What changed in this filing

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Item 1. Financial Statements

2025-07-31 compared with 2025-05-01 · 290 added, 152 removed, 820 unchanged (35% of the section changed)

3 unchanged sentences

(in millions, except share and per share data)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Cash and cash equivalents $ 269 $ 328

23 unchanged sentences

300,000,000 authorized shares, none

issued or outstanding as of March 31, 2025 and December 31, 2024

issued or outstanding as of June 30, 2025 and December 31, 2024

Common stock, $ 0.01 par value;

3,000,000,000 authorized shares,

93,445,262 shares issued and outstanding as of March 31, 2025, and

89,458,267 shares issued and outstanding as of June 30, 2025, and

96,720,179 shares issued and outstanding as of December 31, 2024

10 unchanged sentences

(in millions, except per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Sales of VOIs, net $ 469 $ 471 $ 847 $ 909

Fee-for-service commissions, package sales and other fees

165 167 307 312

Financing 126 102 251 206

18 unchanged sentences

Other gain (loss), net

Loss before income taxes

4 ( 3 ) 10 ( 8 )

Income (loss) before income taxes

43 7 37 ( 6 )

Income tax (expense) benefit ( 15 ) ( 3 ) ( 21 ) 8

Net income attributable to noncontrolling interest

Net loss attributable to stockholders

Net income (loss) attributable to stockholders

$ 25 $ 2 $ 8 $ ( 2 )

Loss per share attributable to stockholders:

Earnings (loss) per share attributable to stockholders:

Basic $ 0.26 $ 0.02 $ 0.09 $ ( 0.02 )

2 unchanged sentences

HILTON GRAND VACATIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(in millions)

Three Months Ended March 31,

Net loss $ ( 12 ) $ ( 2 )

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net income $ 28 $ 4 $ 16 $ 2

Derivative instrument adjustments, net of tax ( 4 ) ( 1 ) ( 10 ) 3

Foreign currency translation adjustments, net of tax 6 ( 9 ) 5 ( 15 )

Other comprehensive loss, net of tax

Other comprehensive income (loss), net of tax

2 ( 10 ) ( 5 ) ( 12 )

Comprehensive income attributable to noncontrolling interest 3 2 8 4

Comprehensive loss attributable to stockholders

Comprehensive income (loss) attributable to stockholders

$ 27 $ ( 8 ) $ 3 $ ( 14 )

3 unchanged sentences

(in millions)

Three Months Ended March 31,

Six Months Ended June 30,

Operating Activities

$ ( 12 ) $ ( 2 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 126 130

21 unchanged sentences

Software capitalization costs ( 37 ) ( 20 )

Other — ( 1 )

Net cash used in investing activities ( 66 ) ( 1,482 )

5 unchanged sentences

Payment of debt issuance costs

( 13 ) ( 51 )

Repurchase and retirement of common stock ( 300 ) ( 199 )

Payment of withholding taxes on vesting of restricted stock units ( 8 ) ( 21 )

Proceeds from employee stock plan purchases 8 5

Proceeds from stock option exercises 2 7

31 unchanged sentences

93 $ 1 $ 1,351 $ 238 $ ( 7 ) $ 148 $ 1,731

— — — 25 — 3 28

Activity related to share-based compensation

— — 24 — — — 24

Employee stock plan issuance — — 8 — — — 8

Foreign currency translation adjustments, net of tax

— — — — 6 — 6

Derivative instrument adjustments, net of tax — — — — ( 4 ) — ( 4 )

Repurchase and retirement of common stock ( 4 ) — ( 57 ) ( 96 ) — — ( 153 )

Balance as of June 30, 2025

89 $ 1 $ 1,326 $ 167 $ ( 5 ) $ 151 $ 1,640

See notes to unaudited condensed consolidated financial statements.

Common Stock Additional

15 unchanged sentences

105 $ 1 $ 1,467 $ 521 $ 15 $ 160 $ 2,164

— — — 2 — 2 4

Activity related to share-based compensation

— — 17 — — — 17

Employee stock plan issuance

— — 5 — — — 5

Foreign currency translation adjustments, net of tax — — — — ( 9 ) — ( 9 )

Derivative instrument adjustments, net of tax — — — — ( 1 ) — ( 1 )

Repurchase and retirement of common stock ( 3 ) — ( 33 ) ( 67 ) — — ( 100 )

Balance as of June 30, 2024

102 $ 1 $ 1,456 $ 456 $ 5 $ 162 $ 2,080

See notes to unaudited condensed consolidated financial statements.

4 unchanged sentences

(“Hilton Grand Vacations,” “we,” “us,” “our,” “HGV” or the “Company”) is a global timeshare company engaged in developing, marketing, selling, managing and operating timeshare resorts, timeshare plans and ancillary reservation services, primarily under the Hilton Grand Vacations brand.

On January 17, 2024 (“Bluegreen Acquisition Date”), we completed the acquisition of Bluegreen Vacations Holding Corporation (“Bluegreen”) (the “Bluegreen Acquisition”).

On January 17, 2024 (the “Bluegreen Acquisition Date”), we completed the acquisition of Bluegreen Vacations Holding Corporation (“Bluegreen”) (the “Bluegreen Acquisition”).

Our operations primarily consist of selling vacation ownership intervals and vacation ownership interests (collectively, “VOIs” or “VOI”) for us and third parties;

financing and servicing loans provided to consumers for their timeshare purchases;

financing and servicing loans provided to consumers for their VOI purchases;

operating resorts and timeshare plans;

and managing our clubs and exchange programs.

As of March 31, 2025, we had over 200 properties located in the United States (“U.S.”), Europe, Canada, the Caribbean, Mexico, and Asia.

and managing our exchange programs.

As of June 30, 2025, we had over 200 properties located in the United States (“U.S.”), Europe, Canada, the Caribbean, Mexico, and Asia.

A significant number of our properties and VOIs are concentrated in Florida, Europe, Hawaii, South Carolina, California, Arizona, Virginia, and Nevada.

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The determination of a controlling financial interest is based upon the terms of the governing agreements of the respective entities, including the evaluation of rights held by other interests.

If the entity is considered to be a variable interest entity (“VIE”), we determine whether we are the primary beneficiary and then consolidate those VIEs for which we have determined we are the primary beneficiary.

If the entity is considered to be a variable interest entity (“VIE”), we determine whether we are the primary beneficiary and then consolidate those VIEs for which we are the primary beneficiary.

If the entity in which we hold an interest does not meet the definition of a VIE, we evaluate whether we have a controlling financial interest through our voting interests in the entity.

We consolidate entities when we own more than 50% of the voting shares of a company or otherwise have a controlling financial interest, including Bluegreen/Big Cedar Vacations LLC (“Big Cedar”), a joint venture in which HGV is deemed to hold a controlling financial interest based on its 51 % equity interest, its active role as the day-to-day manager of its activities, and majority voting control of its management committee.

HGV acquired its equity interest in Big Cedar as part of the Bluegreen Acquisition.

We consolidate entities when we own more than 50% of the voting shares of a company or otherwise have a controlling financial interest, including Bluegreen/Big Cedar Vacations LLC (“Big Cedar”), a joint venture in which we are deemed to hold a controlling financial interest based on our 51 % equity interest, our active role as the day-to-day manager of its activities, and majority voting control of its management committee.

We acquired our equity interest in Big Cedar as part of the Bluegreen Acquisition.

All material intercompany transactions and balances have been eliminated in consolidation.

4 unchanged sentences

generally accepted accounting principles (“U.S.

