What changed in this filing

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Item 1. Business

2026-02-26 compared with 2025-03-03 · 82 added, 124 removed, 346 unchanged (37% of the section changed)

On January 3, 2017, HGV became an independent publicly traded company as a result of Hilton Worldwide Holdings Inc.'s (“Hilton”) tax-free spin-off of each of HGV and Park Hotels & Resorts Inc.

HGV's common stock is listed on the New York Stock Exchange under the symbol “HGV.” Following the spin-off, Hilton did not retain any ownership in our company.

HGV's common stock is listed on the New York Stock Exchange under the symbol “HGV.” Following the spin-off, Hilton did not retain any ownership in HGV.

In connection with the spin-off, we entered into agreements with Hilton and other third parties, including licenses to use the Hilton Grand Vacations brand.

For more information regarding these agreements, see “— Business—Key Agreements with Hilton Worldwide Holdings.

For more information regarding these agreements, see “— Business—Agreements with Hilton Worldwide Holdings.

On August 2, 2021, we completed the acquisition of Dakota Holdings, Inc.

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As a result of the Diamond Acquisition, certain funds controlled by Apollo Global Management Inc.

(“Apollo”) and other minority shareholders, which previously owned 100% of Diamond, held approximately 28% of HGV's common stock at the time the Diamond Acquisition was completed.

We refer to the business that we acquired from Diamond as “Legacy-Diamond”.

On January 17, 2024 (the “Bluegreen Acquisition Date"), we completed the acquisition of Bluegreen Vacations Holding Corporation (the “Bluegreen Acquisition”) in an all-cash transaction, with total consideration of approximately $1.6 billion, inclusive of net debt.

The Bluegreen Acquisition is expected to broaden HGV’s offerings, customer reach and sales locations.

We refer to the business that we acquired from Bluegreen as “Legacy-Bluegreen”.

(“Apollo”) and other minority shareholders, which previously owned 100% of Diamond, held 28% of HGV's common stock at the time the Diamond Acquisition was completed.

On January 17, 2024 (the “Bluegreen Acquisition Date”), we completed the acquisition of Bluegreen Vacations Holding Corporation (the “Bluegreen Acquisition”) in an all-cash transaction, with total consideration of $1.6 billion, inclusive of net debt.

We are a global timeshare company engaged in developing, marketing, selling, managing and operating timeshare resorts, timeshare plans and ancillary reservation services, primarily under the Hilton Grand Vacations brands.

Our operations primarily consist of:

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

selling VOIs for us and third parties;

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

operating resorts and timeshare plans;

and managing our clubs and exchange programs that include HGV Max, Hilton Grand Vacations Club, Hilton Club, Diamond clubs and Bluegreen Vacation Club (collectively referred to as “Clubs”).

As of December 31, 2024, we had over 200 properties located in the United States (“United States” or “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, inclusive of the new locations acquired in connection with the Bluegreen Acquisition.

We have commenced rebranding many of the Bluegreen sales centers and expect to continue during 2025 along with starting to rebrand the majority of Bluegreen properties to Hilton Grand Vacations brands and Hilton standards.

In addition, we continued to rebrand the remaining Diamond properties that were in our plan and expect to continue to do so in 2025.

As of December 31, 2024, we had approximately 724,000 members across our Club offerings.

Based on the type of Club membership, certain members have the flexibility to exchange their VOIs for stays at any Hilton Grand Vacations resort, any property in the Hilton system of 24 industry-leading brands across approximately 8,300 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.

Bluegreen Vacation Club members have the flexibility to stay at units available at any of Bluegreen’s resorts and have access to other hotels and resorts through Bluegreen partnerships and exchange networks.

and managing our exchange programs through which members may receive HGV Max benefits.

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

As of December 31, 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, Nevada, and Virginia.

We have rebranded many of the properties acquired in the Diamond Acquisition, and we expect to continue this process for the remaining planned Diamond properties.

During 2025, we began rebranding certain properties acquired in the Bluegreen Acquisition to Hilton Grand Vacations brands and expect to continue this process for the majority of the Bluegreen properties.

As of December 31, 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 with over 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.

Our compelling VOI product allows customers to advance purchase a lifetime of vacations.

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Furthermore, our points-based platform offers members tremendous flexibility, enabling us to more effectively adapt to their changing vacation needs over time.

Building on the strength of that platform, we continuously

seek new ways to add value to our Club memberships, including enhanced product offerings, greater geographic distribution, broader exchange networks and further technological innovation, all of which drive better, more personalized vacation experiences and guest satisfaction.

Building on the strength of that platform, we continuously seek new ways to add value to our Club memberships, including enhanced product offerings, greater geographic distribution, broader exchange networks and further technological innovation, all of which drive better, more personalized vacation experiences and guest satisfaction.

As innovators in the timeshare business, we enhance our inventory strategy by developing an inventory mix focused on developed properties as well as fee-for-service and just-in-time agreements to sell VOIs on behalf of or acquired from third-party developers.

Bluegreen Acquisition

On January 17, 2024, we completed the Bluegreen Acquisition.

