What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-10-30 compared with 2025-07-31 · 213 added, 220 removed, 323 unchanged (57% of the section changed)

17 unchanged sentences

and the remaining resorts and units are owned by our third-party owners.

“VOI” refers to vacation ownership intervals and interests.

“Developed” refers to VOI inventory that is sourced from projects developed by HGV.

2 unchanged sentences

“Points-based” refers to VOI sales that are backed by physical real estate that is or will be contributed to a trust.

“VOI” refers to vacation ownership intervals and interests.

“Collections” refers to the acquired portfolio of resort properties included in Diamond's single- and multi-use trusts.

16 unchanged sentences

Together our timeshare plans and exchange programs are collectively referred to as “Clubs”.

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

As of September 30, 2025, we have 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.

1 unchanged sentence

We have rebranded many of the Diamond properties, and we expect to continue this process for a majority of the remaining Diamond properties.

During 2025, we anticipate rebranding certain Bluegreen properties to Hilton Grand Vacations brands upon meeting Hilton brand standards.

As of June 30, 2025, we had approximately 725,000 members across our Club offerings.

During the third quarter of 2025, we began rebranding certain Bluegreen properties to Hilton Grand Vacations brands.

We anticipate rebranding the majority of the Bluegreen properties to meet Hilton brand standards.

As of September 30, 2025, we had more than 720,000 members across our Club offerings.

Based on the type of Club membership, members have the flexibility to exchange their VOIs for stays at Hilton Grand Vacations resorts, properties in the Hilton system of 25 industry-leading brands across approximately 9,000 properties, or affiliated properties, as well as numerous experiential vacation options, such as cruises and guided tours, or they have the option to exchange their VOI for various other timeshare resorts throughout the world through an external exchange program, including travel services options.

17 unchanged sentences

Both sales of owned inventory and fee-for-service sales generate long-term, predictable fee streams, by adding to the Club membership base and properties under management, that generate strong returns on invested capital.

For the six months ended June 30, 2025, sales from fee-for-service and just-in-time inventory were 16%, and 11% of contract sales, respectively.

For the nine months ended September 30, 2025, sales from fee-for-service and just-in-time inventory were 17%, and 10% of contract sales, respectively.

See “ Key Business and Financial Metrics — Real Estate Sales Operating Metrics ” for additional discussion of contract sales.

The estimated contract sales value related to our inventory that is currently available for sale at open or soon-to-be open projects and inventory at new or existing projects that will be made available for sale is $13.3 billion at current pricing.

The estimated contract sales value related to our inventory that is either currently available for sale or that will be made available for sale in the future at planned projects is $14.1 billion at current pricing.

Capital efficient arrangements, comprised of our fee-for-service and just-in-time inventory, represented approximately 32% of that supply.

9 unchanged sentences

This agreement became effective on the Bluegreen Acquisition Date.

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.

Additionally, the joint venture between HGV and Bass Pro includes four high-end wilderness resorts under the Big Cedar Lodge brand.

1 unchanged sentence

Tour flow quality impacts key metrics such as close rate and VPG, defined in “ Key Business and Financial Metrics—Real Estate Sales Operating Metrics .” Additionally, the quality of tour flow impacts sales revenue and the collectability of our timeshare financing receivables.

For the six months ended June 30, 2025, 74% of our contract sales were to our existing owners, compared to 71% for the six months ended June 30, 2024.

For the nine months ended September 30, 2025, 73% of our contract sales were to our existing owners, compared to 70% for the nine months ended September 30, 2024.

We provide financing for members purchasing our developed and acquired inventory and generate interest income on the loans.

Our timeshare financing receivables are collateralized by the underlying VOIs and are generally structured as 10-year , fully-amortizing loans that bear a fixed interest rate typically ranging from 2.5% to 25% per annum.

Financing propensity was 65% for both the six months ended June 30, 2025 and 2024, respectively.

Financing propensity was 66% and 69% for the nine months ended September 30, 2025 and 2024, respectively.

We calculate financing propensity as contract sales volume of financed contracts originated in the period divided by all contract sales volume originated in the period.

2 unchanged sentences

and Canadian borrowers at the time of origination were as follows:

Six Months Ended June 30,

Nine Months Ended September 30,

Weighted-average FICO score 734 740

88 unchanged sentences

Furthermore, these measures have limitations as analytical tools and should not be considered either in isolation or as a substitute for net income (loss) or other methods of analyzing our results as reported under U.S.

Such limitations include the fact that these measures only include those revenues and expenses related to one of the four specified operating activities as opposed to on a consolidated basis, and other limitations that are similar to those discussed above under “EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders.” See below under “ Reconciliation of Non-GAAP Profit Measures to GAAP Measure ” for reconciliation of these four profit measures to net income (loss) attributable to stockholders and net income (loss), our most comparable U.S.

Such limitations include the fact that these measures only include those revenues and expenses related to one of the four specified operating activities as opposed to on a consolidated basis, and other limitations that are similar to those discussed above under “EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders.” See below under “ Reconciliation of Non-GAAP Measures to GAAP Measures ” for reconciliation of these four profit measures to net income (loss) attributable to stockholders and net income (loss), our most comparable U.S.

GAAP financial measures.

Results of Operations

Three and Six Months Ended June 30, 2025 Compared with the Three and Six Months Ended June 30, 2024

Segment Results

The following tables present our revenues by segment.