Certain information and footnote disclosures normally included in financial statements presented in accordance with U.S.

Certain information and disclosures normally included in financial statements presented in accordance with U.S.

GAAP have been omitted in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”).

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ASU 2023-09 states that an entity must provide greater disaggregation of its effective tax rate reconciliation disclosure.

The ASU also states that an entity must separately disclose net cash taxes paid between federal, state, and foreign jurisdictions.

The ASU also states that an entity must separately disclose net cash paid for taxes between federal, state, and foreign jurisdictions.

The guidance is effective for fiscal years beginning

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The guidance should be applied either (1) prospectively or (2) retrospectively to any or all prior periods presented.

The impact of adoption of ASU 2024-03 is expected to impact disclosures only and not have an impact on our consolidated balance sheet and consolidated statement of income.

The adoption of ASU 2024-03 is expected to impact disclosures only and not have an impact on our consolidated balance sheet and consolidated statement of income.

BLUEGREEN ACQUISITION

1 unchanged sentence

We accounted for the Bluegreen Acquisition as a business combination and finalized our purchase price accounting as of December 31, 2024.

Please refer to our annual report on Form 10-K for additional information related to the Bluegreen Acquisition.

Please refer to our annual report on Form 10-K filed with the SEC on March 3, 2025 for additional information related to the Bluegreen Acquisition.

Pro Forma Results of Operations

2 unchanged sentences

Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the Bluegreen Acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations.

Three Months Ended March 31,

Six Months Ended June 30,

($ in millions) 2024

6 unchanged sentences

Business Segments for more information related to our segments.

($ in millions) Three Months Ended March 31,

($ in millions) Three Months Ended June 30, Six Months Ended June 30,

Real Estate Sales and Financing Segment 2025 2024 2025 2024

1 unchanged sentence

Fee-for-service commissions, package sales and other fees

165 167 307 312

Interest income 114 88 229 184

1 unchanged sentence

Real estate sales and financing segment revenues $ 760 $ 740 $ 1,405 $ 1,427

($ in millions) Three Months Ended March 31,

($ in millions) Three Months Ended June 30, Six Months Ended June 30,

Resort Operations and Club Management Segment 2025 2024 2025 2024

1 unchanged sentence

Resort management 113 104 224 207

180 181 354 350

Ancillary services 15 14 28 26

3 unchanged sentences

Receivables from Contracts with Customers, Contract Liabilities, and Contract Assets

Our accounts receivable that relate to our contracts with customers includes amounts associated with our contractual right to consideration for completed performance obligations and are settled when the related cash is received.

Our accounts receivable that relate to our contracts with customers include amounts associated with our contractual right to consideration for completed performance obligations and are settled when the related cash is received.

Accounts receivable are recorded when the right to consideration becomes unconditional and is only contingent on the passage of time.

2 unchanged sentences

The following table provides information on our contracts with customers which are included in Accounts receivable, net and Timeshare financing receivables, net , respectively, on our condensed consolidated balance sheets:

($ in millions) March 31, 2025 December 31, 2024

($ in millions) June 30, 2025 December 31, 2024

Receivables from contracts with customers:

5 unchanged sentences

The following table presents the composition of our contract liabilities:

($ in millions) March 31, 2025 December 31, 2024

($ in millions) June 30, 2025 December 31, 2024

Contract liabilities:

5 unchanged sentences

Other deferred revenue 38 35

(1) The balance includes $ 50 million and $ 52 million of bonus point incentive liabilities included in Accounts payable, accrued expenses and other on our condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024, respectively.

(1) The balance includes $ 53 million and $ 52 million of bonus point incentive liabilities included in Accounts payable, accrued expenses and other on our condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024, respectively.

This liability is for incentives from VOI sales and sales and marketing expenses in conjunction with our fee-for-service arrangements.

Revenue earned for the three months ended March 31, 2025, that was included in the contract liabilities balance at December 31, 2024, was approximately $ 101 million.

Revenue earned for the three and six months ended June 30, 2025, that was included in the contract liabilities balance at December 31, 2024, was approximately $ 57 million and $ 158 million, respectively.

Contract assets relate to incentive fees that can be earned for meeting certain targets on sales of VOIs at properties under our fee-for-service arrangements;

however, our right to consideration is conditional upon completing the requirements of the annual incentive fee period.

There were no contract assets as of March 31, 2025 and $ 3 million of contract assets as of December 31, 2024.

Contract assets were $ 1 million and $ 3 million as of June 30, 2025 and December 31, 2024, respectively.

Transaction Price Allocated to Remaining Performance Obligations

1 unchanged sentence

Our contracts with remaining performance obligations primarily include (i) sales of VOIs under construction, (ii) club activation fees paid at closing of a VOI purchase, (iii) customers’ advanced deposits on vacation packages and (iv) bonus points that may be redeemed in the future.

Deferred VOI sales primarily include the deferred revenues of sales associated with projects under construction and the sales of unacquired inventory.

Deferred VOI sales primarily include the deferred revenues of sales associated with projects under construction.

The following table presents the deferred revenue, deferred cost of VOI sales and deferred direct selling costs from sales of VOIs related to projects under construction:

($ in millions) March 31, 2025 December 31, 2024

($ in millions) June 30, 2025 December 31, 2024

Sales of VOIs, net $ 300 $ 92

1 unchanged sentence

Sales and marketing expense 48 13

During the three months ended March 31, 2025, we deferred $ 126 million of Sales of VOI, net, related to sales of projects under construction.

We expect to recognize the revenue, costs of VOI sales and direct selling costs related to the projects under construction as of March 31, 2025, upon their completion in 2026.

The following table includes the remaining transaction price related to Advanced deposits, Club activation fees and Bonus Points as of March 31, 2025:

During the six months ended June 30, 2025, we deferred $ 208 million of Sales of VOI, net related to projects under construction.

We expect to recognize the revenue, costs of VOI sales and direct selling costs related to the projects under construction as of June 30, 2025, upon their completion in 2026.

The following table includes the remaining transaction price related to our contract liabilities as of June 30, 2025:

($ in millions) Remaining

4 unchanged sentences

Upon redemption

Annual club dues

78 1 year Straight-line basis

Maintenance fees

25 1 year Straight-line basis

38 1 year Straight-line basis

ACCOUNTS RECEIVABLE

1 unchanged sentence

The following table represents our accounts receivable, net of allowance for credit losses:

($ in millions) March 31, 2025 December 31, 2024

($ in millions) June 30, 2025 December 31, 2024

Fee-for-service commissions $ 40 $ 48

6 unchanged sentences

We use delinquency status and economic factors such as credit quality indicators to monitor our receivables within the scope of ASC 326 and use these as a basis for how we develop our expected loss estimates.

The changes in our allowance were as follows during the three months ended March 31, 2025:

The changes in our allowance were as follows during the six months ended June 30, 2025:

($ in millions) Fee-for-service commissions

5 unchanged sentences

Write-offs charged against the allowance ( 5 ) ( 10 ) — ( 15 )

Balance as of March 31, 2025

Balance as of June 30, 2025

$ 23 $ 62 $ 14 $ 99

1 unchanged sentence

We define our timeshare financing receivables portfolio as (i) originated and (ii) acquired.

Our originated portfolio represents timeshare financing receivables that originated by the business that we acquired from Diamond Resorts International (“Diamond”), the business that we acquired from BRE Grand Islander Parent LLC (“Grand Islander”), and the business that we acquired from Bluegreen (“Bluegreen”) subsequent to each respective acquisition date and all HGV timeshare financing receivables.

Our originated portfolio represents timeshare financing receivables that originated by the business that we acquired from Diamond Resorts International (“Diamond”), the business that we acquired from BRE Grand Islander Parent LLC (“Grand Islander”), and the business that we acquired from Bluegreen subsequent to each respective acquisition date and all HGV timeshare financing receivables.

Our acquired portfolio includes all timeshare financing receivables acquired from Diamond (“Legacy-Diamond”), Grand Islander (“Legacy-Grand Islander”) and Bluegreen (“Legacy-Bluegreen”) that existed as of the respective acquisition dates.

1 unchanged sentence

Originated Acquired

($ in millions) March 31,

($ in millions) June 30,

2025 December 31,

2024 March 31,

2024 June 30,

2025 December 31,

7 unchanged sentences

(1) Includes amounts used as collateral to secure a non-recourse revolving timeshare receivable credit facility (“Timeshare Facility”) as well as amounts held as future collateral for securitization activities.

(2) Non-credit premium of $ 97 million was recognized at the Diamond Acquisition Date, of which $ 15 million and $ 16 million remained unamortized as of March 31, 2025 and December 31, 2024, respectively.

A non-credit premium of $ 2 million was recognized at the Grand Islander Acquisition Date of which $ 1 million remained unamortized as of December 31, 2024.

A non-credit premium of $ 76 million was recognized at the Bluegreen Acquisition Date, of which $ 38 million and $ 45 million remained unamortized as of March 31, 2025 and December 31, 2024, respectively.

As of March 31, 2025 and December 31, 2024, we had timeshare financing receivables of $ 796 million and $ 455 million, respectively, securing the Timeshare Facility.

In June 2025, we completed a securitization of approximately $ 300 million of gross timeshare financing receivables and issued approximately $ 166 million 4.88 % notes, $ 87 million of 5.18 % notes, and $ 47 million 5.52 % notes due May 2042.

The securitization transaction did not qualify as a sale and, accordingly, no gain or loss was recognized.

The transaction is considered a secured borrowing, and the notes from the transaction are presented as non-recourse debt.

The proceeds were used to pay down in part some of the existing debt and for other general corporate purposes.

Consolidated Variable Interest Entities and Note 11:

Debt and Non-recourse Debt for additional information on our securitizations.

As of June 30, 2025 and December 31, 2024, we had timeshare financing receivables of $ 1,027 million and $ 455 million, respectively, securing the Timeshare Facility.

For our originated portfolio, we record an estimate of variable consideration for defaults as a reduction of revenue from financed VOI sales at the time revenue is recognized.

2 unchanged sentences

We recognize interest income on our timeshare financing receivables as earned.

As of March 31, 2025 and December 31, 2024, respectively, we had interest receivable outstanding of $ 22 million on our originated timeshare financing receivables.

As of March 31, 2025 and December 31, 2024, we had interest receivable outstanding of $ 6 million and $ 7 million, respectively, on our acquired timeshare financing receivables.

Interest receivable is included in Other Assets within our unaudited condensed consolidated balance sheets.

As of June 30, 2025 and December 31, 2024, we had interest receivable outstanding of $ 22 million on our originated timeshare financing receivables.

As of June 30, 2025 and December 31, 2024, we had interest receivable outstanding of $ 6 million and $ 7 million, respectively, on our acquired timeshare financing receivables.

Interest receivable is included in Other Assets within our condensed consolidated balance sheets.

The interest rate charged on the notes correlates to the risk profile of the customer at the time of purchase and the percentage of the purchase that is financed, among other factors.

As of March 31, 2025, our originated timeshare financing receivables had interest rates ranging from 1.5 % to 25.8 %, a weighted-average interest rate of 15.0 %, a weighted-average remaining term of 8.6 years and maturities through 2040.

As of June 30, 2025, our originated timeshare financing receivables had interest rates ranging from 1.5 % to 25.8 %, a weighted-average interest rate of 15.0 %, a weighted-average remaining term of 8.7 years and maturities through 2040.

Our acquired timeshare financing receivables had interest rates ranging from 2.0 % to 25.0 %, a weighted-average interest rate of 15.0 %, a weighted-average remaining term of 6.4 years and maturities through 2040.

12 unchanged sentences

Inventory recoveries — 57

Balance as of March 31, 2025

Balance as of June 30, 2025

($ in millions) Originated

4 unchanged sentences

Inventory recoveries — 45

Balance as of March 31, 2024

Balance as of June 30, 2024

(1) For the Originated portfolio, this amount includes incremental provision for financing receivables losses, net of activity related to the repurchase of defaulted and upgraded timeshare financing receivables.

1 unchanged sentence

(2) The initial allowance determined for receivables with credit deterioration was $ 197 million as of the Bluegreen Acquisition Date.

We also reduced the initial allowance determined for receivables with credit deterioration for Legacy-Grand Islander by $ 6 million.

We also reduced the initial allowance determined for receivables with credit deterioration for Legacy-Grand Islander by $ 6 million during the first quarter of 2024.

(3) Represents the initial change in allowance resulting from upgrades of Acquired receivables.

1 unchanged sentence

Originated Timeshare Financing Receivables

Our originated timeshare financing receivables as of March 31, 2025 mature as follows:

Our originated timeshare financing receivables as of June 30, 2025 mature as follows:

Originated Timeshare Financing Receivables

8 unchanged sentences

Acquired Timeshare Financing Receivables with Credit Deterioration

Our acquired timeshare financing receivables were deemed to be purchased credit deteriorated financial assets.

Our acquired timeshare financing receivables were deemed to be purchased credit deteriorated (“PCD”) assets.

These notes receivable were initially recognized at their purchase price, represented by the acquisition date fair value, and subsequently “grossed-up” by our acquisition date assessment of the allowance for credit losses.

The difference over which par value of the acquired purchased credit deteriorated assets exceeds the purchase price plus the initial allowance for financing receivable losses is reflected as a non-credit premium and is amortized as a reduction to interest income under the effective interest method.

The difference over which par value of the acquired PCD assets exceeds the purchase price plus the initial allowance for financing receivable losses is reflected as a non-credit premium and is amortized as a reduction to interest income under the effective interest method.

The fair value of our acquired timeshare financing receivables as of each respective acquisition date was determined using a discounted cash flow method, which calculated a present value of expected future risk-adjusted cash flows over the remaining term of the respective timeshare financing receivables.

3 unchanged sentences

Subsequent changes to the allowance for acquired financing receivable losses are recorded within Financing expense on our unaudited condensed consolidated statements of income in the period in which the change occurs.

Our gross acquired timeshare financing receivables as of March 31, 2025 mature as follows:

Our gross acquired timeshare financing receivables as of June 30, 2025 mature as follows:

Acquired Timeshare Financing Receivables

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We use a technique referred to as static pool analysis as the basis for estimating expected defaults and determining our allowance for financing receivables losses on our timeshare financing receivables.

static pool analysis, we use several years of default data through which we stratify our portfolio using certain key dimensions to stratify our portfolio such as FICO scores and equity percentage at the time of sale.

For the static pool analysis, we use several years of default data through which we stratify our portfolio using certain key

dimensions to stratify our portfolio such as FICO scores and equity percentage at the time of sale.

The adequacy of the related allowance is determined by management through analysis of several factors, such as current and forward-looking economic conditions and industry trends, as well as the specific risk characteristics of the portfolio including assumed default rates, aging and historical write-offs of these receivables.