Bluegreen is a leading vacation ownership company that markets and sells VOIs and manages resorts in popular leisure and urban destinations.

Bluegreen’s resort network operates close to 50 Club Resorts (resorts in which owners in the Bluegreen Vacation Club (the “BG Vacation Club”) have the right to control and use most of the units in connection with their VOI ownership) and over 24 Club Associate Resorts (resorts in which owners in the BG Vacation Club have the right to use only a limited number of units in connection with their VOI ownership).

Bluegreen’s Club Resorts and Club Associate Resorts are primarily located in high-volume, “drive-to” vacation locations, including Orlando, Panama City Beach, Las Vegas, the Smoky Mountains, Myrtle Beach, Charleston, the Branson, Missouri area, Nashville and New Orleans, among others.

Through Bluegreen’s points-based system, the approximately 200,000 BG Vacation Club members have the flexibility to stay at units available at any of Bluegreen’s resorts and have access to approximately 11,600 other hotels and resorts through partnerships and exchange networks.

Bluegreen’s sales and marketing platform is supported by marketing relationships with nationally recognized consumer brands and companies, such as Bass Pro, LLC and its affiliates (“Bass Pro”), which operate Bass Pro Shops and Cabela’s, and Choice Hotels International, Inc.

(“Choice Hotels” or “Choice”).

Since 2000, Bluegreen was the official vacation ownership provider for Bass Pro Shops and Cabela’s, among the nation’s leading outdoor retailers, with strong brand equity and loyal customer base.

There is a Bluegreen marketing presence in the majority of Bass Pro stores that are located in nearly 200 locations across North America.

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

Our Reportable Segments

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Our real estate sales and financing segment primarily generates revenue from:

• VOI Sales —We sell our owned inventory and interests directly and, through our fee-for-service agreements, we sell VOIs on behalf of third-party developers using the Hilton Grand Vacations brand in exchange for sales, marketing and brand fees.

Under these fee-for-service agreements, we earn commission fees based on a percentage of total interval sales.

Under these fee-for-service agreements, we earn commission fees based on a percentage of total contract sales.

See “—Inventory and Development Activities” and “—Marketing and Sales Activities” below for additional information.

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Most resorts feature studio to three-bedroom condominium-style accommodations and amenities such as full kitchens, in-unit washers and dryers, spas and kids’ clubs.

Our timeshare properties are relatively concentrated in significant tourist markets, including Florida, Europe, Hawaii, South Carolina, California, Arizona, Virginia, and Nevada, inclusive of the new locations we have expanded into through the Bluegreen Acquisition.

Our timeshare properties are relatively concentrated in significant tourist markets, including Florida, Europe, Hawaii, South Carolina, California, Arizona, Nevada, and Virginia.

Our deeded VOI product that we market and sell is fee-simple, deeded in perpetuity and right to use real estate interests, developed either by us or by third parties.

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In addition to an annual membership fee, members pay incremental fees depending on exchange or services they choose.

Our trust VOI product that we market and sell is a beneficial interest in one of our Collections, which are represented by an annual or biennial allotment of points that can be utilized for vacations at any of the resorts in that Collection.

In general, purchasers of a VOI in a collection do not acquire a direct ownership interest in the resort properties in the Collection.

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Bluegreen Vacation Club members may use their allotment of points for stays at Bluegreen’s resorts or other hotels and resorts available through partnerships and exchange networks.

Our club membership offering is HGV Max.

For any customer who purchases a VOI, this membership provides the ability to use points across all properties within our network.

The membership provides new destinations for existing club owners, broader vacation opportunities for new buyers, and discounts across the Hilton portfolio of hotels and resorts.

Prior to the offering of HGV Max, purchasers of deeded and trust VOI products generally became members of Hilton Grand Vacations Club and Hilton Club exchange programs and Diamond points-based multi-resort timeshare clubs.

Bluegreen’s club offering was the BG Vacation Club, which was assumed as part of the acquisition.

Our club memberships, including HGV Max, are collectively referred to as “Clubs”.

As of December 31, 2024, we had approximately 724,000 members across our various club offerings.

Through our Clubs, customers who purchase a VOI and are eligible for HGV Max benefits can use their points across all properties within our network as well as to access discounts across the Hilton portfolio of hotels and resorts.

Inventory and Development Activities

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These development activities, and the related management of construction activities, are performed either by us or third-party developers.

The development and construction of the units require a

large upfront investment of capital and can take several years to complete in the case of a ground-up project.

The development and construction of the units require a large upfront investment of capital and can take several years to complete in the case of a ground-up project.

Additionally, the VOIs must be legally registered prior to sale to our end customers.

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The fee-for-service agreements enable us to generate fees from the sales and marketing of the VOIs and Club memberships and from the management of the timeshare properties without requiring us to fund up-front acquisition and construction costs or incur unsold inventory maintenance costs.

The capital investment made in connection with these projects is typically limited to the cost of constructing an on site sales center.

The capital investment made in connection with these projects is typically limited to the cost of constructing an onsite sales center.

