What changed in this filing

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Item 1. Financial Statements

2025-10-30 compared with 2025-07-31 · 229 added, 198 removed, 912 unchanged (32% of the section changed)

3 unchanged sentences

(in millions, except share and per share data)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Cash and cash equivalents $ 215 $ 328

23 unchanged sentences

300,000,000 authorized shares, none

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

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

Common stock, $ 0.01 par value;

3,000,000,000 authorized shares,

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

86,635,596 shares issued and outstanding as of September 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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

21 unchanged sentences

Equity in earnings from unconsolidated affiliates 6 4 17 12

Other gain (loss), net

4 ( 3 ) 10 ( 8 )

Income (loss) before income taxes

Other (loss) gain, net

Income before income taxes

Income tax expense

( 15 ) ( 61 ) ( 36 ) ( 53 )

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

Net income attributable to noncontrolling interest

Net income (loss) attributable to stockholders

Net income attributable to stockholders

$ 25 $ 29 $ 33 $ 27

Earnings (loss) per share attributable to stockholders:

Earnings per share attributable to stockholders:

Basic $ 0.28 $ 0.28 $ 0.37 $ 0.26

2 unchanged sentences

HILTON GRAND VACATIONS INC.

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

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(in millions)

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

5 unchanged sentences

Comprehensive income attributable to noncontrolling interest 5 3 13 7

Comprehensive income (loss) attributable to stockholders

Comprehensive income attributable to stockholders

$ 18 $ 26 $ 21 $ 12

3 unchanged sentences

(in millions)

Six Months Ended June 30,

Nine Months Ended September 30,

Operating Activities

36 unchanged sentences

Proceeds from stock option exercises 11 7

Distributions to noncontrolling interest holder — ( 5 )

Other ( 4 ) ( 2 )

Net cash (used in) provided by financing activities

( 213 ) 1,101

Effect of changes in exchange rates on cash, cash equivalents and restricted cash

37 unchanged sentences

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

— — — 25 — 5 30

Activity related to share-based compensation

1 — 28 — — — 28

Foreign currency translation adjustments, net of tax

— — — — ( 5 ) — ( 5 )

Derivative instrument adjustments, net of tax — — — — ( 2 ) — ( 2 )

Repurchase and retirement of common stock ( 3 ) — ( 46 ) ( 104 ) — — ( 150 )

Balance as of September 30, 2025

87 $ 1 $ 1,308 $ 88 $ ( 12 ) $ 156 $ 1,541

See notes to unaudited condensed consolidated financial statements.

26 unchanged sentences

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

— — — 29 — 3 32

Distributions to noncontrolling interest holder

— — — — — ( 5 ) ( 5 )

Adjustment to acquisition of third-party equity interest in consolidated entity

— — — — — ( 18 ) ( 18 )

Activity related to share-based compensation

— — 11 — — — 11

Foreign currency translation adjustments, net of tax — — — — 10 — 10

Derivative instrument adjustments, net of tax — — — — ( 13 ) — ( 13 )

Repurchase and retirement of common stock ( 2 ) — ( 39 ) ( 71 ) — — ( 110 )

Balance as of September 30, 2024

100 $ 1 $ 1,428 $ 414 $ 2 $ 142 $ 1,987

See notes to unaudited condensed consolidated financial statements.

9 unchanged sentences

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.

As of September 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.

35 unchanged sentences

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.

In July 2025, the FASB issued Accounting Standards Update 2025-05 (“ASU 2025-05”), Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets .

ASU 2025-05 provides a practical expedient that allows entities to estimate expected credit losses for current accounts receivable and contract assets without needing to predict future economic conditions.

The guidance is to be applied prospectively and is effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years.

We are currently evaluating the effects of this ASU, but do not expect a material impact on our financial statements or disclosures.

In September 2025, the FASB issued Accounting Standards Update 2025-06 (“ASU 2025-06”), Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

ASU 2025-06 provides amendments to modernize the accounting for software costs.

The guidance may be applied either (1) prospectively, (2) retrospectively, or (3) using a modified transition approach with early adoption permitted.

ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years.

We are currently evaluating the effects of this ASU, but do not expect a material impact on our financial statements or disclosures.

BLUEGREEN ACQUISITION

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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.

Six Months Ended June 30,

Nine Months Ended September 30,

($ in millions) 2024

6 unchanged sentences

Business Segments for more information related to our segments.

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

($ in millions) Three Months Ended September 30, Nine Months Ended September 30,

Real Estate Sales and Financing Segment 2025 2024 2025 2024

5 unchanged sentences

Real estate sales and financing segment revenues $ 789 $ 814 $ 2,194 $ 2,241

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

($ in millions) Three Months Ended September 30, Nine Months Ended September 30,

Resort Operations and Club Management Segment 2025 2024 2025 2024

6 unchanged sentences

Business Segments for additional information.

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

Receivables from Contracts with Customers and Contract Liabilities

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.

3 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) June 30, 2025 December 31, 2024

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

Receivables from contracts with customers:

2 unchanged sentences

Total $ 3,338 $ 3,225

(1) Includes $ 583 million and $ 878 million of acquired timeshare financing receivables, net, as of September 30, 2025 and December 31, 2024, respectively.

Contract liabilities include payments received or due in advance of satisfying our performance obligations.

1 unchanged sentence

The following table presents the composition of our contract liabilities:

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

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

Contract liabilities:

3 unchanged sentences

Bonus point incentive liability (1)

Deferred maintenance fees 25 12

Other deferred revenue 38 35

(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.

Maintenance fees

Other revenue

(1) The balance includes $ 56 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 September 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 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.

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

Revenue earned for the three and nine months ended September 30, 2025, which was included in the contract liabilities balance at December 31, 2024, was approximately $ 39 million and $ 197 million, respectively.

Transaction Price Allocated to Remaining Performance Obligations

3 unchanged sentences

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) June 30, 2025 December 31, 2024

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

Sales of VOIs, net $ 399 $ 92

1 unchanged sentence

Sales and marketing expense 64 13

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:

During the nine months ended September 30, 2025, we deferred $ 307 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 September 30, 2025, upon their completion in 2026.

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

($ in millions) Remaining

8 unchanged sentences

15 1 year Straight-line basis

Other revenue

58 1 year Straight-line basis

2 unchanged sentences

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

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

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

Fee-for-service commissions $ 34 $ 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 six months ended June 30, 2025:

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

($ in millions) Fee-for-service commissions

5 unchanged sentences

Write-offs charged against the allowance ( 5 ) ( 22 ) ( 1 ) ( 28 )

Balance as of June 30, 2025

Balance as of September 30, 2025

$ 27 $ 61 $ 13 $ 101

5 unchanged sentences

Originated Acquired

($ in millions) June 30,

($ in millions) September 30,

2025 December 31,

2024 June 30,

2024 September 30,

2025 December 31,

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(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.

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.

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

1 unchanged sentence

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

In July 2025, we completed a securitization of approximately ¥ 9.5 billion, or $ 65 million, of gross timeshare loans with a coupon rate of 1.41 % due January 2039.

The collateralized timeshare notes are domiciled in Japan.

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 for general corporate purposes.

In August 2025, we completed a securitization of approximately $ 400 million of gross timeshare financing receivables and issued approximately $ 210 million of 4.54 % notes, $ 125 million of 4.73 % notes and $ 65 million of 5.12 % notes due May 2044.

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.

As of September 30, 2025 and December 31, 2024, we had timeshare financing receivables of $ 628 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 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.

As of September 30, 2025 and December 31, 2024, we had interest receivable outstanding of $ 23 million and $ 22 million, respectively, on our originated timeshare financing receivables.

As of September 30, 2025 and December 31, 2024, we had interest receivable outstanding of $ 5 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 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.

As of September 30, 2025, our originated timeshare financing receivables had interest rates ranging from 1.5 % to 25.8 %, a weighted-average interest rate of 14.7 %, a weighted-average remaining term of 9.2 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 6.2 years and maturities through 2035.

12 unchanged sentences

Inventory recoveries — 78

Balance as of June 30, 2025

Balance as of September 30, 2025

($ in millions) Originated

4 unchanged sentences

Inventory recoveries — 74

Balance as of June 30, 2024

Balance as of September 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.

5 unchanged sentences

Originated Timeshare Financing Receivables

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

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

Originated Timeshare Financing Receivables

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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 June 30, 2025 mature as follows:

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

Acquired Timeshare Financing Receivables

12 unchanged sentences

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.

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.

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:

June 30, 2025

September 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 June 30, 2025:

The following table details our gross originated timeshare financing receivables by the origination year and average FICO score as of September 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 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.

As of September 30, 2025 and December 31, 2024, we had ceased accruing interest on originated timeshare financing receivables with an aggregate principal balance of $ 372 million and $ 323 million, respectively.

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

Originated - Securitized

June 30, 2025

September 30, 2025

($ in millions) HGV Diamond

6 unchanged sentences

Originated - Unsecuritized

June 30, 2025

September 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:

June 30, 2025

September 30, 2025

($ in millions) Legacy-Diamond

13 unchanged sentences

(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 June 30, 2025:

The following tables detail our gross acquired timeshare financing receivables by the origination year and average FICO score as of September 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 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.

As of September 30, 2025 and December 31, 2024, we had ceased accruing interest on acquired timeshare financing receivables with an aggregate principal balance of $ 145 million and $ 231 million, respectively.

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

Acquired - Securitized

June 30, 2025

September 30, 2025

($ in millions) Legacy-Diamond

6 unchanged sentences

Acquired - Unsecuritized

June 30, 2025

September 30, 2025

($ in millions) Legacy-Diamond

24 unchanged sentences

Inventory was comprised of the following:

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

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

Completed unsold VOIs $ 2,013 $ 1,898

2 unchanged sentences

Total $ 2,454 $ 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 .

For the nine months ended September 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.

1 unchanged sentence

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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

($ in millions) 2025 2024 2025 2024

1 unchanged sentence

$ 7 $ 4 $ 33 $ 15

(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.

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

CONSOLIDATED VARIABLE INTEREST ENTITIES

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

As of September 30, 2025, we consolidated 18 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) June 30, 2025 December 31, 2024

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

Restricted cash $ 97 $ 193

2 unchanged sentences

INVESTMENTS IN UNCONSOLIDATED AFFILIATES

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

As of September 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 $ 359 million and $ 384 million as of June 30, 2025 and December 31, 2024, respectively.

These two unconsolidated affiliates have aggregated debt balances of $ 445 million and $ 384 million as of September 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 $ 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.

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 $ 79 million and $ 73 million as of September 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 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.

During the nine months ended September 30, 2025, we received a cash distribution of $ 10 million from our investment in BRE Ace LLC.

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:

June 30, 2025

September 30, 2025

($ in millions) Gross Carrying Amount Accumulated Amortization

19 unchanged sentences

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

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.

Amortization expense on intangible assets was $ 52 million and $ 56 million for the three months ended September 30, 2025 and 2024, respectively, and $ 154 million and $ 162 million for the nine months ended September 30, 2025 and 2024, respectively.

No intangible impairment charges were recognized during the three and nine months ended September 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) June 30, 2025 December 31, 2024

($ in millions) Weighted Average Interest Rate

September 30, 2025 December 31, 2024

Senior secured credit facility

Term loan A with a rate of 5.977 %, due 2028

Term loan B with a rate of 6.327 %, due 2028

Term loan B with a rate of 6.327 %, due 2031

Revolver with a rate of 5.974 %, due 2030

Senior notes with a rate of 5.000 %, due 2029

Senior notes with a rate of 4.875 %, due 2031

Senior notes with a rate of 6.625 %, due 2032

Other debt (4)

Term loan A due 2028

5.966 % $ 400 $ 400

Term loan B due 2028

6.316 % 852 858

Term loan B due 2031

6.316 % 890 893

Revolver due 2030

5.930 % 300 233

Senior notes due 2029

5.000 % 850 850

Senior notes due 2031

4.875 % 500 500

Senior notes due 2032

6.625 % 900 900

Total debt, gross 4,781 4,672

2 unchanged sentences

Total debt, net $ 4,719 $ 4,601

(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.

(1) As of September 30, 2025 and December 31, 2024, weighted-average interest rates were 5.980 % and 6.140 %, respectively.

(2) Amount includes unamortized deferred financing costs related to our term loans and senior notes of $ 35 million and $ 21 million, respectively, as of September 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 September 30, 2025 and December 31, 2024, respectively.

(3) Amount does not include unamortized deferred financing costs of $ 4 million and $ 3 million as of September 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) Amount also includes unamortized discount of $ 2 million related to the Bluegreen debt recognized at the Bluegreen Acquisition Date as of September 30, 2025 and December 31, 2024.

Senior secured credit facility

4 unchanged sentences

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

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.

As of September 30, 2025, we had $ 68 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 September 30, 2025.

As of September 30, 2025, we have $ 632 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 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.

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

As of September 30, 2025 and December 31, 2024, the estimated fair values of our cash flow hedges were $ 21 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 six months ended June 30, 2025:

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

Net unrealized gain on derivative instruments

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Other comprehensive loss before reclassifications, net

Reclassifications to net loss

Balance as of June 30, 2025

Reclassifications to net income

Balance as of September 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 June 30, 2025.

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

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

Non-recourse Debt

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

($ in millions) June 30,

($ in millions) Weighted Average Interest Rate

September 30,

2025 December 31, 2024

Non-recourse debt (1)

Timeshare Facility with an average rate of 5.624 %, due 2027 (2)

HGV Securitized Debt 2018 with a weighted average rate of 3.602 %, due 2032

HGV Securitized Debt 2019 with a weighted average rate of 2.431 %, due 2033

HGV Securitized Debt 2022-1 with a weighted average rate of 4.304 %, due 2034

HGV Securitized Debt 2022-2 with a weighted average rate of 4.826 %, due 2037

HGV Securitized Debt 2023 with a weighted average rate of 5.937 %, due 2038

HGV Securitized Debt 2024-2 with a weighted average rate of 5.685 %, due 2038

HGV Securitized Debt 2024-1 with a weighted average rate of 6.419 %, due 2039

HGV Securitized Debt 2020 with a weighted average rate of 3.658 %, due 2039

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

Diamond Resorts Owner Trust 2021 with a weighted average rate of 2.160 %, due 2033

Bluegreen Securitized Debt 2018 with a weighted average rate of 4.019 %, due 2034

Bluegreen Securitized Debt 2020 with a weighted average rate of 2.597 %, due 2036

Bluegreen Securitized Debt 2022 with a weighted average rate of 4.599 %, due 2037

Bluegreen Securitized Debt 2023 with a weighted average rate of 6.321 %, due 2038

Quorum Purchase Facility with an average rate of 5.023 %, due 2034

NBA Receivables Facility with an average rate of 6.077 %, due 2031 (5)

Timeshare Facility due 2027 (2)

5.552 % $ 550 $ 428

Securitized Debt due 2032 - 2044 (3)

4.957 % 1,931 1,883

Quorum Purchase Facility due 2034

NBA Receivables Facility due 2031 (6)

6.067 % 20 33

Total non-recourse debt, gross 2,505 2,350

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Total non-recourse debt, net $ 2,472 $ 2,318

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

(1) As of September 30, 2025 and December 31, 2024, weighted-average interest rates were 5.096 % 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 $ 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.

(3) Interest rates as of September 30, 2025 range from 1.410 % to 6.419 %.

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

(5) Amount includes unamortized discounts of $ 6 million and $ 11 million as of September 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.

(6) 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.

(7) Amount includes unamortized deferred financing costs of $ 27 million and $ 21 million as of September 30, 2025 and December 31, 2024, respectively, related to HGV securitized debt.

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

In July 2025, we completed a securitization of approximately ¥ 9.5 billion, or $ 65 million, of gross timeshare financing receivables and issued notes with an average coupon rate of 1.41 % due January 2039.

The issued note is backed by pledged assets, consisting of a pool of HGV loans domiciled in Japan, secured by first mortgages.

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

The proceeds of the note were used for general corporate purposes.

Additionally, in connection with the securitization, we incurred $ 3 million in debt issuance costs.

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 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.

As of September 30, 2025, our Timeshare Facility has a remaining borrowing capacity of $ 300 million.

During the nine months ended September 30, 2025, we repaid $ 1,868 million on the Timeshare Facility and $ 730 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 $ 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.

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

The balances in the depository accounts were $ 97 million and $ 193 million as of September 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 June 30, 2025 were as follows:

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

($ in millions) Debt Non-recourse Debt Total

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

2025 (remaining three months) $ 6 $ 150 $ 156

2026 24 496 520

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

June 30, 2025

September 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 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 effective tax rate for the three months ended September 30, 2025 and 2024 was approximately 38 % and 68 %, respectively.

The effective tax rate for the nine months ended September 30, 2025 and 2024 was approximately 52 % and 66 %.

The effective tax rate decreases for both quarter over quarter and year over year are primarily due to overall change in earnings and prior year one-time expenses related to the Bluegreen Acquisition, partially offset by other discrete items.

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

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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.

We evaluated the Act and do not expect a material impact to our effective tax rate.

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 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.

As of September 30, 2025, there were 2,591,025 shares of common stock available for future issuance under the 2023 plan.

We recognized share-based compensation expense of $ 18 million and $ 11 million for the three months ended September 30, 2025 and 2024 and $ 52 million and $ 37 million for the nine months ended September 30, 2025 and 2024.

On June 30, 2025, the second tranche of the Performance Cash Awards vested for 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.

As of September 30, 2025, unrecognized compensation cost for unvested awards was approximately $ 56 million, which is expected to be recognized over a weighted average period of 2.0 years.

During the nine months ended September 30, 2025, we issued 978,150 Service RSUs with a weighted-average grant date fair value of $ 40.90 , 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 nine months ended September 30, 2025 , we did not grant any Options.

As of September 30, 2025, we had 1,907,598 Options outstanding that were exercisable.

Performance RSUs

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 .

During the nine months ended September 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 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.

During the three and nine months ended September 30, 2025, we recognized $ 1 million and $ 2 million of compensation expense related to this plan, respectively.

During the three and nine months ended September 30, 2024, we recognized less than $ 1 million and $ 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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

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

Net income (loss) attributable to stockholders

Net income attributable to stockholders

$ 25 $ 29 $ 33 $ 27

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$ 0.28 $ 0.28 $ 0.37 $ 0.26

Net income (loss) attributable to stockholders

Net income attributable to stockholders

$ 25 $ 29 $ 33 $ 27

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

(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.

(2) Excludes approximately 3,000 and 2,000 shares of RSUs that would have been anti-dilutive to EPS under the treasury stock method for the three and nine months ended September 30, 2025, respectively.

Also excludes approximately 42,000 and 214,000 shares of RSUs that would have been anti-dilutive to EPS under the treasury stock method for the three and nine months ended September 30, 2024, respectively.

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.

(3) Excludes approximately 14,000 and 9,000 shares of PSUs that would have been anti-dilutive to EPS under the treasury stock method for the three and nine months ended September 30, 2024, respectively.

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.

There were no anti-dilutive PSUs for the three and nine months ended September 30, 2025.

(4) Excludes approximately 608,000 and 1,157,000 shares of Options that would have been anti-dilutive to EPS under the treasury stock method for the three and nine months ended September 30, 2025, respectively.

Also excludes approximately 1,209,000 and 1,120,000 shares of Options that would have been anti-dilutive to EPS under the treasury stock method for the three and nine months ended September 30, 2024, respectively.

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 current and previous share repurchase programs as of June 30, 2025:

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 (the “2025 Repurchase Plan” and together with the 2024 Repurchase Plan, the “Repurchase Plans”), which is in addition to the 2024 Repurchase

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

(in millions) Shares Cost

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Repurchases 11 450

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.

As of September 30, 2025

From October 1, 2025 through October 23, 2025, we repurchased approximately 1.1 million shares for $ 47 million.

As of October 23, 2025, we had $ 531 million of remaining availability under the 2025 Repurchase Plan and none 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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

($ in millions) 2025 2024 2025 2024

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Commissions and other fees 44 38 122 118

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.

We also had $ 2 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 September 30, 2025 and December 31, 2024, respectively.

Apollo Global Management, Inc.

On August 12, 2025, we and certain entities managed by affiliates of Apollo Global Management, Inc.

(the “Selling Stockholders”) entered into an underwriting agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC, as representative of the underwriters named therein, including Apollo Global Securities, LLC, an affiliate of the Selling Stockholders (collectively, the “Underwriters”), in connection with the offer and sale by the Selling Stockholders of 8,050,000 shares of our common stock (including 1,050,000 shares at the option of the Underwriters) (the “Offering”).

As part of the Offering, we repurchased, and subsequently retired, 933,488 shares of our common stock under our Share Repurchase Plans from the Underwriters (the “Share Repurchase”) for an aggregate purchase price of $ 40 million (or approximately $ 42.85 per share), which was the same per share price paid by the Underwriters to the Selling Stockholders.

BUSINESS SEGMENTS

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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,

Three Months Ended September 30, Nine Months Ended September 30,

($ in millions) 2025 2024 2025 2024

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The following tables present Adjusted EBITDA for our reportable segments:

For the three months ended June 30, 2025

For the three months ended September 30, 2025

Real Estate and Financing Resort Operations and Club Management Total

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Segment Adjusted EBITDA $ 184 $ 159 $ 343

For the six months ended June 30, 2025

For the nine months ended September 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

For the three months ended September 30, 2024

Real Estate and Financing Resort Operations and Club Management Total

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Segment Adjusted EBITDA $ 233 $ 156 $ 389

For the six months ended June 30, 2024

For the nine months ended September 30, 2024

Real Estate and Financing Resort Operations and Club Management Total

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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 June 30, Six Months Ended June 30,

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

Three Months Ended September 30, Nine Months Ended September 30,

($ in millions) 2025 2024 2025 2024

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License fee expense ( 56 ) ( 49 ) ( 157 ) ( 124 )

Other gain (loss), net

4 ( 3 ) 10 ( 8 )

Other (loss) gain, net

Interest expense ( 79 ) ( 84 ) ( 235 ) ( 250 )

Income tax (expense) benefit

Income tax expense

( 15 ) ( 61 ) ( 36 ) ( 53 )

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Net income attributable to noncontrolling interest

Net income (loss) attributable to stockholders

Net income attributable to stockholders

$ 25 $ 29 $ 33 $ 27

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

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

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

Real estate sales and financing $ 7,667 $ 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:

Six Months Ended June 30,

Nine Months Ended September 30,

($ in millions) 2025 2024

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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.

As of September 30, 2025, HGV had sales and marketing operations at a total of 141 Bass Pro Shops and Cabela’s Stores, including 7 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 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.

As of September 30, 2025, we were committed to purchase approximately $ 234 million of inventory over a period of 10 years and $ 45 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 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:

During the nine months ended September 30, 2025, we fulfilled $ 33 million of purchases required under our inventory commitments.

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

($ in millions) 2025

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Total $ 24 $ 72 $ 49 $ 95 $ 86 $ 250 $ 576

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

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

As of September 30, 2025 and December 31, 2024, we accrued liabilities of approximately $ 5 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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As part of the cure, the management agreement was assumed during the first quarter of 2025 for $ 47.5 million in exchange for a note payable.

Intangibles and Note 11:

Debt and Non-recourse Debt for additional information.

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.

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.

We utilize surety bonds related to the sales of VOIs in order to meet regulatory requirements of certain states.

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 $ 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.

We have commitments from surety providers in the amount of $ 489 million as of September 30, 2025, which primarily consist of escrow and subsidy related bonds.

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