1 unchanged sentence

Our originated gross balances by average FICO score of our originated timeshare financing receivables were as follows:

March 31, 2025

June 30, 2025

($ in millions) HGV Diamond

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(1) Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.

The following table details our gross originated timeshare financing receivables by the origination year and average FICO score as of March 31, 2025:

The following table details our gross originated timeshare financing receivables by the origination year and average FICO score as of June 30, 2025:

Originated Timeshare Financing Receivables

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(1) Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.

As of March 31, 2025 and December 31, 2024, we had ceased accruing interest on originated timeshare financing receivables with an aggregate principal balance of $ 365 million and $ 323 million, respectively.

As of June 30, 2025 and December 31, 2024, we had ceased accruing interest on originated timeshare financing receivables with an aggregate principal balance of $ 378 million and $ 323 million, respectively.

The following tables detail an aged analysis of our gross timeshare receivables balance:

Originated - Securitized

March 31, 2025

June 30, 2025

($ in millions) HGV Diamond

6 unchanged sentences

Originated - Unsecuritized

March 31, 2025

June 30, 2025

($ in millions) HGV Diamond

25 unchanged sentences

Our gross balances by average FICO score of our acquired timeshare financing receivables were as follows:

March 31, 2025

June 30, 2025

($ in millions) Legacy-Diamond

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(1) Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.

The following tables detail our gross acquired timeshare financing receivables by the origination year and average FICO score as of March 31, 2025:

The following tables detail our gross acquired timeshare financing receivables by the origination year and average FICO score as of June 30, 2025:

Acquired Timeshare Financing Receivables

7 unchanged sentences

(1) Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.

As of March 31, 2025 and December 31, 2024, we had ceased accruing interest on acquired timeshare financing receivables with an aggregate principal balance of $ 201 million and $ 231 million, respectively.

As of June 30, 2025 and December 31, 2024, we had ceased accruing interest on acquired timeshare financing receivables with an aggregate principal balance of $ 158 million and $ 231 million, respectively.

The following tables detail an aged analysis of our gross timeshare receivables balance:

Acquired - Securitized

March 31, 2025

June 30, 2025

($ in millions) Legacy-Diamond

6 unchanged sentences

Acquired - Unsecuritized

March 31, 2025

June 30, 2025

($ in millions) Legacy-Diamond

24 unchanged sentences

Inventory was comprised of the following:

($ in millions) March 31, 2025 December 31, 2024

($ in millions) June 30, 2025 December 31, 2024

Completed unsold VOIs $ 2,012 $ 1,898

2 unchanged sentences

Total $ 2,406 $ 2,244

For the six months ended June 30, 2025, we recorded non-cash operating activity transfers, net of $ 48 million related to the registrations for timeshare units under construction for a property in Japan from Property and equipment, net to Inventory .

As VOI inventory is constructed, it is recorded into Property and equipment, net until such units are registered and made available for sale.

Once registered and available for sale, the units are then transferred into Inventory .

The table below presents cost of sales true-ups relating to VOI products and the related impacts to the carrying value of inventory and cost of VOI sales:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

($ in millions) 2025 2024 2025 2024

Cost of sales true-up (1)

(1) For the three months ended March 31, 2025 and 2024, respectively, the cost of sales true-up decreased cost of VOI sales and increased inventory.

$ 9 $ ( 4 ) $ 26 $ 11

(1) For the three and six months ended June 30, 2025, and the six months ended June 30, 2024, the cost of sales true-up decreased cost of VOI sales and increased inventory.

For the three months ended June 30, 2024, the cost of sales true-up increased cost of VOI sales and decreased inventory.

CONSOLIDATED VARIABLE INTEREST ENTITIES

As of March 31, 2025, we consolidated 17 VIEs.

As of June 30, 2025, we consolidated 17 VIEs.

The activities of these entities are limited primarily to purchasing qualifying non-recourse timeshare financing receivables from us and issuing debt securities and/or borrowing under a debt facility to facilitate such purchases.

5 unchanged sentences

Our condensed consolidated balance sheets included the assets and liabilities of these entities, which primarily consisted of the following:

($ in millions) March 31, 2025 December 31, 2024

($ in millions) June 30, 2025 December 31, 2024

Restricted cash $ 84 $ 193

2 unchanged sentences

INVESTMENTS IN UNCONSOLIDATED AFFILIATES

As of March 31, 2025 and December 31, 2024, we had ownership interests in BRE Ace LLC and 1776 Holding LLC, which are VIEs.

As of June 30, 2025 and December 31, 2024, we had ownership interests in BRE Ace LLC and 1776 Holding LLC, which are VIEs.

We do not consolidate BRE Ace LLC and 1776 Holding LLC because we are not the primary beneficiary.

These two unconsolidated affiliates have aggregated debt balances of $ 371 million and $ 384 million as of March 31, 2025 and December 31, 2024, respectively.

These two unconsolidated affiliates have aggregated debt balances of $ 359 million and $ 384 million as of June 30, 2025 and December 31, 2024, respectively.

The debt is secured by their assets and is without recourse to us.

Our maximum exposure to loss as a result of our investment interests in the two unconsolidated affiliates is primarily limited to (i) the carrying amount of the investments, which totaled $ 72 million and $ 73 million as of March 31, 2025 and December 31, 2024, respectively, and (ii) receivables for commission and other fees earned under fee-for-service arrangements.

Our maximum exposure to loss as a result of our investment interests in the two unconsolidated affiliates is primarily limited to (i) the carrying amount of the investments, which totaled $ 74 million and $ 73 million as of June 30, 2025 and December 31, 2024, respectively, and (ii) receivables for commission and other fees earned under fee-for-service arrangements.

Related Party Transactions for additional information.

During the three months ended March 31, 2025, we received a cash distribution of $ 5 million from our investment in BRE Ace LLC.

During the six months ended June 30, 2025, we received a cash distribution of $ 5 million from our investment in BRE Ace LLC.

As of June 30, 2025, we had a $ 5 million receivable for a distribution from BRE Ace LLC, which is included in Accounts receivable, net in our unaudited condensed consolidated balance sheets.

For these VIEs, our investment interests are included in the condensed consolidated balance sheets as Investments in unconsolidated affiliates , and equity earned is included in the unaudited condensed consolidated statements of income as Equity in earnings from unconsolidated affiliates .

1 unchanged sentence

Intangible assets and related accumulated amortization were as follows:

March 31, 2025

June 30, 2025

($ in millions) Gross Carrying Amount Accumulated Amortization

19 unchanged sentences

Total $ 2,547 $ ( 760 ) $ 1,787

Amortization expense on intangible assets was $ 50 million and $ 51 million for the three months ended March 31, 2025 and 2024, respectively.

No intangible impairment charges were recognized during the three months ended March 31, 2025 and 2024, respectively.

Amortization expense on intangible assets was $ 52 million and $ 55 million for the three months ended June 30, 2025 and 2024, respectively, and $ 102 million and $ 106 million for the six months ended June 30, 2025 and 2024, respectively.

No intangible impairment charges were recognized during the three and six months ended June 30, 2025 and 2024, respectively.

DEBT AND NON-RECOURSE DEBT

The following table details our outstanding debt balance and its associated interest rates:

($ in millions) March 31, 2025 December 31, 2024

($ in millions) June 30, 2025 December 31, 2024

Senior secured credit facility

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Total debt, net $ 4,574 $ 4,601

(1) As of March 31, 2025 and December 31, 2024, weighted-average interest rates were 5.993 % and 6.140 %, respectively.