The just-in-time agreements enable us to source VOI inventory in a manner that allows us to correlate the timing of acquisition of the inventory with the sale to purchasers.

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For the year ended December 31, 2025, sales from fee-for-service and just-in-time inventory were 17% and 9% of contract sales, respectively.

The estimated contract sales value related to our inventory pipeline, which includes inventory that is currently available for sale at open or soon-to-be open projects and inventory at new or existing projects that will become available for sale in the future upon registration, delivery or construction is $12.7 billion at current pricing as of December 31, 2024.

Capital efficient arrangements, comprised of our fee-for-service and just-in-time inventory, represent approximately 28% of that supply.

The estimated contract sales value related to our inventory pipeline, which includes inventory that is currently available for sale or will be made available for sale in the future at planned projects is $14.7 billion at current pricing as of December 31, 2025.

Capital efficient arrangements, comprised of our fee-for-service and just-in-time inventory, represented 35% of that supply.

We believe that the visibility into our long-term supply allows us to efficiently manage inventory to meet predicted sales, reduce capital investments, minimize our exposure to the cyclicality of the real estate market and mitigate the risks of entering into new markets.

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Owners can generally offer their VOIs for resale on the secondary market, which can create pricing pressure on the sale of developer inventory.

Given the structure of our Legacy-HGV products, purchasers of Legacy-HGV VOIs on the secondary market will generally become a Legacy-HGV Club member.

Purchasers of a Legacy-Diamond VOI on the secondary market may elect to join a Legacy-Diamond Club.

Purchasers of a Legacy-Bluegreen VOI on the secondary market will become Legacy-Bluegreen club members.

Given the structure of our deeded HGV products, purchasers of HGV VOIs on the secondary market will generally become a Hilton Grand Vacations Club or Hilton Club member.

Purchasers of a Diamond trust VOI on the secondary market may elect to join a Diamond points-based multi resort timeshare club.

Purchasers of a Bluegreen VOI on the secondary market will become Bluegreen Vacation Club members.

Once a member of the Clubs, the member will be responsible for paying annual fees.

All purchasers will be responsible for paying applicable maintenance fees, property taxes and any assessments that are levied by the relevant HOA.

While we do not have an obligation to repurchase intervals previously sold, most of our VOIs provide us with a right of first refusal on secondary market sales.

While we do not have an obligation to

repurchase intervals previously sold, most of our VOIs provide us with a right of first refusal on secondary market sales.

We monitor sales that occur in the secondary market and exercise our right of first refusal in certain cases.

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We sell our vacation ownership products primarily through our distribution network of both-in-market and off-site sales centers.

Our products are currently marketed for sale throughout the United States, Europe, Canada, the Caribbean, Mexico, and Asia.

Our products are currently marketed for sale throughout the United States, Mexico, Canada, Europe, and Asia.

We operate sales distribution centers in major markets and popular leisure destinations with year-round demand and a history of being a friendly environment for vacation ownership.

We have approximately 100 sales distribution centers in various domestic and international locations.

As discussed in “Our Business” above, our marketing and sales activities also include marketing relationships with nationally-recognized consumer brands such as Bass Pro, a fishing, marine, hunting, camping and sports gear retailer, and Choice Hotels in connection with the Bluegreen Acquisition.

We have over 100 sales distribution centers in various domestic and international locations.

Our marketing and sales activities also include marketing relationships with nationally-recognized consumer brands and companies such as Bass Pro, LLC and its affiliates (“Bass Pro”) and Choice Hotels International, Inc.

(“Choice Hotels” or “Choice”).

Bass Pro is a fishing, marine, hunting, camping and sports gear retailer that operates Bass Pro Shops and Cabela’s.

In November 2023, HGV signed a 10-year exclusive marketing agreement with Bass Pro that provides HGV with the right to market and sell vacation packages at kiosks in Bass Pro’s and Cabela’s retail locations and through other means.

This agreement became effective on the Bluegreen Acquisition Date.

As of December 31, 2024, HGV had sales and marketing operations at a total of 133 Bass Pro Shops and

Cabela’s Stores, including 9 virtual kiosks.

As of December 31, 2025, HGV had sales and marketing operations at a total of 142 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.

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In underwriting each loan, we obtain a credit application and a minimum down payment of 10% of the purchase price on the majority of sales of VOIs.

and Canadian purchasers seeking financing, which represented approximately 90% of the individuals we provided financing to over the last three years, we apply the credit evaluation score methodology developed by the Fair Isaac Corporation (“FICO”) to credit files compiled and maintained by Experian and Equifax.

and Canadian purchasers seeking financing, which represented 89% of the individuals we provided financing to over the last three years, we apply the credit evaluation score methodology developed by the Fair Isaac Corporation (“FICO”) to credit files compiled and maintained by Experian and Equifax.

Higher credit scores equate to lower collection risk and lower credit scores equate to higher collection risk.

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For non-North American purchasers seeking financing, consisting principally of purchasers in Japan, we generally observe that these borrowers have experienced default rates comparable to U.S.

and Canadian borrowers within the 750 to 774 FICO score band.

and Canadian borrowers with FICO scores equal to or greater than 750.