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

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

($ in millions) 2025 2024 $ % 2025 2024 $ %

Real estate sales and financing $ 760 $ 740 $ 20 2.7 $ 1,405 $ 1,427 $ (22) (1.5)

Resort operations and club management

405 386 19 4.9 796 746 50 6.7

Total segment revenues 1,165 1,126 39 3.5 2,201 2,173 28 1.3

Cost reimbursements 128 129 (1) (0.8) 261 251 10 4.0

Intersegment eliminations (1)

(27) (20) (7) 35.0 (48) (33) (15) 45.5

Total revenues $ 1,266 $ 1,235 $ 31 2.5 $ 2,414 $ 2,391 $ 23 1.0

(1) See Note 17:

Business Segments in our unaudited condensed consolidated financial statements for details on the intersegment eliminations.

The following table reconciles net income (loss) attributable to stockholders and net income (loss), our most comparable U.S.

GAAP financial measures, to EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders:

Three Months Ended June 30, Variance (1)

Six Months Ended June 30, Variance (1)

($ in millions) 2025 2024 $ % 2025 2024 $ %

Net income (loss) attributable to stockholders

$ 25 $ 2 $ 23 NM $ 8 $ (2) $ 10 NM

Net income attributable to noncontrolling interest

3 2 1 50.0 8 4 4 100.0

28 4 24 NM 16 2 14 NM

Interest expense 79 87 (8) (9.2) 156 166 (10) (6.0)

Income tax expense (benefit)

15 3 12 NM 21 (8) 29 NM

Depreciation and amortization 59 68 (9) (13.2) 126 130 (4) (3.1)

Interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates 1 2 (1) (50.0) 1 3 (2) (66.7)

EBITDA 182 164 18 11.0 320 293 27 9.2

Other (gain) loss, net

(4) 3 (7) NM (10) 8 (18) NM

Share-based compensation expense 23 18 5 27.8 35 27 8 29.6

Impairment expense 1 — 1 100.0 1 2 (1) (50.0)

Acquisition and integration-related expense 26 48 (22) (45.8) 54 157 (103) (65.6)

Other adjustment items (2)

10 33 (23) (69.7) 23 55 (32) (58.2)

Adjusted EBITDA 238 266 (28) (10.5) 423 542 (119) (22.0)

Adjusted EBITDA attributable to noncontrolling interest

5 4 1 25.0 10 7 3 42.9

Adjusted EBITDA attributable to stockholders

$ 233 $ 262 $ (29) (11.1) $ 413 $ 535 $ (122) (22.8)

(1) NM - fluctuation in terms of percentage change is not meaningful.

(2) These amounts include costs associated with restructuring, one-time charges, other non-cash items, and amortization of fair value premiums and discounts resulting from purchase accounting.

We evaluate our business segment operating performance using segment Adjusted EBITDA, as described in Note 17:

Business Segments in our unaudited condensed consolidated financial statements.

For a discussion of our definition of EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders, how management uses them to manage our business and material limitations on their usefulness, refer to “—Key Business and Financial Metrics—EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders.” The following table reconciles our segment Adjusted EBITDA to Adjusted EBITDA to Adjusted EBITDA Attributable to Stockholders:

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

($ in millions) 2025 2024 $ % 2025 2024 $ %

Adjusted EBITDA:

Real estate sales and financing (1)

$ 176 $ 193 $ (17) (8.8) $ 309 $ 399 $ (90) (22.6)

Resort operations and club management (1)

149 152 (3) (2.0) 282 286 (4) (1.4)

Adjusted EBITDA from unconsolidated affiliates 7 5 2 40.0 12 11 1 9.1

License fee expense (52) (40) (12) 30.0 (101) (75) (26) 34.7

General and administrative (2)

(42) (44) 2 (4.5) (79) (79) — —

Adjusted EBITDA 238 266 (28) (10.5) 423 542 (119) (22.0)

Adjusted EBITDA attributable to noncontrolling interest

5 4 1 25.0 10 7 3 42.9

Total Adjusted EBITDA attributable to stockholders

$ 233 $ 262 $ (29) (11.1) $ 413 $ 535 $ (122) (22.8)

(1) Includes intersegment transactions, share-based compensation, depreciation and other adjustments attributable to the segments

(2) Adjusts for segment related share-based compensation, depreciation and other adjustment items.

Real estate sales and financing Adjusted EBITDA decreased by $17 million for the three months ended June 30, 2025, compared to the same period in 2024 primarily due to an increase in Sales and marketing expense of $26 million and a decrease in Sales of VOI, net of $2 million, partially offset by an increase in Financing profit of $14 million.

Real estate sales and financing Adjusted EBITDA decreased by $90 million for the six months ended June 30, 2025, compared to the same period in 2024, primarily due to a decrease in Sales of VOI, net of $62 million and an increase in Sales and marketing expense of $50 million, partially offset by an increase in Financing profit of $19 million.

Refer to “—Real Estate” and “—Financing” for further discussion on the revenues and expenses of the Real estate sales and financing segment.

Resort operations and club management segment adjusted EBITDA remained consistent for both the three and six months ended June 30, 2025 when compared to the same periods in 2024.

Refer to “— Resort and Club Management” and “—Rental and Ancillary Services” for further discussion on the revenues and expenses of the Resort operations and club management segment.

Reconciliation of Non-GAAP Profit Measures to GAAP Measure

The following table reconciles net income (loss) attributable to stockholders and net income (loss), our most comparable U.S.

GAAP financial measures, to EBITDA and the total of our real estate, financing, resort and club management, and rental and ancillary services profit measures.