(2) Amount includes unamortized deferred financing costs related to our term loans and senior notes of $ 40 million and $ 24 million, respectively, as of March 31, 2025 and $ 39 million and $ 25 million, respectively, as of December 31, 2024.

This amount also includes unamortized original issuance discounts of $ 5 million as of March 31, 2025 and December 31, 2024, respectively.

(3) Amount does not include unamortized deferred financing costs of $ 5 million and $ 3 million as of March 31, 2025 and December 31, 2024, respectively, related to our revolving facility which are included in Other assets in our unaudited condensed consolidated balance sheets.

(4) This amount includes $ 5 million and $ 6 million related to the recourse portion on the NBA Receivables Facility as of March 31, 2025 and December 31, 2024, respectively, which is generally limited to the greater of 15 % of the outstanding borrowings and $ 5 million, subject to certain exceptions.

(5) Amount also includes unamortized discount of $ 2 million related to the Bluegreen debt recognized at the Bluegreen Acquisition Date as of March 31, 2025 and December 31, 2024.

(1) As of June 30, 2025 and December 31, 2024, weighted-average interest rates were 5.991 % and 6.140 %, respectively.

(2) Amount includes unamortized deferred financing costs related to our term loans and senior notes of $ 38 million and $ 22 million, respectively, as of June 30, 2025 and $ 39 million and $ 25 million, respectively, as of December 31, 2024.

This amount also includes unamortized original issuance discounts of $ 4 million and $ 5 million as of June 30, 2025 and December 31, 2024, respectively.

(3) Amount does not include unamortized deferred financing costs of $ 5 million and $ 3 million as of June 30, 2025 and December 31, 2024, respectively, related to our revolving facility which are included in Other assets in our condensed consolidated balance sheets.

(4) This amount includes $ 5 million and $ 6 million related to the recourse portion on the NBA Receivables Facility as of June 30, 2025 and December 31, 2024, respectively, which is generally limited to the greater of 15 % of the outstanding borrowings and $ 5 million, subject to certain exceptions.

(5) Amount also includes unamortized discount of $ 2 million related to the Bluegreen debt recognized at the Bluegreen Acquisition Date as of June 30, 2025 and December 31, 2024.

Senior secured credit facility

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Additionally, the Term Loan A, due January 2028, was repriced to SOFR plus 1.65 %, down from SOFR plus 1.75 %.

As of March 31, 2025, we had $ 52 million of letters of credit outstanding under the revolving credit facility and $ 1 million outstanding backed by cash collateral.

We were in compliance with all applicable maintenance and financial covenants and ratios as of March 31, 2025.

As of March 31, 2025, we have $ 870 million remaining borrowing capacity under the revolver facility.

As of June 30, 2025, we had $ 46 million of letters of credit outstanding under the revolving credit facility and $ 1 million outstanding backed by cash collateral.

We were in compliance with all applicable maintenance and financial covenants and ratios as of June 30, 2025.

As of June 30, 2025, we have $ 794 million remaining borrowing capacity under the revolver facility.

We primarily use interest rate swaps as part of our interest rate risk management strategy for our variable-rate debt.

These interest rate swaps are associated with the SOFR-based senior secured credit facility.

As of March 31, 2025, these interest rate swaps convert the SOFR-based variable rate on our Term Loan B due 2028 to average fixed rates of 1.55 % per annum with maturities between 2026 and 2028, for the balance on this borrowing up to the notional values of our interest rate swaps.

As of March 31, 2025, the aggregate notional values of the interest rate swaps under our Term Loan B due 2028 was $ 550 million.

As of June 30, 2025, these interest rate swaps convert the SOFR-based variable rate on our Term Loan B due 2028 to average fixed rates of 1.55 % per annum with maturities between 2026 and 2028, for the balance on this borrowing up to the notional values of our interest rate swaps.

As of June 30, 2025, the aggregate notional values of the interest rate swaps under our Term Loan B due 2028 was $ 550 million.

Our interest rate swaps have been designated and qualify as cash flow hedges of interest rate risk and are recorded at their estimated fair value as an asset in Other assets in our condensed consolidated balance sheets.

As of March 31, 2025 and December 31, 2024, the estimated fair values of our cash flow hedges were $ 30 million and $ 37 million, respectively.

As of June 30, 2025 and December 31, 2024, the estimated fair values of our cash flow hedges were $ 24 million and $ 37 million, respectively.

We characterize payments we make in connection with these derivative instruments as interest expense and a reclassification of accumulated other comprehensive income for presentation purposes.

We classify cash inflows and outflows from derivatives that hedge interest rate risk within operating activities in the unaudited condensed consolidated statements of cash flows.

The following table reflects the activity, net of tax, in Accumulated other comprehensive loss related to our derivative instruments during the three months ended March 31, 2025:

The following table reflects the activity, net of tax, in Accumulated other comprehensive loss related to our derivative instruments during the six months ended June 30, 2025:

Net unrealized gain on derivative instruments

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Reclassifications to net loss

Balance as of March 31, 2025

Balance as of June 30, 2025

Senior Notes due 2032

The Senior Notes due 2032 are guaranteed on a senior secured basis by certain of our subsidiaries.

We were in compliance with all applicable financial covenants as of March 31, 2025.

We were in compliance with all applicable financial covenants as of June 30, 2025.

Senior Notes due 2029 and 2031

The Senior Unsecured Notes are guaranteed on a senior unsecured basis by certain of our subsidiaries.

We are in compliance with all applicable financial covenants as of March 31, 2025.

We are in compliance with all applicable financial covenants as of June 30, 2025.

Non-recourse Debt

The following table details our outstanding non-recourse debt balance and associated interest rates:

($ in millions) March 31,

($ in millions) June 30,

2025 December 31, 2024

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HGV Securitized Debt 2024-3 with a weighted average rate of 5.182 %, due 2040

HGV Securitized Debt 2025-1 with a weighted average rate of 5.066 %, due 2042

Grand Islander Securitized Debt with a weighted average rate of 3.316 %, due 2033

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Total non-recourse debt, net $ 2,499 $ 2,318

(1) As of March 31, 2025 and December 31, 2024, weighted-average interest rates were 5.342 % and 5.235 %, respectively.

(1) As of June 30, 2025 and December 31, 2024, weighted-average interest rates were 5.258 % and 5.235 %, respectively.

(2) The revolving commitment period of the Timeshare Facility terminates in November 2026;

however, the repayment maturity date extends 12 months beyond the commitment termination date to November 2027.

(3) Amount relates to securitized debt only and does not include unamortized deferred financing costs of $ 2 million as of March 31, 2025 and December 31, 2024, respectively, relating to our Timeshare Facility included in Other Assets in our condensed consolidated balance sheets.

(4) Amount also includes unamortized discount of $ 1 million and $ 2 million as of March 31, 2025 and December 31, 2024, respectively, related to the Grand Islander securitized debt recognized at the Grand Islander Acquisition Date and unamortized discount of $ 8 million and $ 9 million as of March 31, 2025 and December 31, 2024, respectively, related to the Bluegreen securitized and non-recourse debt recognized at the Bluegreen Acquisition Date.

(3) Amount relates to securitized debt only and does not include unamortized deferred financing costs of $ 1 million and $ 2 million as of June 30, 2025 and December 31, 2024, respectively, relating to our Timeshare Facility included in Other Assets in our condensed consolidated balance sheets.

(4) Amount includes unamortized discounts of $ 8 million and $ 11 million as of June 30, 2025 and December 31, 2024, respectively, related to the Grand Islander securitized debt and Bluegreen securitized and non-recourse debt recognized at the respective acquisition dates.