Our underwriting standards are influenced by the changing economic and financial market conditions.

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Our underwriting standards have resulted in a strong, well-seasoned consumer loan portfolio.

As of December 31, 2024, our entire portfolio consists of originated loans and loans that were acquired as part of the Diamond Acquisition, the Grand Islander Acquisition and the Bluegreen Acquisition, which are referred to as acquired loans.

As of December 31, 2024, the entire portfolio had a gross balance of approximately $4,016 million derived from approximately 182,000 loans.

As of December 31, 2025, our portfolio consists of originated loans and loans that were acquired as part of our acquisitions, which are referred to as acquired loans.

As of December 31, 2025, the portfolio had a gross balance of $4,314 million derived from approximately 182,000 loans.

The portfolio had a weighted average length of loan of 10 years and the weighted average remaining length of loan of 8 years.

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We target securitizations that range in size from $100 million to $500 million and we expect the timing of future securitizations will depend on our anticipated sales volume, financing propensity and capital needs.

The strong performance of our outstanding loan securitizations demonstrates that loans originated by us are well regarded

for their performance in the securitization market.

The strong performance of our outstanding loan securitizations demonstrates that loans originated by us are well regarded for their performance in the securitization market.

In the future, we expect to regularly access the term securitization market, replenishing capacity on our Timeshare Facility in the process.

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Prior to the initiation of VOI sales at a timeshare resort owned by us or by a third party with whom we have entered into a fee-for-service agreement, we enter into a management agreement with the relevant HOA.

Each of the HOAs are governed by a board of directors comprised of owner or developer representatives that are charged with ensuring that the resorts are well-maintained and financially stable.

Each of the HOAs are governed by a board of directors (“Board”) comprised of owner and developer representatives that are charged with ensuring that the resorts are well-maintained and financially stable.

Our services include day-to-day operations of the resorts, maintenance of the resorts, preparation of books and financial records including reports, budgets and projections, arranging for annual audits and maintenance fee billing and collections and personnel employment training and oversight.

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To fund resort operations, owners are assessed an annual maintenance fee, which includes our management fee.

In 2024, HOAs collected approximately $1,164 million in maintenance fees, including our applicable management fees, which is net of our contributions to the HOAs for unsold VOIs that we own.

Because these funds are generally collected early in the year, we have substantial visibility of collection.

These fees represent each owner’s allocable share of the management fee and the costs of operating and maintaining the resorts, which generally includes personnel, property taxes, insurance, a capital asset reserve to fund refurbishment and other related costs.

These fees represent each owner’s allocable share of the management fee and the costs of operating and maintaining the

resorts, which generally includes personnel, property taxes, insurance, a capital asset reserve to fund refurbishment and other related costs.

If a VOI owner defaults on payment of its maintenance fees and there is no lien against the mortgage note or contract, the HOA has the right to recover the defaulting owner’s VOI.

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Typically, HOAs budget the reserve study to target property renovations on a 6- and 12-year cycle.

HOAs generally replace soft goods every six years and hard goods every 12 years.

HOAs generally replace soft goods every 6 years and hard goods every 12 years.

These reserves also benefit our members by limiting the risk of special assessments and steep increases in maintenance fees due to deferred capital expenditures.

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There is also significant competition for talent at all levels within the industry, in particular for sales and management.

Our primary competitors in the timeshare space include Marriott Vacations Worldwide, Travel + Leisure Co., Disney Vacation Club, Holiday Inn Club Vacations and Westgate Resorts.

In addition, our timeshare business competes with other entities engaged in the leisure and vacation industry, including resorts, hotels, cruises and other accommodation alternatives, such as condominium and single-family home rentals.

Our primary competitors in the timeshare space include Marriott Vacations Worldwide, Travel + Leisure Co., Disney Vacation Club, Holiday Inn Club Vacations, Westgate Resorts and the Berkley Group.

In addition, our timeshare business competes with other entities engaged in the leisure and vacation industry, including resorts, hotels, cruises, accommodation alternatives, such as condominium and single-family home rentals, and alternative travel products like travel clubs.

We also compete with home and apartment sharing services that operate websites that market available privately-owned residential properties that can be rented on a nightly, weekly or monthly basis.

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In addition, we face competition from other timeshare management companies in the management of resorts on behalf of owners on the basis of quality, cost, types of services offered and relationship.

We compete with other timeshare companies for off-site sales centers, through which we market our products to potential members, including in locations like high-traffic shopping centers and tourist attractions in leisure destinations.

We compete with other timeshare companies for off-site sales and marketing centers, through which we market our products to potential members, including in locations like high-traffic shopping centers and tourist attractions in leisure destinations.

Recent and potential future consolidation in the highly fragmented timeshare industry may increase competition.

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We experience modest seasonality in timeshare sales at certain resorts, with stronger revenue generation during traditional vacation periods for those locations.

Our business is moderately cyclical as the demand for VOIs is affected by the availability and cost of financing for purchases of VOIs, as well as general economic conditions and the relative health of the travel industry.

Our business is moderately cyclical in relation to general economic conditions, the relative health of the travel industry and the availability and cost of financing for purchases of VOIs.

Government Regulation

Our business is subject to various international, national, federal, state and local laws, regulations and policies in jurisdictions in which we operate.

Some laws, regulations and policies impact multiple areas of our business, such as securities, anti-discrimination, anti-fraud, data protection and security and anti-corruption and bribery laws and regulations or government economic sanctions, including applicable regulations under the U.S.

The laws described below impact our principal areas of business, including those related to real estate development activities, marketing and sales activities, consumer financing, lending and related activities and resort and club management activities.

We are subject to other laws, regulations and policies that may impact one or more areas of our business, such as securities, anti-discrimination, anti-fraud, data protection and security and anti-corruption and bribery laws and regulations or government economic sanctions, including applicable regulations under the U.S.

Treasury’s Office of Foreign Asset Control and the U.S.

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generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or generating business.

Other laws, regulations and policies primarily affect one of our areas of business:

real estate development activities;

marketing and sales activities;

consumer financing, lending and related activities;

and resort and club management activities.

We will continue to be subject to applicable new legislation, rules and regulations that have been proposed, or may be proposed, by federal, state and local authorities relating to the origination, servicing and securitization of mortgage loans.

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jurisdictions such as Mexico and Canada, local law grants the purchaser of a VOI the right to cancel a purchase contract during a specified rescission period following the later of the date the contract was signed or the date the purchaser received the last of the documents required to be provided by us.

In recent years, regulators in many jurisdictions have increased regulations and enforcement actions related to telemarketing operations, including requiring adherence to the federal Telephone Consumer Protection Act and “do not call” legislation.

These measures have significantly increased the costs associated with telemarketing, in particular with respect to telemarketing to mobile numbers.

While we continue to be subject to telemarketing risks and potential liability, we believe that our exposure to adverse effects from telemarketing legislation and enforcement is mitigated in some instances by the use of permission-based marketing in which we obtain permission to contact prospective purchasers in the future.

We have also implemented procedures to comply with federal and state “do not call” regulations including subscribing to the federal do not call registry and certain state “do not call” registries as well as maintaining an internal “do not call” list.

We are subject to state and federal telephone consumer protection laws and “do not call” legislation.

We believe that our exposure to adverse effects from telemarketing legislation and enforcement is mitigated in some instances by the use of permission-based marketing in which we obtain permission to contact prospective purchasers in the future.

also implemented procedures to comply with federal and state “do not call” regulations including subscribing to the federal do not call registry and certain state “do not call” registries as well as maintaining an internal “do not call” list.

Lending Regulation

Our lending and related activities are subject to a number of laws and regulations including those of applicable supervisory agencies such as, in the United States, the Consumer Financial Protection Bureau, the FTC, and the Financial Crimes Enforcement Network, and, in the case of our international operations, the Financial Conduct Authority (in the United Kingdom) and other similar or equivalent agencies in other countries and regions in which we operate.

These laws and regulations, some of which contain exceptions applicable to the timeshare industry, may include, among others, the Real Estate Settlement Procedures Act and Regulation X, the Truth In Lending Act and Regulation Z, the Federal Trade Commission Act, the Equal Credit Opportunity Act and Regulation B, the Fair Credit Reporting Act, the Fair Housing Act and implementing regulations, the Fair Debt Collection Practices Act, the Electronic Funds Transfer Act and Regulation E, unfair, deceptive or abusive acts or practices regulations and the Credit Practices rules, the USA PATRIOT Act, the Right to Financial Privacy Act, the Gramm-Leach-Bliley Act, the Service member’s Civil Relief Act and the Bank Secrecy Act.

Our lending and related activities are also subject to the laws and regulations of other jurisdictions, including, among others, laws and regulations related to consumer loans, retail installment contracts, mortgage lending, fair debt collection and credit reporting practices, loan servicing, consumer debt collection practices, mortgage disclosure, lender or mortgage loan originator licensing and registration and anti-money laundering.

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We use and store hazardous and toxic substances, such as cleaning materials, pool chemicals, heating oil and fuel for back-up generators at some of our facilities, and we generate certain wastes in connection with our operations.

Some of our properties include, and some of our future properties may include, older buildings, and some may have, or may historically have had, dry-cleaning facilities and underground storage tanks for heating oil and back-up generators.

Some of our properties include, and some of our future properties may include, older buildings, and some may have, or may historically have had, dry-cleaning facilities and aboveground and underground storage tanks for heating oil and back-up generators.

We have, from time to time, been responsible for investigating and remediating contamination at some of our facilities, such as contamination that has been discovered when we have removed underground storage tanks, and we could be held responsible for any contamination resulting from the disposal of wastes that we generate, including at locations where such wastes have been sent for disposal.

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Each group is sponsored by a senior executive who provides leadership and helps drive initiatives across the business.

In addition, we believe that multiple perspectives generate better solutions and relatability with our of customers

and consumers.

In addition, we believe that multiple perspectives generate better solutions and relatability with our customers and consumers.