Three Months Ended June 30, Variance (1)

Six Months Ended June 30, Variance (1)

($ in millions) 2025 2024 $ % 2025 2024 $ %

Net income (loss) attributable to stockholders

$ 25 $ 2 $ 23 NM $ 8 $ (2) $ 10 NM

Net income attributable to noncontrolling interest

Real Estate Sales Operating Metrics

Three Months Ended September 30, Variance (1)

Nine Months Ended September 30, Variance (1)

($ in millions, except Tour flow and VPG) 2025 2024 $ % 2025 2024 $ %

Contract sales $ 907 $ 777 $ 130 16.7 $ 2,462 $ 2,165 $ 297 13.7

Fee-for-service sales (2)

(156) (139) (17) 12.2 (409) (387) (22) 5.7

28 4 24 NM 16 2 14 NM

Interest expense 79 87 (8) (9.2) 156 166 (10) (6.0)

Income tax expense (benefit)

15 3 12 NM 21 (8) 29 NM

Depreciation and amortization 59 68 (9) (13.2) 126 130 (4) (3.1)

Interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates 1 2 (1) (50.0) 1 3 (2) (66.7)

EBITDA 182 164 18 11.0 320 293 27 9.2

Other (gain) loss, net

Provision for financing receivables losses (126) (114) (12) 10.5 (293) (272) (21) 7.7

Reportability and other:

Net (deferrals) recognitions of sales of VOIs under construction (3)

(99) 49 (148) NM (307) 38 (345) NM

Equity in earnings from unconsolidated affiliates (2)

(7) (5) (2) 40.0 (12) (11) (1) 9.1

Impairment expense

1 — 1 100.0 1 2 (1) (50.0)

License fee expense 52 40 12 30.0 101 75 26 34.7

Acquisition and integration-related expense 26 48 (22) (45.8) 54 157 (103) (65.6)

General and administrative 58 58 — — 104 103 1 1.0

Profit $ 308 $ 308 $ — — $ 558 $ 627 $ (69) (11.0)

Real estate profit $ 117 $ 120 $ (3) (2.5) $ 187 $ 254 $ (67) (26.4)

Financing profit 72 58 14 24.1 142 123 19 15.4

Resort and club management profit 127 123 4 3.3 256 235 21 8.9

Rental and ancillary services profit (8) 7 (15) NM (27) 15 (42) NM

Profit $ 308 $ 308 $ — — $ 558 $ 627 $ (69) (11.0)

(53) (23) (30) NM (133) (85) (48) 56.5

Sales of VOIs, net $ 473 $ 550 $ (77) (14.0) $ 1,320 $ 1,459 $ (139) (9.5)

Tour flow 232,035 227,790 4,245 631,782 628,316 3,466

VPG $ 3,891 $ 3,392 $ 499 $ 3,880 $ 3,423 $ 457

(1) NM - fluctuation in terms of percentage change is not meaningful.

(2) Excludes impact of interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates of $1 million for the three and six months ended June 30, 2025, and $2 million and $3 million for the three and six months ended June 30, 2024, respectively.

Reconciliation of Non-GAAP Real Estate Measures to GAAP Measures

The following table reconciles our Fee-for-service commissions, package sales and other fees revenue, our most comparable U.S.

GAAP financial measure, to Fee-for-service commissions, and Sales and marketing expense, our most comparable U.S.

GAAP financial measure, to Sales and marketing expense, net.

Fee-for-service commissions and Sales and marketing expense, net, are used in calculating our real estate profit and real estate profit margin.

See “Real Estate Sales and Financing Segment—Real Estate” below.

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

($ in millions) 2025 2024 $ % 2025 2024 $ %

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

$ 165 $ 167 $ (2) (1.2) $ 307 $ 312 $ (5) (1.6)

Package sales and other fees (1)

(81) (79) (2) 2.5 (155) (160) 5 (3.1)

Fee-for-service commissions

$ 84 $ 88 $ (4) (4.5) $ 152 $ 152 $ — —

Sales and marketing expense $ 479 $ 453 $ 26 5.7 $ 904 $ 854 $ 50 5.9

Package sales and other fees (1)

(81) (79) (2) 2.5 (155) (160) 5 (3.1)

Sales and marketing expense, net $ 398 $ 374 $ 24 6.4 $ 749 $ 694 $ 55 7.9

(1) Includes revenue recognized through our marketing programs for existing owners and prospective first-time buyers and revenue associated with sales incentives, title service and document compliance.

Real Estate Sales and Financing Segment

(2) Represents contract sales from fee-for-service properties on which we earn Fee-for-service commissions and brand fees.

(3) Represents the net impact related to deferrals of revenues related to the Sales of VOIs under construction that are recognized when construction is complete.

(4) Includes adjustments for revenue recognition, including sales incentives and amounts in rescission.

Contract sales increased $130 million for the three months ended September 30, 2025, compared to the same period in 2024, primarily due to a 14.7% increase in VPG and new inventory available for sale.

Contract sales increased $297 million for the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to a 13.4% increase in VPG and new inventory available for sale.

Net Construction Deferral Activity

In accordance with Accounting Standards Codification Topic 606, “ Revenue from Contracts with Customers” (“ASC 606”), revenue and the related costs to fulfill and acquire the contract (“direct costs”) from sales of VOIs under construction are deferred until the point in time when construction activities are deemed to be completed.

3 unchanged sentences

The following table represents deferrals and recognitions of Sales of VOI revenue and direct costs for properties under construction:

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

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

($ in millions) 2025 2024 $ 2025 2024 $

13 unchanged sentences

$ (57) $ 27 $ (84) $ (170) $ 22 $ (192)

See “Reconciliation of Profit Measures to GAAP Measure” above.