(5) Recourse on the NBA Receivables Facility is generally limited to the greater of 15 % of the outstanding borrowings and $ 5 million, subject to certain exceptions.

(6) Amount includes unamortized deferred financing costs of $ 22 million and $ 21 million as of June 30, 2025 and December 31, 2024, respectively, related to HGV securitized debt.

In June 2025, we completed a securitization of approximately $ 300 million of gross timeshare financing receivables and issued approximately $ 166 million of 4.88 % notes, $ 87 million of 5.18 % notes, and $ 47 million of 5.52 % notes due May 2042.

The issued notes are backed by pledged assets, consisting of a pool of HGV, Diamond Resorts, and Bluegreen Vacations collateral combined, secured by first mortgages, first deeds of trust, membership interests or timeshare interests (other than a fee simple interest in real estate) and a Letter of Credit.

The notes are a non-recourse obligation and are payable solely from the timeshare financing receivables pledged as collateral for the notes.

The proceeds of the notes were used to pay down in part some of our existing debt and for other general corporate purposes.

Additionally, in connection with the securitization, we incurred $ 6 million in debt issuance costs.

The Timeshare Facility is a non-recourse obligation payable solely from the pool of timeshare financing receivables pledged as collateral and related assets.

As of March 31, 2025, our Timeshare Facility has a remaining borrowing capacity of $ 100 million.

As of June 30, 2025, our Timeshare Facility has a remaining borrowing capacity of $ 120 million.

During the six months ended June 30, 2025, we repaid $ 1,088 million on the Timeshare Facility and $ 423 million on Securitized Debt.

We are required to deposit payments received from customers on the timeshare financing receivables securing the Timeshare Facility and Securitized Debt into depository accounts maintained by third parties.

On a monthly basis, the depository accounts are utilized to make required principal, interest and other payments due under the respective loan agreements.

The balances in the depository accounts were $ 74 million and $ 193 million as of March 31, 2025 and December 31, 2024, respectively, and were included in Restricted cash in our condensed consolidated balance sheets.

The balances in the depository accounts were $ 84 million and $ 193 million as of June 30, 2025 and December 31, 2024, respectively, and were included in Restricted cash in our condensed consolidated balance sheets.

Debt Maturities

The contractual maturities of our debt and non-recourse debt as of March 31, 2025 were as follows:

The contractual maturities of our debt and non-recourse debt as of June 30, 2025 were as follows:

($ in millions) Debt Non-recourse Debt Total

2025 (remaining nine months) $ 22 $ 332 $ 354

2025 (remaining six months) $ 16 $ 239 $ 255

2026 27 393 420

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The carrying amounts and estimated fair values of our financial assets and liabilities were as follows:

March 31, 2025

June 30, 2025

($ in millions) Carrying

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• Non-recourse debt – based on projected future cash flows discounted at risk-adjusted rates.

The effective tax rate for the three months ended March 31, 2025 and 2024 was approximately ( 55 )% and 73 %, respectively.

The effective tax rate decrease year over year is due to discrete items relative to overall earnings.

The effective tax rate for the three months ended June 30, 2025 and 2024 was approximately 38 % and 60 %, respectively.

The effective tax rate for the six months ended June 30, 2025 and 2024 was approximately 72 % and 80 %.

The effective tax rate decrease quarter over quarter is primarily due to overall change in earnings.

The effective tax rate decrease year over year is primarily due to discrete items partially offset by the jurisdictional mix and overall change in earnings.

The difference between our effective tax rate as compared to the U.S.

statutory federal tax rate of 21% is primarily due to discrete items, which are primarily related to unrecognized tax benefits and the Bluegreen Acquisition.

statutory federal tax rate of 21% is primarily due to state and foreign income taxes, the jurisdictional mix of earnings, and discrete items, which are primarily related to unrecognized tax benefits and the Bluegreen Acquisition.

On July 4, 2025, the United States enacted tax reform legislation commonly known as the One Big Beautiful Bill Act (the “Act”), resulting in significant modifications to existing law.

These changes include provisions that allow for accelerated tax deductions for qualified property and research expenditures.

We are currently evaluating the impact of the Act to our condensed consolidated financial statements.

SHARE-BASED COMPENSATION

The 2023 Omnibus Incentive Plan (“2023 Plan”) authorizes the issuance of restricted stock units (“Service RSUs” or “RSUs”), nonqualified stock options (“Options”), time and performance-vesting restricted stock units (“Performance RSUs” or “PSUs”), and stock appreciation rights (“SARs”) to certain employees and directors.

As of March 31, 2025, there were 2,576,027 shares of common stock available for future issuance under the 2023 plan.

We recognized share-based compensation expense of $ 12 million and $ 9 million for the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025, unrecognized compensation cost for unvested awards was approximately $ 98 million, which is expected to be recognized over a weighted average period of 1.9 years.

During the three months ended March 31, 2025, we issued 917,021 Service RSUs with a weighted-average grant date fair value of $ 41.00 , which vest in annual installments over three years from the date of grant, subject to the individual’s continued employment through the applicable vesting date.

During the three months ended March 31, 2025 , we did not grant any Options.

As of March 31, 2025, we had 2,215,002 Options outstanding that were exercisable.

As of June 30, 2025, there were 2,593,223 shares of common stock available for future issuance under the 2023 plan.

We recognized share-based compensation expense of $ 22 million and $ 17 million for the three months ended June 30, 2025 and 2024 and $ 34 million and $ 26 million for the six months ended June 30, 2025 and 2024.

On June 30, 2025, the second tranche of the Performance Cash Awards vested and were payable to certain executive officers and employees.

These performance cash awards were included within Acquisition and integration-related expense in our condensed consolidated statements of income.

As of June 30, 2025, unrecognized compensation cost for unvested awards was approximately $ 75 million, which is expected to be recognized over a weighted average period of 1.9 years.

During the six months ended June 30, 2025, we issued 969,592 Service RSUs with a weighted-average grant date fair value of $ 40.85 , which vest in annual installments over three years from the date of grant, subject to the individual’s continued employment through the applicable vesting date.

During the six months ended June 30, 2025 , we did not grant any Options.

As of June 30, 2025, we had 2,155,115 Options outstanding that were exercisable.

Performance RSUs

During the three months ended March 31, 2025, we issued 444,947 Performance RSUs with a weighted-average grant date fair value of $ 41.00 .

During the six months ended June 30, 2025, we issued 449,308 Performance RSUs with a weighted-average grant date fair value of $ 41.01 .

The Performance RSUs are settled at the end of a 3-year performance period, with 50 % of the Performance RSUs subject to achievement based on the Company’s adjusted earnings before interest expense, taxes and depreciation and amortization, further adjusted for net deferral and recognition of revenues and related direct expenses related to sales of VOIs of projects under construction.

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The ESPP allows eligible employees to purchase shares of our common stock at a price per share not less than 85 % of the fair market value per share of common stock on the first day of the Purchase Period or the last day of the Purchase Period, whichever is lower, up to a maximum threshold established by the plan administrator for the offering period.

During the three months ended March 31, 2025 and 2024, we recognized less than $ 1 million of compensation expense related to this plan, respectively.

LOSS PER SHARE

During the three and six months ended June 30, 2025, we recognized less than $ 1 million and $ 1 million of compensation expense related to this plan, respectively.

During the three and six months ended June 30, 2024, we recognized less than $ 1 million of compensation expense related to this plan, respectively.

EARNINGS PER SHARE

The following tables present the calculation of our basic and diluted earnings per share (“EPS”) and the corresponding weighted average shares outstanding referenced in these calculations:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

($ and shares outstanding in millions, except per share amounts) 2025 2024 2025 2024

Net loss attributable to stockholders

Net income (loss) attributable to stockholders

$ 25 $ 2 $ 8 $ ( 2 )

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$ 0.26 $ 0.02 $ 0.09 $ ( 0.02 )

Net loss attributable to stockholders

Net income (loss) attributable to stockholders

$ 25 $ 2 $ 8 $ ( 2 )

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$ 0.25 $ 0.02 $ 0.08 $ ( 0.02 )

Basic weighted average shares outstanding

91.2 103.4 93.3 104.3

RSUs (2) , PSUs (3) , Options (4) and ESPP

1.0 0.9 1.2 —

Diluted weighted average shares outstanding

92.2 104.3 94.5 104.3

(1) Earnings per share amounts are calculated using whole numbers.

Potentially dilutive shares of 1,307,252 and 1,553,010 for the three months ended March 31, 2025 and 2024, respectively, were excluded from the calculation of diluted weighted average shares outstanding and diluted earnings per share as a result of our net loss position.

(2) Excludes approximately 957,000 and 740,000 shares of RSUs that would have been anti-dilutive to EPS under the treasury stock method for the three and six months ended June 30, 2025, respectively.

Also excludes approximately 220,000 shares of RSUs that would have been anti-dilutive to EPS under the treasury stock method for the three months ended June 30, 2024.

These RSUs could potentially dilute EPS in the future.

(3) Excludes approximately 243,000 and 1,000 shares of PSUs that would have been anti-dilutive to EPS under the treasury stock method for the three and six months ended June 30, 2025, respectively.

Also excludes approximately 14,000 shares of PSUs that would have been anti-dilutive to EPS under the treasury stock method for the three months ended June 30, 2024.

These PSUs could potentially dilute EPS in the future.

(4) Excludes approximately 1,649,000 and 1,195,000 shares of Options that would have been anti-dilutive to EPS under the treasury stock method for the three and six months ended June 30, 2025, respectively.

Also excludes approximately 1,212,000 shares of Options that would have been anti-dilutive to EPS under the treasury stock method for the three months ended June 30, 2024.

These Options could potentially dilute EPS in the future.

Potentially dilutive shares of 1,239,081 for the six months ended June 30, 2024 were excluded from the calculation of diluted weighted average shares outstanding and diluted earnings per share as a result of our net loss position.

Share Repurchases

On August 7, 2024, our Board of Directors approved a share repurchase program authorizing us to repurchase up to an aggregate of $ 500 million of our outstanding shares of common stock over a two-year period (the “2024 Repurchase Plan”).

The following table summarizes stock repurchase activity under the share repurchase programs as of March 31, 2025:

The following table summarizes stock repurchase activity under the current and previous share repurchase programs as of June 30, 2025:

(in millions) Shares Cost

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Repurchases 8 300

As of March 31, 2025

From April 1, 2025, through April 24, 2025, we repurchased approximately 1.8 million shares for $ 60 million.

As of April 24, 2025, we had $ 218 million of remaining availability under the share repurchase program.

As of June 30, 2025

From July 1, 2025 through July 24, 2025, we repurchased approximately 0.6 million shares for $ 29 million.

As of July 24, 2025, we had $ 98 million of remaining availability under the 2024 Repurchase Plan.

RELATED PARTY TRANSACTIONS

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These amounts are summarized in the following table and are included in Fee-for-service commissions, package sales and other fees on our unaudited condensed consolidated statements of income as of the date they became related parties.

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

($ in millions) 2025 2024 2025 2024

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Commissions and other fees 39 44 78 80

We also had $ 1 million and $ 5 million of outstanding receivables related to these fee-for-service agreements included in Accounts receivable, net on our condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024, respectively.

As of December 31, 2024, we had $ 5 million of outstanding receivables related to these fee-for-service agreements included in Accounts receivable, net on our condensed consolidated balance sheets.

As of June 30, 2025, we had no outstanding receivables.

BUSINESS SEGMENTS

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We do not include equity in earnings from unconsolidated affiliates in our measures of segment operating performance.

The following table below presents revenues for our reportable segment results which include the acquired Bluegreen operations, within both segments and as the Bluegreen Acquisition Date, reconciled to consolidated amounts:

Three Months Ended March 31,

The table below presents revenues for our reportable segment results which include the acquired Bluegreen operations within both segments as of the Bluegreen Acquisition Date, reconciled to consolidated amounts:

Three Months Ended June 30, Six Months Ended June 30,

($ in millions) 2025 2024 2025 2024

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Resort operations and club management (1)

405 386 796 746

Total segment revenues 1,165 1,126 2,201 2,173

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We account for intersegment revenues as if they were sales to third parties at current market prices.

The following table presents Adjusted EBITDA for our reportable segments:

For the three months ended March 31, 2025

The following tables present Adjusted EBITDA for our reportable segments:

For the three months ended June 30, 2025

Real Estate and Financing Resort Operations and Club Management Total

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Segment Adjusted EBITDA $ 176 $ 149 $ 325

For the three months ended March 31, 2024

For the six months ended June 30, 2025

Real Estate and Financing Resort Operations and Club Management Total

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(d) Consists of costs associated with restructuring, one-time charges, other non-cash items, and for the Real Estate and Financing Segment, amortization of fair value premiums and discounts resulting from purchase accounting.

For the three months ended June 30, 2024

Real Estate and Financing Resort Operations and Club Management Total

Revenues from external customers $ 740 $ 366 $ 1,106

Intersegment revenues — 20 20

Total segment revenues 740 386 1,126 (a)

Cost of VOI Sales 65 — 65

Selling expense 180 — 180

Marketing expense 238 — 238

Financing expense 44 — 44

Club expense — 21 21

Property management expense — 27 27

Rental expense — 177 177

Other expenses 35 11 46

Total segment expenses 562 (b) 236 (c) 798

Share-based compensation expense 3 2 5

Other segment adjustment items 32 — 32 (d)

Intersegment elimination ( 20 ) — ( 20 ) (a)

Segment Adjusted EBITDA $ 193 $ 152 $ 345

For the six months ended June 30, 2024

Real Estate and Financing Resort Operations and Club Management Total

Revenues from external customers $ 1,427 $ 713 $ 2,140

Intersegment revenues — 33 33

Total segment revenues 1,427 746 2,173 (a)

Cost of VOI Sales 113 — 113

Selling expense 338 — 338

Marketing expense 450 — 450

Financing expense 83 — 83

Club expense — 41 41

Property management expense — 61 61

Rental expense — 340 340

Other expenses 66 21 87

Total segment expenses 1,050 (b) 463 (c) 1,513

Share-based compensation expense 6 3 9

Other segment adjustment items 49 — 49 (d)

Intersegment elimination ( 33 ) — ( 33 ) (a)

Segment Adjusted EBITDA $ 399 $ 286 $ 685

(a) Includes charges to the Real estate sales and financing segment from the Resort operations and club management segment for fulfillment of discounted marketing package stays at resorts.

We account for intersegment revenues as if they were sales to third parties at current market prices.

(b) Consists of Costs of VOI Sales , Sales and Marketing , and Financing expense on the condensed consolidated statements of income.

(c) Consists of Resort and club management and Rental and ancillary services expense on the condensed consolidated statements of income.

The following table presents Adjusted EBITDA for our reportable segments reconciled to net income (loss) and net income (loss) attributable to stockholders:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

($ in millions) 2025 2024 2025 2024

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Real estate sales and financing (1)

$ 176 $ 193 $ 309 $ 399

Resort operations and club management (1)

149 152 282 286

Segment Adjusted EBITDA 325 345 591 685

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Other gain (loss), net

4 ( 3 ) 10 ( 8 )

Interest expense ( 79 ) ( 87 ) ( 156 ) ( 166 )

Income tax (expense) benefit

( 15 ) ( 3 ) ( 21 ) 8

Equity in earnings from unconsolidated affiliates 6 3 11 8

Impairment expense

( 1 ) — ( 1 ) ( 2 )

Other adjustment items (2)

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Net income attributable to noncontrolling interest

Net loss attributable to stockholders

Net income (loss) attributable to stockholders

$ 25 $ 2 $ 8 $ ( 2 )

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The following table presents total assets for our reportable segments, reconciled to consolidated amounts:

($ in millions) March 31, 2025 December 31, 2024

($ in millions) June 30, 2025 December 31, 2024

Real estate sales and financing $ 7,497 $ 7,349

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The following table presents capital expenditures for property and equipment (including inventory and leases) for our reportable segments, reconciled to consolidated amounts:

Three Months Ended March 31,

Six Months Ended June 30,

($ in millions) 2025 2024

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Bass Pro Shops Marketing Agreement Commitments

In November 2023, we entered into a 10-year exclusive marketing agreement with Bass Pro Shops (“Bass Pro”), a nationally-recognized retailer of fishing, marine, hunting, camping and sports gear, that provides us with the right to market and sell vacation packages at kiosks in Bass Pro’s and Cabela’s retail locations and through other means.

and sell vacation packages at kiosks in Bass Pro’s and Cabela’s retail locations and through other means.

This agreement became effective on the Bluegreen Acquisition Date.

As a part of this agreement, we are required to make certain minimum

annual payments and certain variable payments based upon the number of travel packages sold during the year or the number of Bass Pro and Cabela’s retail locations HGV maintains during the year.

As of March 31, 2025, HGV had sales and marketing operations at a total of 138 Bass Pro Shops and Cabela’s Stores, including 8 virtual kiosks.

As a part of this agreement, we are required to make certain minimum annual payments and certain variable payments based upon the number of travel packages sold during the year or the number of Bass Pro and Cabela’s retail locations HGV maintains during the year.

As of June 30, 2025, HGV had sales and marketing operations at a total of 140 Bass Pro Shops and Cabela’s Stores, including 8 virtual kiosks.

Other Commitments

We have fulfilled certain arrangements with developers where we were committed to purchase vacation ownership units or other real estate at a future date to be marketed and sold under our Hilton Grand Vacations brand.

As of March 31, 2025, we were committed to purchase approximately $ 120 million of inventory over a period of 11 years and $ 18 million of other commitments in the normal course of business.

As of June 30, 2025, we were committed to purchase approximately $ 256 million of inventory over a period of 10 years and $ 20 million of other commitments in the normal course of business.

We are also committed to an agreement to exchange parcels of land in Hawaii, subject to the successful completion of zoning, land use requirements and other applicable regulatory requirements.

The actual amount and timing of the acquisitions are subject to change pursuant to the terms of the respective arrangements, which could also allow for cancellation in certain circumstances.

During the three months ended March 31, 2025, we fulfilled $ 6 million of purchases required under our inventory commitments for a property in Missouri.

As of March 31, 2025, our remaining obligations pursuant to these arrangements were expected to be incurred as follows:

During the six months ended June 30, 2025, we fulfilled $ 26 million of purchases required under our inventory commitments.

As of June 30, 2025, our remaining obligations pursuant to these arrangements were expected to be incurred as follows:

($ in millions) 2025

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Total $ 49 $ 81 $ 47 $ 93 $ 84 $ 233 $ 587

(1) Commitments for a properties in Missouri and New York.

(1) Commitments for a properties in Missouri, New York and Tennessee.

(2) For the property in New York, the payments are subject to the seller obtaining the inventory and providing clear title.

(3) For the property in Tennessee, we have the option to extend the full purchase of inventory up to 2033 pursuant to the terms of the purchase agreement.

The proposed acquisition is subject to certain approvals pursuant to the terms of the Sale and Purchase Agreement, which is expected in the third quarter of 2025.

(4) Primarily relates to commitments related to information technology and sponsorships.

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We record a contingent litigation liability when it is determined that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

As of March 31, 2025 and December 31, 2024, we accrued liabilities of approximately $ 7 million, respectively, for all legal matters.

As of June 30, 2025 and December 31, 2024, we accrued liabilities of approximately $ 10 million and $ 7 million, respectively, for all legal matters.

On July 22, 2024, an adverse interim award was entered in an arbitration related to a matter that existed as of the Bluegreen Acquisition Date involving Bluegreen Vacations Unlimited, Inc.

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Additionally, the cure provided for BVU to purchase $ 7.5 million of inventory per quarter beginning February 26, 2025 until all missed quarterly purchases of inventory between October 2019 and February 10, 2025 have been completed totaling approximately $ 39 million, subject to the opposing party being able to obtain the inventory and providing clear title.

Once cured, the quarterly inventory purchase commitment will be approximately $ 1.9 million through May 2035, subject to the opposing party being able to obtain the inventory and providing clear title.

Once cured, the quarterly inventory purchase commitment will be approximately $ 1.9 million through

May 2035, subject to the opposing party being able to obtain the inventory and providing clear title.

The inventory commitment related to this matter is included in the table above within the inventory purchase obligations.

While we currently believe that the ultimate outcome of these proceedings, individually and in the aggregate, will not have a material effect on the Company’s financial condition, cash flows, or materially adversely affect overall trends in our results of operations, legal proceedings are inherently uncertain and unfavorable rulings could, individually or in aggregate, have a material adverse effect on the Company’s business, financial condition or results of operations.

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The availability, terms and conditions and pricing of such bonding capacity are dependent on, among other things, continued financial strength and stability of the insurance company affiliates providing the bonding capacity, general availability of such capacity and our corporate credit rating.

We have commitments from surety providers in the amount of $ 669 million as of March 31, 2025, which primarily consist of escrow, subsidy and construction related bonds.

We have commitments from surety providers in the amount of $ 538 million as of June 30, 2025, which primarily consist of escrow and subsidy related bonds.

SUBSEQUENT EVENTS

On July 11, 2025, we completed a term securitization of approximately ¥ 9.5 billion of timeshare loans through Hilton Grand Vacations Japan Trust 2025-1 (“the Trust” or “SMRAI”), with a coupon rate of 1.41 %.

One class of notes were issued by the Trust, and the collateralized timeshare notes are domiciled in Japan.

The proceeds will primarily be used for general corporate purposes.

On July 29, 2025, our Board of Directors approved a new share repurchase program authorizing us to repurchase up to an aggregate of $ 600 million of its outstanding shares of common stock over a two-year period, which is in addition to the amount remaining under the current 2024 Repurchase Plan .

Repurchases may be conducted in the open market, in privately negotiated transactions or such other manner as determined by us, including through repurchase plans complying with the rules and regulations of the SEC.

The timing and actual number of shares repurchased under any share repurchase plan will depend on a variety of factors, including the stock price, available liquidity and market conditions.

The shares are retired upon repurchase.

The share repurchase plans do not obligate HGV to repurchase any dollar amount or number of shares of common stock, and they may be suspended or discontinued at any time.

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-Q

Item 1. Financial Statements