We strive to ensure a common culture that we believe is reflected in our programs and initiatives, and we regularly seek team member feedback through our monthly pulse-checks, our annual engagement survey and ongoing discussions with our TMRG’s.

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leadership, skills training, business acumen, culture and personal growth.

In 2024, team members had approximately 123,000 course completions totaling 98,000 training hours, of which over 67,000 course completions and 61,000 training hours were dedicated to compliance training.

In 2025, team members had over 309,000 course completions totaling 159,000 training hours, of which over 111,000 course completions and 109,000 training hours were dedicated to compliance training.

Approximately 69% of our team members are enrolled in our health and well-being programs.

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medical, dental, vision, an Employee Stock Purchase Plan, 401(K), Employee Assistance Program, tuition reimbursement, spending accounts, life and disability insurance, discount programs, and a variety of voluntary benefits.

As of December 31, 2024, approximately 7% of our employees were covered by various collective bargaining agreements, generally addressing pay rates, working hours, other terms and conditions of employment, certain employee benefits and orderly settlement of labor disputes.

Key Agreements with Hilton Worldwide Holdings

On January 3, 2017, in connection with the completion of the spin-off, we entered into various agreements with Hilton.

Certain of such agreements have been fully performed.

However, several agreements continue to govern certain key transactions and arrangements between the parties, in particular between us and Hilton, including our license agreement.

The following is a summary of the terms of such agreements.

As of December 31, 2025, 7% of our employees were covered by various collective bargaining agreements, generally addressing pay rates, working hours, other terms and conditions of employment, certain employee benefits and orderly settlement of labor disputes.

Agreements with Hilton Worldwide Holdings

License Agreement

In connection with the spin-off, we entered into a long-term license agreement with Hilton granting us (i) the right to use certain trademarks, including, without limitation, “Hilton Grand Vacations,” “HGV,” "HGV Max," "Hilton Vacation Club," and “Hilton Club” (collectively, the “Hilton Marks”), in connection with the current and future operation of a Hilton branded vacation ownership business (the “Licensed Business”), (ii) a license or right to use certain other Hilton-owned intellectual property, including promotional content and access to Hilton’s reservation system and property management software (collectively with the Hilton Marks, the “Hilton IP”), (iii) the right to use Hilton’s loyalty program data and other customer information (“Hilton Data”) to promote the Licensed Business and for other internal business purposes, and (iv) certain other rights.

In connection with the spin-off, we entered into a long-term license agreement with Hilton granting us (i) the right to use certain trademarks, including, without limitation, “Hilton Grand Vacations,” “Hilton Grand Vacations Club,” “HGV,” "HGV Max," "Hilton Vacation Club," and “Hilton Club” (collectively, the “Hilton Marks”), in connection with the current and future operation of a Hilton branded vacation ownership business (the “Licensed Business”), (ii) a license or right to use certain other Hilton-owned intellectual property, including promotional content and access to Hilton’s reservation system and property management software (collectively with the Hilton Marks, the “Hilton IP”), (iii) the right to use Hilton’s loyalty program data and other customer information (“Hilton Data”) to promote the Licensed Business and for other internal business purposes, and (iv) certain other rights.

In exchange for these rights, we have agreed to pay Hilton license and other fees and have agreed to certain restrictions on the operation of our business.

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While the license agreement permits us to operate certain businesses that do not conflict with Hilton’s business, including non-Hilton branded vacation ownership business, we are not permitted to use any Hilton IP or Hilton Data for such non-Hilton branded portions of our businesses without Hilton’s prior consent.

In connection with the Diamond Acquisition and the Bluegreen Acquisition, we and Hilton entered into a series of amendments to the license agreement, including most recently the Second Amended and Restated License Agreement, dated as of November 1, 2024, which incorporates all prior amendments (as amended and restated, the "License Agreement").

In connection with the Diamond Acquisition and the Bluegreen Acquisition, we and Hilton entered into a series of amendments to the license agreement, including the Second Amended and Restated License Agreement, dated as of November 1, 2024, which incorporates all prior amendments (as amended and restated, the "License Agreement").

Initial Term and Renewal Terms

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The escalated license fee is subject to being readjusted to the original fee percentage if we achieve the applicable cumulative rebranding target milestone in subsequent years.

If we fail to achieve the final cumulative target related to Diamond by September 30, 2031 or the final cumulative target related to Bluegreen by September 30, 2032, Hilton has the election, by notice to us, to prohibit our future offering of HGV Max.

Notwithstanding for the foregoing, we have agreed to pay Hilton certain minimum license fees related to the Bluegreen business for each of 2024 and 2025.

If we fail to achieve certain cumulative target milestones by September 30, 2031 in the case of Diamond properties or by September 30, 2032 in the case of Bluegreen properties and the shortage is more than approximately 10% in either case, Hilton has the right, by notice to us, to prohibit our sale of future offering of HGV Max.

If such shortage is less than approximately 10%, then we have until September 30 of the following year in each case to achieve such cumulative target milestones after which, if we continue to fail to achieve them, Hilton has the right, by notice to us, prohibit our sale of future offering of HGV Max.

Notwithstanding for the foregoing, we agreed to pay Hilton certain minimum license fees related to the Bluegreen business for each of 2024 and 2025.

The License Agreement also provides for a reduced license fee, ranging from 0% to 1.5%, over the initial (i) five (5) years following the closing of the Diamond Acquisition and (ii) four (4) years following the closing of the Bluegreen Acquisition in each case for certain property level revenues (such as retail, food and beverage and transient rental at properties operating under the new Hilton Vacations Club brand) related to Diamond and Bluegreen properties, as the case may be, that are converted into our branded properties and become part of the Licensed Business.

For the years ended December 31, 2024, 2023 and 2022, we incurred license fee expense to Hilton of $156 million, $138 million, and $124 million, respectively.

For the years ended December 31, 2025, 2024 and 2023, we incurred license fee expense to Hilton of $192 million, $156 million, and $138 million.

Separate Operations and Related Matters

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As discussed above, we are not permitted to use any Hilton IP or Hilton Data for such non-Hilton branded properties, and, accordingly, no license fees are generally owed to Hilton in connection with revenues associated with such properties and unbranded operations, except as may be required in certain cases.

The License Agreement sets forth specific parameters and requirements for any separate operations, including, without limitation, requirements for separate sales centers and personnel for sales related to such non-Hilton branded properties and operating such properties in completely separate physical locations as our Hilton-branded properties, subject to certain limited exceptions.

The License Agreement sets forth specific parameters and requirements for any separate operations, including, without limitation, requirements for separate sales

centers and personnel for sales related to such non-Hilton branded properties and operating such properties in completely separate physical locations as our Hilton-branded properties, subject to certain limited exceptions.

Hilton Honors Points;

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We can purchase Hilton Honors points at cost for 20 years after the date of the original license agreement, and thereafter at the market rate (with a most favored nation provision, pursuant to which such market rate is no higher than the price paid by strategic partners that purchase a comparable volume of points annually on comparable business terms).

For the years ended December 31, 2024, 2023 and 2022, we paid Hilton $91 million, $53 million and $68 million, respectively, for Hilton Honors points.

For the years ended December 31, 2025, 2024 and 2023, we paid Hilton $112 million, $91 million and $53 million, for Hilton Honors points.

We have entered into a separate agreement with Hilton that governs the transfer of calls from Hilton to us and other related telemarketing services.

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Hilton is required to provide the call transfer services at cost for the first 30 years and at market rates thereafter.

For the years ended December 31, 2024, 2023 and 2022, we paid Hilton $9 million, $11 million and $12 million, respectively, for such call transfers.

For the years ended December 31, 2025, 2024 and 2023, we paid Hilton $9 million, $9 million and $11 million, for such call transfers.

Brand Standards;

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The conversion of any Diamond property or Bluegreen property into our branded property is subject to an approval process by Hilton.

addition, the Diamond and Bluegreen properties rebranding and conversions are subject to an additional fire and life safety review process by Hilton.

In addition, the Diamond and Bluegreen properties rebranding and conversions are subject to an additional fire and life safety review process by Hilton.

Hilton also has the right to enter our vacation ownership properties at any time without notice and additional permission from us in order to verify that we are complying with the License Agreement and Hilton’s standards and guidelines.

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Notwithstanding the foregoing, we and Hilton have agreed to designate no more than fifteen (15) Bluegreen properties (based on an agreed list) to be affiliated with and operated under a Choice brand in accordance with the terms of the Choice agreements during the term of such agreements

With respect to marketing, sponsorship and similar agreements, we have expressly agreed with Hilton that we will not enter into, or extend, renew, or expand the scope of any existing marketing agreements, with a Hilton competitor without Hiltons’ prior written consent.

without the express consent of Hilton.

Further, we have agreed with Hilton to terminate the Choice agreement on the earlier of the expiration date of the current term or if and when we have a definitive termination right under the Choice agreements.

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Additionally, we reaffirmed our indemnification obligations and agreed to certain expense reimbursement provisions in connection with the Third Amendment for third-party claims that may arise out of the Bluegreen Acquisition.

This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the License Agreement, which is filed as Exhibit 10.2(e) to this Annual Report on Form 10-K.

Distribution Agreement

We entered into a Distribution Agreement with Hilton and Park (the “Distribution Agreement”) in connection with the spin-off.

This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the License Agreement and the First Amendment to the License Agreement, which are filed as Exhibits 10.2 (a) and 10.2(b), respectively, to this Annual Report on Form 10-K.

Other Agreements

We entered into a Distribution Agreement and Tax Matters Agreement with Hilton and Park in connection with the spin-off.

The Distribution Agreement provided for certain transfers of assets and assumptions of liabilities by each of Hilton, HGV and Park and the settlement or extinguishment of certain liabilities and other obligations among Hilton, HGV and Park.

In addition, HGV, Hilton and Park agreed that losses related to certain contingent liabilities (and related costs and expenses) that generally are not specifically attributable to any of the separated real estate business, the timeshare business or the retained business of Hilton (“Shared Contingent Liabilities”) will be apportioned among the parties according to fixed percentages of 65%, 26% and 9% for Hilton, Park and HGV, respectively.

Costs and expenses of, and indemnification obligations to, third party professional advisors arising out of the foregoing actions also may be subject to these provisions.

Subject to certain limitations and exceptions, Hilton will generally be vested with the exclusive management and control of all matters pertaining to any such Shared Contingent Liabilities.

To date, there have been no contingent liabilities subject to these provisions since the spin-off.

The Distribution Agreement also provides for cross-indemnities that, except as otherwise provided in the Distribution Agreement, are principally designed to place financial responsibility for the obligations and liabilities of each business with the appropriate company.

Tax Matters Agreement

We have entered into a Tax Matters Agreement with Hilton and Park (the “Tax Matters Agreement”) that governs the respective rights, responsibilities and obligations of Hilton, Park and us after the spin-off with respect to tax liabilities and benefits, tax attributes, tax contests and other tax sharing regarding U.S.

The Tax Matters Agreement governs the respective rights, responsibilities and obligations of Hilton, Park and us after the spin-off with respect to tax liabilities and benefits, tax attributes, tax contests and other tax sharing regarding U.S.

federal, state, local and foreign income taxes, other tax matters and related tax returns.

Although binding between the parties, the Tax Matters Agreement is not binding on the Internal Revenue Service (“IRS”).

We and Park each will continue to have several liabilities with Hilton to the IRS for the consolidated U.S.

federal income taxes of the Hilton consolidated group relating to the taxable periods in which we and Park were part of that group.

The Tax Matters Agreement specifies the portion, if any, of this tax liability for which we and Park will bear responsibility, and each party has agreed to indemnify the other two parties against any amounts for which they are not responsible.

The Tax Matters Agreement also provides special rules for allocating tax liabilities in the event that the spin-off is not tax-free.

In general, under the Tax Matters Agreement, each party is responsible for any taxes imposed on Hilton that arise from the failure of the spin-off and certain related transactions to qualify as a tax-free transaction for U.S.

federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code, as applicable, and certain other relevant provisions of the Code, to the extent that the failure to qualify is attributable to actions taken by such party (or with respect to such party’s stock).

The parties share responsibility, in accordance with sharing percentages applicable to Shared Contingent Liabilities, for any such taxes imposed on Hilton that are not attributable to actions taken by a party.

In addition, to the extent that any taxes that may be imposed on the Hilton consolidated group for the taxable

periods prior to the spin-offs relates to our timeshare business, we would be liable for the full amount under the Tax Matters Agreement.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Tax Matters Agreement, which is filed as Exhibit 10.1 to this Annual Report on Form 10-K.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Distribution Agreement, which is filed as Exhibit 2.1 to this Annual Report on Form 10-K and the Tax Matters Agreement, which is filed as Exhibit 10.1 to this Annual Report on Form 10-K.

Stockholders Agreement with Apollo

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For purposes of this section, the term “Apollo Investors” includes any affiliates of Apollo to whom the Apollo Closing Shares (defined below) may be transferred.

As of February 19, 2026, the Apollo Investors owned an aggregate of 18,245,825 Apollo Closing Shares.

Board and Governance Rights

Under the stockholders agreement, the Apollo Investors have the right to designate two individuals (the “Apollo Designees”) to serve on the Company’s board of directors, out of a total of nine directors.

If our Board increases its size, for every three additional directors added, the Apollo Investors have the right to appoint the third such director so long as the Apollo Investors (or their affiliates who have executed a joinder agreement to become party to the stockholders agreement) retain 23,935,707 of the aggregate number of shares of our common stock that the Apollo Investors received in the Diamond Acquisition (such shares, the “Apollo Closing Shares”).

Under the stockholders’ agreement, the Apollo Investors have the right to designate two individuals (the “Apollo Designees”) to serve on the Company’s Board, out of a total of nine directors at the time of completing the Diamond Acquisition.

For every three additional directors added, the Apollo Investors have the right to appoint the third such director so long as the Apollo Investors (or their affiliates who have executed a joinder agreement to become party to the stockholders agreement) retain 23,935,707 of the aggregate number of shares of our common stock that the Apollo Investors received in the Diamond Acquisition (such shares, the “Apollo Closing Shares”).

The Apollo Investors’ right to designate members of the board of directors will step down as their ownership decreases, as follows:

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The Apollo Investors have limited preemptive rights on certain future equity issuances by us, subject to customary carve-outs and limitations, so long as the Apollo Investors own at least 11,967,853 shares of the Apollo Closing Shares.

The stockholder's agreement will terminate when the Apollo Investors no longer own at least 5,983,927 of the Apollo Closing Shares;

The stockholders agreement will terminate when the Apollo Investors no longer own at least 5,983,927 of the Apollo Closing Shares;

provided, that certain provisions have different termination dates.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the stockholder's agreement, which is filed as Exhibit 10.16 to this Annual Report on Form 10-K.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the stockholders agreement, which is filed as Exhibit 10.15 to this Annual Report on Form 10-K.

Where You Can Find More Information

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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.

What changed 10-K

Item 1. Business