Three Months Ended June 30, Variance (1)

Six Months Ended June 30, Variance (1)

($ in millions, except Tour flow and VPG) 2025 2024 $ % 2025 2024 $ %

Contract sales $ 834 $ 757 $ 77 10.2 $ 1,555 $ 1,388 $ 167 12.0

Fee-for-service sales (2)

Results of Operations

Three and Nine Months Ended September 30, 2025 Compared with the Three and Nine Months Ended September 30, 2024

Segment Results

The following tables present our revenues by segment.

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

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

($ in millions) 2025 2024 $ % 2025 2024 $ %

Real estate sales and financing $ 789 $ 814 $ (25) (3.1) $ 2,194 $ 2,241 $ (47) (2.1)

Resort operations and club management

406 383 23 6.0 1,202 1,129 73 6.5

Provision for financing receivables losses (95) (94) (1) 1.1 (167) (158) (9) 5.7

Reportability and other:

Net (deferrals) recognitions of sales of VOIs under construction (3)

(82) (13) (69) NM (208) (11) (197) NM

Total segment revenues 1,195 1,197 (2) (0.2) 3,396 3,370 26 0.8

Cost reimbursements 132 130 2 1.5 393 381 12 3.1

Intersegment eliminations (1)

(27) (21) (6) 28.6 (75) (54) (21) 38.9

Sales of VOIs, net $ 469 $ 471 $ (2) (0.4) $ 847 $ 909 $ (62) (6.8)

Tour flow 225,222 226,388 (1,166) 399,747 400,526 (779)

VPG $ 3,690 $ 3,320 $ 370 $ 3,874 $ 3,441 $ 433

(1) NM - fluctuation in terms of percentage change is not meaningful.

(2) Represents contract sales from fee-for-service properties on which we earn Fee-for-service commissions and brand fees.

(3) Represents the net recognition of revenues related to the Sales of VOIs under construction that are recognized when construction is complete.

(4) Includes adjustments for revenue recognition, including sales incentives and amounts in rescission.

Contract sales increased $77 million for the three months ended June 30, 2025, compared to the same period in 2024, primarily due to an 11.1% increase in VPG and new inventory available for sale.

Contract sales increased $167 million for the six months ended June 30, 2025, compared to the same period in 2024, primarily due to a 12.6% increase in VPG and new inventory available for sale.

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

Total revenues $ 1,300 $ 1,306 $ (6) (0.5) $ 3,714 $ 3,697 $ 17 0.5

(1) See Note 17:

Business Segments in our unaudited condensed consolidated financial statements for details on the intersegment eliminations.

Real Estate Sales and Financing Segment

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

($ in millions) 2025 2024 $ % 2025 2024 $ %

9 unchanged sentences

21.3 % 26.4 % 19.7 % 24.9 %

(1) Excluding the marketing revenue and other fees adjustment, Real estate profit margin was 18.5% and 18.8% for the three months ended June 30, 2025 and 2024, respectively, and 16.2% and 20.8% for the six months ended June 30, 2025 and 2024, respectively.

For the three months ended June 30, 2025, Real estate profit, Sales revenue and Real estate expense remained consistent when compared to the same period in 2024.

Real estate profit decreased $67 million, for the six months ended June 30, 2025, compared to the same period in 2024, primarily due to a decrease in Sales of VOI, net and increase in Sales and marketing expense, net partially offset by a decrease in Cost of VOI sales.

Sales revenue decreased $62 million, for the six months ended June 30, 2025, compared to the same period in 2024, primarily due to net deferrals of $208 million in 2025 compared to net deferrals of $11 million in 2024, partially offset by an increase in owned contract sales of $162 million.

Real estate expense increased $5 million, for the six months ended June 30, 2025, compared to the same period in 2024, primarily due to an increase in selling expenses of $63 million and an increase in marketing and other expenses of $34 million, partially offset net deferrals of $95 million in 2025 compared to net deferrals of $6 million in 2024.

Three Months Ended June 30, Variance (1)

Six Months Ended June 30, Variance

(1) Excluding the marketing revenue and other fees adjustment, Real estate profit margin was 18.3% and 23.6% for the three months ended September 30, 2025 and 2024, respectively, and 17.0% and 21.8% for the nine months ended September 30, 2025 and 2024, respectively.

Sales revenue decreased $66 million, for the three months ended September 30, 2025, compared to the same period in 2024, primarily due to net deferrals of $99 million in 2025 compared to a net recognition of $49 million in 2024, and increases in sales incentives of $22 million and the provision for receivable losses of $12 million, partially offset by an increase in contract sales excluding fee-for-service of $113 million.

Sales revenue decreased $128 million, for the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to net deferrals of $307 million in 2025 compared to a net recognition of $38 million in 2024, and increases in sales incentives of $36 million and the provision for receivable losses of $21 million, partially offset by an increase in contract sales excluding fee-for-service of $275 million.

Real estate expense decreased $20 million, for the three months ended September 30, 2025, compared to the same period in 2024, primarily due to net deferrals of $42 million in 2025 compared to net recognitions of $22 million in 2024, partially offset by an increases in selling expenses of $31 million and costs of contract sales excluding fee-for-service of $14 million.

Real estate expense decreased $15 million, for the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to net deferrals of $137 million in 2025 compared to net recognitions of $16 million in 2024,

partially offset by an increases in selling expenses of $94 million and costs of contract sales excluding fee-for-service of $43 million.

Three Months Ended September 30, Variance

Nine Months Ended September 30, Variance

($ in millions) 2025 2024 $ % 2025 2024 $ %

13 unchanged sentences

Financing profit margin 58.6 % 57.1 % 57.3 % 58.8 %

Financing profit increased $14 million and $19 million for both the three and six months ended June 30, 2025, compared to the same periods in 2024, primarily due to an increase in financing revenues, partially offset by an increase in financing expenses.

