower, Hilton Resorts Corporation, as seller, the financial institutions signatory thereto as managing agents, the financial institutions signatory thereto as conduit lenders, the financial institutions signatory thereto as committed lenders, Bank of America, N.A., as administrative agent, and Wells Fargo Bank, National Association, as securities intermediary and paying agent.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37794) filed on October 31, 2019).

10.3(n) Omnibus Amendment No.

13 to Receivables Loan Agreement, effective as of January 17, 2020, by and among Hilton Grand Vacations Trust I LLC, as borrower, Hilton Resorts Corporation, the financial institutions signatory thereto as managing agents, the financial institutions signatory thereto as conduit lenders, the financial institutions signatory thereto as committed lenders, Bank of America, N.A., as administrative agent, and Wells Fargo Bank, National Association as securities intermediary and paying agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37794) filed on April 30, 2020).

10.3(o) Omnibus Amendment No.

14 to Receivables Loan Agreement and Amendment No.

6 to Sale and Contribution Agreement, effective as of April 22, 2020, by and among Hilton Grand Vacations Trust I LLC, as borrower, the financial institutions signatory thereto as managing agents, the financial institutions signatory thereto as conduit lenders, the financial institutions signatory thereto as committed lenders, and Bank of America, N.A., as administrative agent and Wells Fargo Bank, National Association, as paying agent and securities intermediary (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37794) filed on April 28, 2020).

10.3(p) Omnibus Amendment No.

15 to Receivables Loan Agreement and Amendment No.

7 to Sale and Contribution Agreement, effective as of May 8, 2020, by and among Hilton Grand Vacations Trust I LLC, as borrower, the financial institutions signatory thereto as managing agents, the financial institutions signatory thereto as conduit lenders, the financial institutions signatory thereto as committed lenders, and Bank of America, N.A., as administrative agent and Wells Fargo Bank, National Association, as paying agent and securities intermediary (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.

001-37794) filed on May 12, 2020).

10.3(q) Omnibus Amendment No.

16 to Receivables Loan Agreement, Amendment No.

8 to the Sale and Contribution Agreement, and Amendment No.

1 to the Servicing Agreement, effective as of August 14, 2020, by and among Hilton Grand Vacations Trust I LLC, as borrower, Hilton Resorts Corporation, as seller, Grand Vacations Services LLC, as servicer, the financial institutions signatory thereto as managing agents, the financial institutions signatory thereto as conduit lenders, the financial institutions signatory thereto as committed lenders, Bank of America, N.A., as administrative agent, and Wells Fargo Bank, National Association, as paying agent, securities intermediary and backup servicer (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37794) filed on August 17, 2020.

10.3(r) Amendment No.

17 to Receivables Loan Agreement, effective as of December 18, 2020, by and among Hilton Grand Vacations Trust I LLC, as borrower, the financial institutions signatory thereto as managing agents, the financial institutions signatory thereto as conduit lenders, the financial institutions signatory thereto as committed lenders and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37794) filed on April 29, 2021.

10.3(s) Amendment No.

18 to Receivables Loan Agreement, effective as of March 22, 2021, by and among Hilton Grand Vacations Trust I LLC, as borrower, the financial institutions signatory thereto as managing agents, the financial institutions signatory thereto as conduit lenders, the financial institutions signatory thereto as committed lenders and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37794) filed on April 29, 2021.

10.3(t) Omnibus Amendment No.

19 to Receivables Loan Agreement, Amendment No.

9 to Sale and Contribution Agreement and Amendment No.

1 to Custody Agreement, effective as of October 27, 2021, by and among Hilton Grand Vacations Trust I LLC, as borrower, Grand Vacations Services LLC, as servicer, Hilton Resorts Corporation, as Seller, the financial institutions signatory thereto as managing agents, the financial institutions signatory thereto as conduit lenders, the financial institutions signatory thereto as committed lenders and Bank of America, N.A., as administrative agent ( incorporated by reference to Exhibit 10.4(t) to the Registrant’s Annual Report on Form 10-K (File No.

001-37794) filed on March 1, 2022) .

10.3(u) Amendment No.

20 to Receivables Loan Agreement, effective as of December 16, 2021, by and among Hilton Grand Vacations Trust I LLC, as borrower, the financial institutions signatory thereto as managing agents, the financial institutions signatory thereto as conduit lenders, the financial institutions signatory thereto as committed lenders and Bank of America, N.A., as administrative agent ( incorporated by reference to Exhibit 10.4(u) to the Registrant’s Annual Report on Form 10-K (File No.

001-37794) filed on March 1, 2022 ) .

10.3(v) Amended and Restated Receivables Loan Agreement, dated as of May 3, 2022, among Hilton Grand Vacations Trust I LLC, as borrower, Wells Fargo Bank, National Association, as paying agent and securities intermediary, the persons from time to time party thereto as conduit lenders, the financial institutions from time to time party thereto as committed lenders, the financial institutions from time to time party thereto as managing agents, and Bank of America, N.A., as administrative agent and structuring agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

Amended and Restated Receivables Loan Agreement, dated as of May 3, 2022, among Hilton Grand Vacations Trust I LLC, as borrower, Wells Fargo Bank, National Association, as paying agent and securities intermediary, the persons from time to time party thereto as conduit lenders, the financial institutions from time to time party thereto as committed lenders, the financial institutions from time to time party thereto as managing agents, and Bank of America, N.A., as administrative agent and structuring agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37794 ) filed on May 4, 2022).

First Amendment to Amended and Restated Receivables Loan Agreement, effective as of August 8, 2023, by and among Hilton Grand Vacations Trust I LLC as Borrower, the financial institutions signatory thereto as Managing Agents, the financial institutions signatory thereto as Conduit Lenders, the financial institutions signatory thereto as Committed Lenders, Bank of America, N.A.

as Administrative Agent and Structuring Agent, and Computershare Trust Company N.A.

as Securities Intermediary, Paying Agent, Backup Servicer and Custodian (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly on Form 10-Q (File No.

001-37794) filed on November 6, 2023).

10.4(a)† Hilton Grand Vacations Inc.

31 unchanged sentences

10.8 Hilton Grand Vacations Inc.

Employee Stock Purchase Plan , a mended and restated as of November 1, 2022 .

Employee Stock Purchase Plan, amended and restated as of November 1, 2022 (incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K (File No.

001-37794) filed on March 1, 2023).

10.9(a)† Form of Restricted Stock Unit Agreement under Hilton Grand Vacations Inc.

21 unchanged sentences

001-37794) filed on May 16, 2018).

Form of Nonqualified Stock Option Agreement (for the CEO) under Hilton Grand Vacations Inc.

2017 Omnibus Incentive Plan.

(incorporated by reference to Exhibit 10.2 to the Registrant’s amended Quarterly Report on Form 10-Q (File No.

001-37794) filed on April 27, 2023).

Form of Nonqualified Stock Option Agreement (for all participants other than CEO) under Hilton Grand Vacations Inc.

2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s amended Quarterly Report on Form 10-Q (File No.

001-37794) filed on April 27, 2023).

10.11(a)† Form of Performance and Service Based Restricted Stock Unit Agreement (for use for all named executive officers other than Mr.

51 unchanged sentences

0001-37794) filed on December 20, 2021).

Amendment No.

2 to the Credit Agreement, dated as of May 31, 2023, by and among Hilton Grand Vacations Borrower LLC, Bank of America, N.A., as administrative agent, an L/C Issuer and the Swing Line Lender and the Revolving Credit Lenders.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 10-Q (File No.

001-37794) filed on August 3, 2023).

Amendment No.

3 to the Credit Agreement, dated as of October 6, 2023 by and among Hilton Grand Vacations Bo r rower LLC, Hilton Grand Vacations Parent LLC, the guarantors party thereto, Bank of America N.A, as administrative agent and the Term Lenders party thereto.

10.18† Hilton Grand Vacations Inc.

1 unchanged sentence

001-37794) filed on November 8, 2021).

Hilton Grand Vacations Inc.

Incentive Program (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37794) filed on March 10, 2023).

Hilton Grand Vacations Inc.

2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No.

001-37794) filed on May 3, 2023).

Form of Restricted Stock Unit Agreement Under Hilton Grand Vacations Inc.

2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37794) filed on August 3, 2023).

Form of Restricted Stock Unit Agreement for Chief Executive Officer Under Hilton Grand Vacations Inc.

2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37794) filed on August 3, 2023).

Form of Restricted Stock Unit Agreement for Non-Employee Directors under the Hilton Grand Vacations Inc.

2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37794) filed on August 3, 2023).

Form of Performance and Service-Based Restricted Stock Unit Agreement under the Hilton Grand Vacations Inc.

2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37794) filed on August 3, 2023).

Form of Performance and Service-Based Restricted Stock Unit Agreement for the Chief Executive Officer under the Hilton Grand Vacations Inc.

2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37794) filed on August 3, 2023).

Form of Nonqualified Stock Option Agreement under the Hilton Grand Vacations Inc.

2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37794) filed on August 3, 2023).

Form of Nonqualified Stock Option Agreement for the Chief Executive Officer under the Hilton Grand Vacations Inc.

2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37794) filed on August 3, 2023).

21.1* Subsidiaries of the Registrant.

8 unchanged sentences

Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Incentive Compensation Clawback Policy.

101.NS*** Inline XBRL Instance Document

9 unchanged sentences

† Denotes management contract or compensatory plan or arrangement.

# Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules have been omitted.

HGV agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 1 st day of March 2023.

HILTON GRAND VACATIONS INC.

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on this 1 st day of March 2023.

Signature Title

19 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures