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(c) Issuer Purchases of Equity Securities
−Removed: 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”).
−Removed: The repurchases can be made through any combination of open market purchases, accelerated share repurchases, privately negotiated transactions or an other permissible manner.
−Removed: The timing and actual number of shares repurchased will depend on a variety of factors, including the stock price, corporate and regulatory requirements and other market and economic conditions.
−Removed: The shares are retired upon repurchase.
−Removed: The stock repurchase program may be suspended or discontinued at any time and will automatically expire at the end of the respective plan term.
−Removed: During the three months ended June 30, 2025, we repurchased the following shares:
+Added: During the three months ended September 30, 2025, we repurchased the following shares:
Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under Plans (1)
−Removed: April 1 - April 30, 2025 1,786,389 $ 33.59 1,786,389 $ 217,629,776
−Removed: May 1 - May 31, 2025 1,329,448 39.39 1,329,448 165,233,900
−Removed: June 1 - June 30, 2025 955,270 39.46 955,270 127,519,639
+Added: July 1 - July 31, 2025 793,190 $ 47.51 793,190 $ 689,991,937
+Added: August 1 - August 31, 2025 1,591,904 43.93 1,591,904 620,059,343
+Added: September 1 - September 30, 2025 918,206 46.18 918,206 577,659,358
Total 3,303,300 $ 45.41 3,303,300
−Removed: From July 1, 2025 through July 24, 2025, we repurchased approximately 0.6 million shares for $29 million.
−Removed: As of July 24, 2025, we had $98 million of remaining availability under the 2024 Repurchase Plan.
+Added: (1) Under our publicly announced Repurchase Plans, we may repurchase shares 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.
+Added: 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.
+Added: The shares are retired upon repurchase.
+Added: 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.
+Added: The number of shares that we repurchased includes 933,488 shares that we repurchased from the Selling Stockholders on August 14, 2025 in connection with the offer and sale by the Selling Stockholders of 8,050,000 shares of our common stock that they owned in an underwritten public offering.
+Added: Related Party Transactions for additional information.
+Added: From October 1, 2025 through October 23, 2025, we repurchased approximately 1.1 million shares for $47 million.
+Added: As of October 23, 2025, we had $531 million of remaining availability under the 2025 Repurchase Plan and none remaining under the 2024 Repurchase Plan.
Defaults Upon Senior Securities
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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.