Financing revenue increased $24 million for the three months ended June 30, 2025, compared to the same period in 2024, primarily due to a decrease in the premium amortization of acquired timeshare financing receivables.

Financing revenue increased $45 million, for the six months ended June 30, 2025, compared to the same period in 2024, primarily due to an increase in the average outstanding balance of the timeshare financing receivables portfolio and a decrease in the premium amortization of the acquired timeshare financing receivables of $28 million.

Financing expense increased $10 million for the three months ended June 30, 2025, compared to the same period in 2024, primarily due to a $6 million increase in expenses incurred to manage our portfolios and an increase in consumer financing interest expense of $4 million due to an increase in the weighted average non-recourse debt balance.

Financing expense increased $26 million for the six months ended June 30, 2025, compared to the same period in 2024, primarily due to a $16 million increase in expenses incurred to manage our portfolios and an increase in consumer financing interest expense of $10 million due to an increase in the weighted average non-recourse debt balance.

Financing revenue increased $23 million for the three months ended September 30, 2025, compared to the same period in 2024, primarily due to a decrease in the premium amortization of acquired timeshare financing receivables of $15 million and an increase in the average outstanding balance of the timeshare financing receivables portfolio.

Financing revenue increased $68 million, for the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to a decrease in the premium amortization of acquired timeshare financing receivables of $43 million and an increase in the average outstanding balance of the timeshare financing receivables portfolio.

Financing expense increased $8 million for the three months ended September 30, 2025, compared to the same period in 2024, primarily due to increases in consumer financing interest expense of $5 million due to an increase in the weighted average non-recourse debt balance and expenses incurred to manage our portfolios of $3 million.

Financing expense increased $34 million for the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to increases in expense incurred to manage our portfolios of $19 million and consumer financing interest expense of $15 million due to an increase in the weighted average non-recourse debt balance.

Resort Operations and Club Management Segment

Resort and Club Management

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

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

($ in millions) 2025 2024 $ % 2025 2024 $ %

7 unchanged sentences

Resort and club management profit margin 69.9 % 72.1 % 69.9 % 70.5 %

Resort and club management profit increased $4 million and $21 million for both the three and six months ended June 30, 2025, compared to the same periods in 2024, due to an increase in revenues partially offset by an increase in expenses.

Resort and club management revenue increased $12 million for the three months ended June 30, 2025, compared to the same period in 2024, primarily due to increases in management fee revenue of $6 million, license fee revenue of $3 million and annual club dues revenue of $2 million.

Resort and club management revenue increased $29 million for the six months ended June 30, 2025, compared to the same period in 2024, primarily due to increases in management fee revenue of $10 million, annual club dues revenue of $7 million and license fee revenue of $6 million.

Resort and club management expenses increased $8 million for both the three and six months ended June 30, 2025, compared to the same periods in 2024, primarily due to an increase in property management expenses.

Resort and club management revenue increased $14 million for the three months ended September 30, 2025, compared to the same period in 2024, primarily due to increases in management fee revenue of $4 million, license fee revenue of $3 million and club annual dues revenue of $2 million.

Resort and club management revenue increased $43 million for the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to increases in management fee revenue of $14 million, club annual dues revenue of $9 million and license fee revenue of $8 million.

Resort and club management expenses increased $8 million and $16 million for both the three and nine months ended September 30, 2025, compared to the same periods in 2024, primarily due to property management expenses.

Rental and Ancillary Services

Three Months Ended June 30, Variance (1)

Six Months Ended June 30, Variance (1)

Three Months Ended September 30, Variance (1)

Nine Months Ended September 30, Variance (1)

($ in millions) 2025 2024 $ % 2025 2024 $ %

8 unchanged sentences

(1) NM - fluctuation in terms of percentage change is not meaningful.

Rental and ancillary services profit decreased by $15 million and $42 million for both the three and six months ended June 30, 2025, compared to the same periods in 2024, primarily due to an increase in expenses.

Rental and ancillary services revenue remained consistent for both the three and six months ended June 30, 2025, compared to the same periods in 2024.

Rental and ancillary services expenses increased $15 million and $48 million for the three months ended June 30, 2025, compared to the same periods in 2024, primarily due to an increase in maintenance fees.

Rental and ancillary services revenue remained consistent for both the three and nine months ended September 30, 2025, compared to the same periods in 2024.

Rental and ancillary services expenses increased $12 million and $60 million for the three months ended September 30, 2025, compared to the same periods in 2024, primarily due to an increase in maintenance fees.

Other Operating Expenses

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

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

($ in millions) 2025 2024 $ % 2025 2024 $ %

4 unchanged sentences

1 — 1 100.0 2 2 — —

For the three and six months ended June 30, 2025, the increase in other operating expenses was primarily due to an increase in license fee expense partially offset by a decrease in depreciation and amortization, when compared to the same periods in 2024.

License fee expense increased by $12 million and $26 million for both the three and six months ended June 30, 2025, when compared to the same periods in 2024.

The increase was primarily due to licensing fees paid to Hilton.

For the three and nine months ended September 30, 2025, the increase in other operating expenses was primarily due to General and administrative and License fee expense.

General and administrative increased by $14 million and $15 million for both the three and nine months ended September 30, 2025, when compared to the same periods in 2024, primarily due to employee-related costs.

License fee expense increased by $7 million and $33 million for both the three and nine months ended September 30, 2025, when compared to the same periods in 2024, primarily due to licensing fees paid to Hilton.

Acquisition and Integration-Related Expense

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

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

($ in millions) 2025 2024 $ % 2025 2024 $ %

2 unchanged sentences

Integration costs include technology-related costs, fees paid to management consultants, rebranding fees and employee-related costs such as severance and retention.

For the three and six months ended June 30, 2025, acquisition and integration-related costs decreased by $22 million and $103 million, respectively, when compared to the same periods in 2024.

The decrease was primarily driven by the Bluegreen Acquisition that occurred in the first quarter of 2024.

For the three and nine months ended September 30, 2025, acquisition and integration-related costs decreased by $12 million and $115 million, respectively, when compared to the same periods in 2024.

The decrease was primarily driven by the Bluegreen Acquisition in 2024.

Non-Operating Expenses

Three Months Ended June 30, Variance (1)

Six Months Ended June 30, Variance (1)

Three Months Ended September 30, Variance (1)

Nine Months Ended September 30, Variance (1)

($ in millions) 2025 2024 $ % 2025 2024 $ %

1 unchanged sentence

Equity in earnings from unconsolidated affiliates (6) (4) (2) 50.0 (17) (12) (5) 41.7

Other (gain) loss, net

(4) 3 (7) NM (10) 8 (18) NM

Income tax expense (benefit)

Other loss (gain), net

3 (9) 12 NM (7) (1) (6) NM

Income tax expense

15 61 (46) (75.4) 36 53 (17) (32.1)

(1) NM - fluctuation in terms of percentage change is not meaningful

The changes in non-operating expenses for the three and six months ended June 30, 2025, compared to the same periods in 2024, were primarily due to decreases in interest expense and other (gain) loss, net partially offset by an increase in income tax expense.

The changes in non-operating expenses for the three and nine months ended September 30, 2025, compared to the same periods in 2024, were primarily due to income tax expense, interest expense and other loss (gain), net.

For the three months ended September 30, 2025, the decrease in income tax expense was primarily driven by the overall change in earnings and prior year one-time expenses related to the Bluegreen Acquisition compared to the same period in 2024.

For the nine months ended September 30, 2025, the decrease in income tax expense was primarily driven by the overall change in earnings and prior year one-time expenses related to the Bluegreen Acquisition partially offset by discrete items compared to the same period in 2024.

The decrease in interest expense was primarily due to a decrease in the overall debt balance and a decrease in the weighted average interest rate.

The change in other (gain) loss is primarily due to revaluation of our foreign currency transactions.

For the three months ended June 30, 2025, the increase in income tax expense was primarily driven by the overall change in pretax earnings compared to the same period in 2024.

For the six months ended June 30, 2025, the increase in income tax expense was primarily driven by the overall change in pretax earnings and discrete items compared to the same period in 2024.

The change in other loss (gain), net is primarily due to revaluation of our foreign currency transactions.

Net income attributable to noncontrolling interest

Three Months Ended June 30, Variance (1)

Six Months Ended June 30, Variance

Three Months Ended September 30, Variance

Nine Months Ended September 30, Variance

($ in millions) 2025 2024 $ % 2025 2024 $ %

3 unchanged sentences

Net income attributable to noncontrolling interest is the portion of Big Cedar that is attributable to Big Cedar Vacations, LLC, which holds the remaining 49% equity interest.

Reconciliation of Non-GAAP Measures to GAAP Measures

The following table reconciles net income attributable to stockholders and net income, our most comparable U.S.

GAAP financial measures, to EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders:

Three Months Ended September 30, Variance (1)

Nine Months Ended September 30, Variance (1)

($ in millions) 2025 2024 $ % 2025 2024 $ %

Net income attributable to stockholders

$ 25 $ 29 $ (4) (13.8) $ 33 $ 27 $ 6 22.2

Net income attributable to noncontrolling interest

5 3 2 66.7 13 7 6 85.7

30 32 (2) (6.3) 46 34 12 35.3

Interest expense 79 84 (5) (6.0) 235 250 (15) (6.0)

Income tax expense

15 61 (46) (75.4) 36 53 (17) (32.1)

Depreciation and amortization 67 68 (1) (1.5) 193 198 (5) (2.5)

Interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates — (1) 1 (100.0) 1 2 (1) (50.0)

EBITDA 191 244 (53) (21.7) 511 537 (26) (4.8)

Other loss (gain), net

3 (9) 12 NM (7) (1) (6) NM

Share-based compensation expense 19 11 8 72.7 54 38 16 42.1

Impairment expense 1 — 1 100.0 2 2 — —

Acquisition and integration-related expense 24 36 (12) (33.3) 78 193 (115) (59.6)

Other adjustment items (2)

11 25 (14) (56.0) 34 80 (46) (57.5)

Adjusted EBITDA 249 307 (58) (18.9) 672 849 (177) (20.8)

Adjusted EBITDA attributable to noncontrolling interest 4 4 — — 14 11 3 27.3

Adjusted EBITDA attributable to stockholders $ 245 $ 303 $ (58) (19.1) $ 658 $ 838 $ (180) (21.5)

(1) NM - fluctuation in terms of percentage change not meaningful.

(2) These amounts include costs associated with restructuring, one-time charges, other non-cash items, and amortization of fair value premiums and discounts resulting from purchase accounting.

The following table reconciles net income attributable to stockholders and net income, our most comparable U.S.

GAAP financial measures, to EBITDA and the total of our real estate, financing, resort and club management, and rental and ancillary services profit measures.

Three Months Ended September 30, Variance (1)

Nine Months Ended September 30, Variance (1)

($ in millions) 2025 2024 $ % 2025 2024 $ %

Net income attributable to stockholders

$ 25 $ 29 $ (4) (13.8) $ 33 $ 27 $ 6 22.2

Net income attributable to noncontrolling interest

5 3 2 66.7 13 7 6 85.7

30 32 (2) (6.3) 46 34 12 35.3

Interest expense 79 84 (5) (6.0) 235 250 (15) (6.0)

Income tax expense

15 61 (46) (75.4) 36 53 (17) (32.1)

Depreciation and amortization 67 68 (1) (1.5) 193 198 (5) (2.5)

Interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates — (1) 1 (100.0) 1 2 (1) (50.0)

EBITDA 191 244 (53) (21.7) 511 537 (26) (4.8)

Other loss (gain), net

3 (9) 12 NM (7) (1) (6) NM

Equity in earnings from unconsolidated affiliates (2)

(6) (3) (3) 100.0 (18) (14) (4) 28.6

Impairment expense

1 — 1 100.0 2 2 — —

License fee expense 56 49 7 14.3 157 124 33 26.6

Acquisition and integration-related expense 24 36 (12) (33.3) 78 193 (115) (59.6)

General and administrative 58 44 14 31.8 162 147 15 10.2

Profit $ 327 $ 361 $ (34) (9.4) $ 885 $ 988 $ (103) (10.4)

Real estate profit $ 121 $ 167 $ (46) (27.5) $ 308 $ 421 $ (113) (26.8)

Financing profit 75 60 15 25.0 217 183 34 18.6

Resort and club management profit 135 129 6 4.7 391 364 27 7.4

Rental and ancillary services profit (4) 5 (9) NM (31) 20 (51) NM

Profit $ 327 $ 361 $ (34) (9.4) $ 885 $ 988 $ (103) (10.4)

(1) NM - fluctuation in terms of percentage change is not meaningful.

(2) Excludes impact of interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates of $1 million for the nine months ended September 30, 2025, and $(1) million and $2 million for the three and nine months ended September 30, 2024, respectively.

We evaluate our business segment operating performance using segment Adjusted EBITDA, as described in Note 17:

Business Segments in our unaudited condensed consolidated financial statements.

The following table reconciles our segment Adjusted EBITDA to Adjusted EBITDA to Adjusted EBITDA Attributable to Stockholders:

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

($ in millions) 2025 2024 $ % 2025 2024 $ %

Adjusted EBITDA:

Real estate sales and financing (1)

$ 184 $ 233 $ (49) (21.0) $ 493 $ 632 $ (139) (22.0)

Resort operations and club management (1)

159 156 3 1.9 441 442 (1) (0.2)

Adjusted EBITDA from unconsolidated affiliates 5 3 2 66.7 17 14 3 21.4

License fee expense (56) (49) (7) 14.3 (157) (124) (33) 26.6

General and administrative (2)

(43) (36) (7) 19.4 (122) (115) (7) 6.1

Adjusted EBITDA 249 307 (58) (18.9) 672 849 (177) (20.8)

Adjusted EBITDA attributable to noncontrolling interest

4 4 — — 14 11 3 27.3

Total Adjusted EBITDA attributable to stockholders

$ 245 $ 303 $ (58) (19.1) $ 658 $ 838 $ (180) (21.5)

(1) Includes intersegment transactions, share-based compensation, depreciation and other adjustments attributable to the segments.

(2) Adjusts for segment related share-based compensation, depreciation and other adjustment items.

The following table reconciles our Fee-for-service commissions, package sales and other fees revenue, our most comparable U.S.

GAAP financial measure, to Fee-for-service commissions, and Sales and marketing expense, our most comparable U.S.

GAAP financial measure, to Sales and marketing expense, net.

Fee-for-service commissions and Sales and marketing expense, net, are used in calculating our real estate profit and real estate profit margin.

See “Real Estate Sales and Financing Segment—Real Estate” below.

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

($ in millions) 2025 2024 $ % 2025 2024 $ %

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

$ 188 $ 159 $ 29 18.2 $ 495 $ 471 $ 24 5.1

Package sales and other fees (1)

(94) (76) (18) 23.7 (249) (236) (13) 5.5

Fee-for-service commissions

$ 94 $ 83 $ 11 13.3 $ 246 $ 235 $ 11 4.7

Sales and marketing expense $ 497 $ 467 $ 30 6.4 $ 1,401 $ 1,321 $ 80 6.1

Package sales and other fees (1)

(94) (76) (18) 23.7 (249) (236) (13) 5.5

Sales and marketing expense, net $ 403 $ 391 $ 12 3.1 $ 1,152 $ 1,085 $ 67 6.2

Liquidity and Capital Resources

Our cash management objectives are to maintain the availability of liquidity, minimize operational costs, make debt payments and fund future acquisitions and development projects.

Our known short-term liquidity requirements primarily consist of funds necessary to pay for operating expenses and other expenditures, including payroll and related benefits, legal costs, operating costs associated with the operation of our resorts and sales centers, interest and scheduled principal payments on our outstanding indebtedness, inventory-related purchase commitments, and capital expenditures for renovations and maintenance at our offices and sales centers.

Our long-term liquidity requirements primarily consist of funds necessary to pay for scheduled debt maturities, inventory-related purchase commitments and costs associated with potential acquisitions and development projects, including rebranding.

Our known short-term liquidity requirements primarily consist of funds necessary to pay for operating expenses and other expenditures, including payroll and related benefits, legal costs, operating costs associated with the operation of our resorts and sales centers, interest and scheduled principal payments on our outstanding indebtedness, inventory-related purchase commitments, capital expenditures for renovations and maintenance at our offices and sales centers, and share repurchases.

Our long-term liquidity requirements primarily consist of funds necessary to pay for scheduled debt maturities, inventory-related purchase commitments, costs associated with potential acquisitions and development projects, including rebranding, and share repurchases.

We finance our short- and long-term liquidity needs primarily through cash and cash equivalents, cash generated from our operations, draws on our revolver credit facility, our non-recourse revolving timeshare credit facility (“Timeshare Facility”), and through periodic securitizations of our timeshare financing receivables.

• As of June 30, 2025, we had total cash and cash equivalents of $269 million and restricted cash of $323 million.

• As of September 30, 2025, we had total cash and cash equivalents of $215 million and restricted cash of $328 million.

Restricted cash primarily consists of escrow deposits received on VOI sales and reserves related to non-recourse debt.

• During the six months ended June 30, 2025, we repurchased 8 million shares for $300 million under our share repurchase program.

• During the nine months ended September 30, 2025, we repurchased 11 million shares for $450 million, excluding the excise tax, under our share repurchase programs.

Earnings Per Share for additional information.

2 unchanged sentences

Debt and Non-Recourse Debt for additional information.

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

• As of June 30, 2025, we had an aggregate of $120 million remaining borrowing capacity under our Timeshare Facility.

As of June 30, 2025, we had $937 million of notes that were current on payments but not securitized.

• In July 2025, we completed a securitization of approximately ¥9.5 billion, or $65 million, of gross timeshare financing receivables domiciled in Japan.

The proceeds were primarily used for general corporate purposes.

Debt and Non-Recourse Debt for additional information.

• In August 2025, we completed a securitization of approximately $400 million of gross timeshare financing receivables.

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

Debt and Non-Recourse Debt for additional information.

• As of September 30, 2025, we had $632 million remaining borrowing capacity under the revolver facility.

• As of September 30, 2025, we had an aggregate of $300 million remaining borrowing capacity under our Timeshare Facility.

As of September 30, 2025, we had $1.1 billion of notes that were current on payments but not securitized.

Of that figure, approximately $586 million could be monetized through either warehouse borrowing or securitization while another $358 million of mortgage notes we anticipate being eligible following certain customary milestones such as first payment, deeding and recording.

1 unchanged sentence

We have made commitments with developers to purchase vacation ownership units at a future date to be marketed and sold under our Hilton Grand Vacations brand.

As of June 30, 2025, our inventory-related purchase commitments totaled $256 million to be fulfilled over a period of 10 years.

As of September 30, 2025, our inventory-related purchase commitments totaled $234 million to be fulfilled over a period of 10 years.

Sources and Uses of Our Cash

The following table summarizes our net cash flows and key metrics related to our liquidity:

Six Months Ended June 30, Variance

Nine Months Ended September 30, Variance

($ in millions) 2025 2024 $

12 unchanged sentences

over time, we generally receive more cash from the sale of an owned VOI as compared to that from a fee-for-service sale.

The decrease in net cash provided by operating activities for the six months ended June 30, 2025, compared to the same period in 2024, was primarily due to a decrease in depreciation and amortization expenses of $30 million and an increase in purchases of inventory from a third-party developer of $11 million, partially offset by an increase in provision for financing receivable losses of $21 million and an increase in share-based compensation expense of $8 million.

The decrease in net cash provided by operating activities for the nine months ended September 30, 2025, compared to the same period in 2024, was primarily due to an increase in cash utilized for working capital and an decrease

in depreciation and amortization expenses of $44 million, partially offset by an increase in provision for financing receivable losses of $37 million and an increase in share-based compensation expense of $16 million.

The following table summarizes our VOI inventory spending:

Six Months Ended June 30,

Nine Months Ended September 30,

($ in millions) 2025 2024

7 unchanged sentences

We believe the renovations of our existing assets are necessary to stay competitive in the markets in which we operate.

Net cash used in investing activities was $66 million for the six months ended June 30, 2025 compared to $1,482 million for the same period in 2024.

Net cash used in investing activities was $104 million for the nine months ended September 30, 2025 compared to $1,514 million for the same period in 2024.

The decrease was primarily due to the Bluegreen Acquisition in 2024.

Financing Activities

Net cash used in financing activities for the six months ended June 30, 2025 was $213 million compared to net cash provided by financing activities of $1,101 million for the same period in 2024.

Net cash used in financing activities for the nine months ended September 30, 2025 was $252 million compared to net cash provided by financing activities of $971 million for the same period in 2024.

The change was primarily due to net proceeds from debt and non-recourse debt of $1,346 million in 2024 compared to net proceeds of $213 million in 2025 and an increase in share repurchases of $143 million, partially offset by a decrease in cash paid for debt issuance costs of $31 million and a decrease of payment on withholding taxes on vesting of RSUs of $12 million.

Share Repurchase Plans

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”), which is in addition to the amount that remained at the time under the current 2024 repurchase plan that our Board of Directors had approved in August 2024 .

As of September 30, 2025, we had $578 million of remaining availability under the 2025 Repurchase Plan and none under the 2024 Repurchase Plan.

Contractual Obligations

Our commitments primarily relate to agreements with developers to purchase or construct vacation ownership units, operating leases, marketing and license fee agreements and obligations associated with our debt, non-recourse debt and the related interest.

As of June 30, 2025, we were committed to approximately $9,415 million in contractual obligations over 16 years, $496 million of which will be fulfilled in the remainder of 2025.

As of September 30, 2025, we were committed to $9.4 billion in contractual obligations over 15 years, $278 million of which will be fulfilled in the remainder of 2025.

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

3 unchanged sentences

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.

Critical Accounting Policies and Estimates

3 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis