What changed in this filing

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Item 1A. Risk Factors

2026-02-26 compared with 2025-03-03 · 163 added, 271 removed, 565 unchanged (43% of the section changed)

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• Contraction in the global economy or low levels of economic growth;

• Risks inherent to the timeshare and hospitality industry, including reliance on tourism and travel, and competition within the industry;

• Pandemics, epidemics and related events, including the various measures implemented or adopted to respond to such events;

• Operating in a highly competitive industry;

• Material harm to our business if we breach our license agreement with Hilton and Hilton exercises any of its remedies thereunder, which may include the loss of certain rights (such as exclusivity in the timeshare business) that we have or the termination of the license agreement;

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• Our insurance policies not covering all potential losses;

• Our ability to remediate an identified material weakness and maintain effective internal controls over financial reporting and disclosure controls and procedures;

• A decline in developed or acquired VOI inventory or failure to enter into and maintain fee-for service agreements or inability to source VOI inventory or finance sales if we or third-party developers are unable to access capital;

• Our ability to maintain effective internal controls over financial reporting and disclosure controls and procedures;

• A decline in developed or acquired VOI inventory or inability to source VOI inventory or finance sales if we or third-party developers are unable to access capital;

• The sales of VOIs in the secondary market;

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• The expiration, termination or renegotiation of our management agreements;

• Fraudulent or illegal activity related to the sale and purchase of timeshares deterring customers from purchasing our product;

• Increased activity by third-party exit companies;

• Disagreements with VOI owners or HOAs or the failure of HOA boards to collect sufficient fees or increases in maintenance fees at our resorts;

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• Our ability, or the ability of our subsidiaries, to generate sufficient cash to meet our needs and service our indebtedness;

• Our ability to incur substantially more debt;

• Our ability to integrate the Diamond and the Bluegreen businesses successfully;

• Our ability to effectively manage our expanded operations resulting from both the Diamond Acquisition and the Bluegreen Acquisition;

• Potential complaints, litigation or reputational harm from former Diamond and Bluegreen owners and our pre-acquisition owners;

• The ability of our board of directors to change corporate policies without stockholder approval;

• The interests of significant stockholders may conflict with the interests of our other stockholders;

• Anti-takeover provisions in our organizational documents and Delaware law and consent requirements in our license agreement with Hilton that may deter a potential business combination transaction;

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Share repurchases could also increase the volatility of the price of our common stock and diminish our cash reserves;

• Our ability to integrate the Diamond and the Bluegreen businesses successfully or realize the anticipated cost savings, synergies and growth in operating results with each such acquisition, as well as integrate strategic partnerships assumed in the Bluegreen Acquisition;

• Our ability to effectively manage our expanded operations resulting from both the Diamond Acquisition and the Bluegreen Acquisition, including the respective trust systems associated with such businesses;

• Potential liabilities related to our spin-off from Hilton, including U.S.

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• the financial and general business condition of the travel industry;

• statements, actions or interventions by governmental officials related to travel and the resulting negative public perception of such travel;

• conditions that negatively shape public perception of travel, including travel-related accidents and outbreaks of pandemic or contagious diseases, such as coronavirus, Ebola, avian flu, severe acute respiratory syndrome (SARS), H1N1 (swine flu) and the Zika virus;

• conditions that negatively shape public perception of travel, including travel-related accidents or statements actions or interventions by governmental officials;

• pandemics, epidemics or outbreaks of contagious diseases, such as coronavirus, Ebola, avian flu, severe acute respiratory syndrome (SARS), H1N1 (swine flu) and the Zika virus;

• cyber-attacks;

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Any one or more of these factors can adversely affect, and from time to time have adversely affected, individual resorts and particular regions.

With some of our properties being concentrated in certain geographic areas including Arizona, California, Florida, Hawaii, Nevada, South Carolina, and Virginia in the United States and in Europe, we are, therefore, particularly susceptible to adverse developments in those areas.

With some of our properties being concentrated in certain geographic areas including Florida, Europe, Hawaii, South Carolina, California, Arizona, Virginia and Nevada, we are, therefore, particularly susceptible to adverse developments in those areas.

All of the foregoing factors could have an adverse effect on our business, financial condition and results of operations.

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During a period of overall economic weakness, if we are unable to meaningfully decrease these costs as demand for our products and services decreases, our business operations and financial performance may be adversely affected.

We are subject to business, financial and operating risks inherent to the timeshare and hospitality industry, any of which could reduce our revenues and limit opportunities for growth.

Our business is subject to a number of business, financial and operating risks inherent to the timeshare industry, including:

• changes in the supply and demand for our products and services;

• our ability to securitize the receivables that we originate in connection with VOI sales;

• delays in or cancellations of planned or future development or refurbishment projects;

• the financial condition of third-party developers with whom we do business;

• relationships with third-party developers, our Club members and HOAs;

• changes in desirability of geographic regions of our resorts and affiliated resorts, geographic concentration of our operations and shortages of desirable locations for development;

• changes in operating costs, including energy, food, employee compensation and benefits and insurance;

• increases in costs due to inflation or otherwise, including increases in our operating costs, that may not be fully offset by price and fee increases in our business;

• changes in taxes and/or governmental regulations that influence or set wages, prices, interest rates or construction and maintenance procedures and costs;

• significant increases in cost of health care coverage for employees, and various government regulation with respect to health care coverage;

• shortages of labor or labor disruptions;

• the availability and cost of capital necessary for us, and third-party developers with whom we do business, to fund investments, capital expenditures and service debt obligations;

• significant competition from other timeshare businesses and hospitality providers in the markets in which we operate;

• market and/or consumer perception and reputation of timeshare companies and the industry in general;

• the economic environment for and trends in the tourism and hospitality industry, which may impact the vacationing and purchasing decisions of consumers;

• the influence of social media on consumers’ lodging decisions;

• increases in the use of third-party and competitor internet services to book hotel reservations, secure short-term lodging accommodations and market vacation rental properties;

• legal, business or regulatory issues unique to the geographic locations of our resorts and affiliated resorts, which could increase the cost of or result in delays in entering into or expanding in those locations.

• limited underwriting standards due to the real-time nature of industry sales practices;

• private resales of VOIs and the sale of VOIs in the secondary market;

• the impact on the industry of unlawful or deceptive third-party VOI resale or vacation package sales schemes.

Any of these factors could increase our costs or limit or reduce the prices we are able to charge for our products and services or otherwise affect our ability to maintain existing properties or products, develop new properties, products and services or source VOI supply from third parties.

As a result, any of these factors can reduce our revenues and limit opportunities for growth.

We operate in a highly competitive industry.

The timeshare industry is highly competitive.

The Hilton brands we use compete with the timeshare brands affiliated with major hotel chains in national and international venues, and we compete generally with the vacation rental options generally offered by the lodging and travel industry (e.g., hotels, resorts, home and apartment sharing services, and condominium rentals) and other options such as cruises.

The Hilton brands we use compete with the timeshare brands affiliated with major hotel chains in national and international venues, and we compete generally with the vacation rental

options generally offered by the lodging and travel industry (e.g., hotels, resorts, home and apartment sharing services, and condominium rentals) and other options such as cruises and alternative travel options like travel clubs.

We also compete with other timeshare developers for sales of VOIs based principally on location, quality of accommodations, price, service levels and amenities, financing terms, quality of service, terms of property use, reservation systems, flexibility for VOI owners to exchange into time at other timeshare properties, or other travel rewards, including access to hotel loyalty programs, as well as brand name recognition and reputation.

Our competitors include numerous other smaller owners and operators of timeshare resorts, as well as home and apartment sharing services that market available privately owned residential properties that can be rented on a nightly, weekly or monthly basis.

In addition, we are in competition with national and independent timeshare resale companies and members reselling existing VOIs on the

secondary market, which could reduce demand or prices for sales of new VOIs.

In addition, we are in competition with national and independent timeshare resale companies and members reselling existing VOIs on the secondary market, which could reduce demand or prices for sales of new VOIs.

We also compete with 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.

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If we cannot compete successfully in these areas or if our marketing and sales efforts are not successful and we are unable to convert customers to a sufficient number of sales, this could negatively affect our operating profits and margins and our ability to recover the expense of our marketing programs and grow our business, diminish our market share and reduce our earnings.

Any pandemic, epidemic and related events may have a material adverse effect on our business, financial condition and results of operations.

During the COVID-19 pandemic, governments and other authorities in the United States and around the world took and implemented unprecedented measures, and businesses, organizations and individuals, including HGV, implemented a variety of measures in response that were required or were believed to be advisable, including, without limitation, temporarily closing businesses.

The pandemic, as well as such measures, had a significant adverse impact on domestic and international travel, consumer demand for travel, commercial activities across the travel, lodging and hospitality industries, businesses generally, and consequently, on our business and operations.

Any future variant of COVID-19 and/or new pandemic or epidemic that leads to similar measures, restrictions or responses could again materially and adversely impact our business, financial condition and operating results.

Risks Related to the Operation of Our Business

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If we breach our obligations under the license agreement, Hilton may be entitled to terminate the license agreement, terminate our rights to use the Hilton brands and other Hilton intellectual property at properties that do not meet applicable standards and policies, terminate the noncompetition that generally prohibits Hilton from using its mark to engage in the timeshare business, or to exercise other remedies.

Pursuant to the license agreement, Hilton would be the sole owner of certain licensed marks related to any new brands associated with the Diamond portfolio that we developed or may develop.

If the license agreement is terminated, we could lose the right to use one or more of such new brands.

The termination of the license agreement or exercise of other remedies would materially harm our business and results of operations and impair our ability to market and sell our products and maintain our competitive position.

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Finally, the license agreement imposes a number of restrictions or prohibitions on our business and operations, and our ability to engage in a number of transactions, including, without limitations, acquiring or being acquired by another entity, engaging in any lodging business or otherwise competing with Hilton, and entering into or amending in any manner certain types of marketing agreements, including with Hilton’s competitors (such as Choice), in each case without Hilton’s consent.

Any noncompliance with any of these provisions may result in the termination of the license agreement, either automatically or at Hilton’s election.

Any noncompliance with any of these provisions may result in the termination of the license agreement, either

automatically or at Hilton’s election.

In addition, while we are permitted under the license agreement to engage in certain other businesses, including owning and operating vacation ownership business and properties that are not Hilton-branded, in such instances, we are not permitted to use any of the rights and assets provided by Hilton under the license agreement in connection with such business and operation.

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Any of the foregoing and other factors that lead to Hilton’s termination of the license agreement will have a material and irreparable adverse impact on our business.

Business—Key Agreements with Hilton Worldwide Holdings.

Business—Agreements with Hilton Worldwide Holdings.

We will rely on Hilton to consent to our use of its trademarks at new properties we manage in the future.

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Further, if Hilton does not permit us to use its trademarks in connection with our expansion plans, our ability to expand our Hilton-branded timeshare business would cease and our ability to remain competitive may be materially adversely affected.

See “Risks Related to the Integration of Diamond—Our ability to integrate the acquired Diamond business could be harmed if Hilton does not consent to the use of its trademarks in connection with the rebranding of Diamond resorts ,” “Risks Related to the Integration of Bluegreen—Our ability to integrate the acquired Bluegreen business could be harmed if Hilton does not consent to the use of its trademarks in connection with the rebranding of Bluegreen resorts” and “Item 1.

Business—Key Agreements with Hilton Worldwide Holdings.

See “Risks Related to Our Acquisitions—Our ability to successfully integrate the Diamond and Bluegreen businesses depends on our compliance with the Hilton license agreement” and “Item 1.

Business—Agreements with Hilton Worldwide Holdings.

Our business depends on the quality and reputation of the Hilton brands and affiliation with the Hilton Honors loyalty program.

Currently, our Legacy HGV products and services are offered under the Hilton brand names and affiliated with the Hilton Honors loyalty program, and we intend to continue to develop and offer products and services under the Hilton brands and affiliated with the Hilton Honors loyalty program in the future, including the products acquired in the Diamond Acquisition and the Bluegreen Acquisition.

Our HGV branded products and services are offered under the Hilton brand names and affiliated with the Hilton Honors loyalty program, and we intend to continue to develop and offer products and services under the Hilton brands and affiliated with the Hilton Honors loyalty program in the future.

In addition, the license agreement contains significant prohibitions on our ability to own or operate properties that are not Hilton brand names.

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We rely on several critical marketing activities and arrangements to engage with potential VOI purchasers for generating tour flow, contract sales and financing fees, resort management and other revenues.

These include targeted direct marketing, transfers of calls by Hilton of its customers to us pursuant to Marketing Services Agreement, our marketing and joint venture agreements with Bass Pro, our strategic and related agreements with Choice, the successful implementation of our digital and technology-based marketing strategy and the integration of the marketing technologies of Bluegreen and Diamond with our strategy.

These include targeted direct marketing, transfers of calls by Hilton of its customers to us pursuant to existing arrangements with Hilton, our marketing and joint venture agreements with Bass Pro, our strategic and related agreements with Choice, the successful implementation of our digital and technology-based marketing strategy and the integration of the marketing technologies of Bluegreen and Diamond with our strategy.

Any significant changes to one or more factors that adversely affect such marketing activities and arrangements will adversely impact our revenue and growth strategy.

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These acquisitions may also be structured in such a way that we will be assuming unknown or undisclosed liabilities or obligations.

Moreover, we may be unable to efficiently integrate acquisitions, management attention and other resources may be diverted away from other potentially more profitable areas of our business and in some cases these acquisitions may turn out to be less compatible with our growth and operational strategy than originally anticipated.

may turn out to be less compatible with our growth and operational strategy than originally anticipated.

The occurrence of any of these events could adversely affect our business, financial condition and results of operations.

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• construction costs and the costs of materials and supplies, to the extent they escalate faster than the pace at which we can increase the price of VOIs, adversely affecting our profits and margins;

• construction delays, supply chain delays, labor shortages, zoning and other local, state or federal governmental approvals, particularly in new geographic areas with which we are unfamiliar, cost overruns, lender financial defaults, or natural or man-made disasters, such as earthquakes, tsunamis, hurricanes, floods, fires, volcanic eruptions and oil spills, increasing overall project costs, affecting timing of project completion or resulting in project cancellations;

eruptions and oil spills, increasing overall project costs, affecting timing of project completion or resulting in project cancellations;

• any liability or alleged liability or resultant delays associated with latent defects in design or construction of projects we have developed or that we construct in the future adversely affecting our business, financial condition and reputation;

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We also market our products and services in the Asia Pacific region, primarily in Japan and South Korea.

In addition, as part of our business strategy, we intend to continue the expansion of our operations in Japan, including by continuing to market and sell VOIs at Sesoko and Odawara resorts and continuing to opportunistically develop additional property or acquire additional inventory, as well as explore further expansion opportunities in other countries located in the Asia Pacific region, Mexico, Europe and the Caribbean.

In addition, as part of our business strategy, we intend to continue the expansion of our operations in Japan, including by continuing to market and sell VOIs at Sesoko, Odawara and Kyoto resorts and continuing to opportunistically develop additional property or acquire additional inventory, as well as explore further expansion opportunities in other countries located in the Asia Pacific region, Mexico, Europe and the Caribbean.

Such activities may not be limited only to marketing efforts for existing international and U.S.

properties and products in other countries, but may also include acquiring, developing, managing, marketing, offering and/or financing timeshare properties and VOI related products and services in such countries.

Current and future international operations expose us to a number of additional challenges and risks are inherent in operating in countries other than the United States, such as:

• compliance with laws of both United States and non-U.S.

jurisdictions, including foreign ownership restrictions, import and export controls, tariffs, embargoes and changes in applicable tax law, and other laws affecting our acquisition, development, management, marketing, sales, financings, and related activities;

• political or civil unrest, acts of terrorism, the threat of international boycotts or anti-U.S.

legislation or sentiment and the identification of the Hilton brands as U.S.

• the negative impact of relationships between governments in those countries and the United States, which may result in or from undesirable trade, tariff, travel or other policies and regulations (including pursuant to policies of the new U.S.

administration);

• local economic risks in such countries including, but not limited to foreign currency exchange risks and the imposition of restrictions on currency conversion or the transfer of funds;

• employee matters, including laws and regulations related to employment;

• exposure to litigation in foreign jurisdictions and uncertainties as to local laws regarding, and enforcement of, contract and intellectual property rights;

• other difficulties involved in managing an organization doing business internationally.

Current and future international operations expose us to a number of additional challenges and risks are inherent in operating in foreign countries, such as compliance with laws in multiple jurisdictions, including foreign ownership restrictions;

import and export controls;

data privacy;

trade restrictions;

exposure to litigation in multiple jurisdictions;

foreign currency exchange risks;

political or civil unrest;

and the impact of relationships between foreign governments and the United States.

Expansion of our international operations into other countries and territories may result in greater inefficiencies in navigating the risks of operating internationally and could result in greater effects on our business than would be experienced by a company with greater international experience.

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Our future success depends on our continuing ability to identify, hire, develop, motivate, and retain highly skilled personnel for all areas of our organization.

Competition in our industry for qualified employees is intense, and certain of our competitors have directly targeted our employees.

Competition in our industry for qualified employees is intense, and certain of our competitors have directly

targeted our employees.

Our compensation arrangements may not always be successful in attracting new employees and retaining and motivating our existing employees, and we may need to increase compensation in order to maintain our workforce.

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Third-party reservation channels may negatively affect our bookings for room rental revenues.

Some stays at the properties we manage are booked through third-party internet travel intermediaries, such as expedia.com, orbitz.com and booking.com, as well as lesser-known and/or newly emerging online travel service providers.

Some stays at the properties we manage are booked through third-party internet travel intermediaries.

As the percentage of internet bookings increases, these intermediaries may be able to obtain higher commissions, reduced room rates or other significant contract concessions from us.

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Further, certain types of losses, generally of a catastrophic nature, such as earthquakes, hurricanes and floods, war, terrorist acts, such as biological or chemical terrorism, political risks, some environmental hazards and/or natural or man-made disasters, may be outside the general coverage limits of our policy, subject to large deductibles, deemed uninsurable or too cost-prohibitive to justify insuring against.

In addition, in the event of a substantial loss, the insurance coverage we carry may not be sufficient to pay the full market value or replacement cost of the affected resort or in some cases may not provide a recovery for any part of a loss.

In addition, in the event of a substantial loss, the insurance coverage we carry may not be sufficient to pay the full market value or replacement cost of the affected resort or in some cases may not

provide a recovery for any part of a loss.

As a result, we could lose some or all the capital we have invested in a property, as well as the anticipated future marketing, sales or revenue opportunities from the property.

Further, we could remain obligated under guarantees or other financial obligations related to the property despite the loss of product inventory, and our members could be required to contribute toward deductibles to help cover losses.

We previously identified a material weakness in our internal control over financial reporting related to the prior two fiscal years.

We previously identified a material weakness in our internal control over financial reporting.

If we experience additional material weaknesses, or otherwise fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately or timely report our financial results, in which case our business may be harmed, our stock price could be adversely affected, and we may otherwise experience other adverse consequences.

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Risks Related to the Sale of VOIs

A decline in developed or acquired VOI inventory or our failure to enter into and maintain fee-for-service agreements may have an adverse effect on our business or results of operations.

A decline in developed or acquired VOI inventory may have an adverse effect on our business or results of operations.

In addition to VOI supply that we develop or acquire, we source VOIs through fee-for-service agreements with third-party developers.

If we fail to develop timeshare properties, acquire inventory or are unsuccessful in entering into new agreements with third-party developers, we may experience a decline in VOI supply, which could result in a decrease in our revenues.

If we fail to develop timeshare properties or acquire inventory we may experience a decline in VOI supply, which could result in a decrease in our revenues.

Approximately 26% of our contract sales were from capital-efficient sources for the year ended December 31, 2025.

As part of our strategy to optimize our sales mix of capital-efficient inventory, we will continue to acquire inventory and enter into additional fee-for-service agreements to source inventory.

As part of our strategy to optimize our sales mix of capital-efficient inventory, we will continue to develop or acquire inventory from third parties to source inventory.

These arrangements may expose us to additional risk as we will not control development activities or timing of development completion.

If third parties with whom we enter into agreements are not able to fulfill their obligations to us, the inventory we expect to acquire or market and sell on their behalf may not be available on time or at all, or may not otherwise be within agreed-upon specifications, including the specifications that we must meet in order to use Hilton’s trademarks at such properties.

If our counterparties do not perform as expected and we do not have access to the expected inventory or obtain access to inventory from alternative sources on a timely basis, our ability to achieve sales goals may be adversely affected.

If third parties with whom we enter into agreements are not able to fulfill their obligations to us, the inventory we expect to acquire or market and sell may not be available on time or at all, or may not otherwise be within agreed-upon specifications, including the specifications that we must meet in order to use Hilton’s trademarks at such properties.

counterparties do not perform as expected and we do not have access to the expected inventory or obtain access to inventory from alternative sources on a timely basis, our ability to achieve sales goals may be adversely affected.

In addition, a decline in VOI supply could result in a decrease of financing revenues that are generated by VOI purchases and fee and rental revenues that are generated by our resort and Club management services.

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The availability, terms and conditions and pricing of our bonding capacity is 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.

If bonding capacity is unavailable, or alternatively, if the

terms and conditions and pricing of such bonding capacity are unacceptable to us, our business could be negatively affected.

We have and will continue to enter into fee-for-service agreements with third-party developers to source inventory.

If bonding capacity is unavailable, or alternatively, if the terms and conditions and pricing of such bonding capacity are unacceptable to us, our business could be negatively affected.

We have fee-for-service agreements with third-party developers to source inventory.

These agreements enable us to generate fees from the marketing and sales services we provide, Club memberships and from the management of the timeshare properties without requiring us to fund acquisition and construction costs.

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Asset-backed securities issued in our timeshare financing receivable securitization program could be downgraded by credit agencies in the future.

If a downgrade occurs, our ability to complete other securitization transactions on acceptable terms or at all could be jeopardized, and we could be

forced to rely on other potentially more expensive and less attractive funding sources, to the extent available.

If a downgrade occurs, our ability to complete other securitization transactions on acceptable terms or at all could be jeopardized, and we could be forced to rely on other potentially more expensive and less attractive funding sources, to the extent available.

Similarly, if other operators of vacation ownership products were to experience significant financial difficulties, or if the timeshare industry as a whole were to contract, we could experience difficulty in securing funding on acceptable terms.

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For example, in June 2024 the FBI warned against illegal scams targeting timeshare owners, primarily older Americans, that resulted in the owners losing substantial amounts of money in some cases.

Such illegal activity could deter consumers from purchasing our timeshare products, which may adversely affect our revenues and results of operations.

Such illegal activity could harm our reputation or deter consumers from purchasing our timeshare products, which may adversely affect our revenues and results of operations.

Increased activity by third-party exit companies' owners may adversely impact our business.

The acquired Diamond business has been significantly targeted by organized activities of third parties that actively pursue timeshare owners claiming to provide timeshare interest transfers and/or “exit” services.

Any increases in the level of participation by timeshare owners in response to such overtures and/or delinquencies or defaults with respect to the timeshare loans owed by such owners may disrupt our business and affect cash flow from collections on the timeshare loans.

Any increases in the level

of participation by timeshare owners in response to such overtures and/or delinquencies or defaults with respect to the timeshare loans owed by such owners may disrupt our business and affect cash flow from collections on the timeshare loans.

In addition, exit companies may target HGV’s owners (including Bluegreen’s and Diamond’s owners) to a greater extent than they already do in light of the larger, combined company following the Diamond Acquisition and Bluegreen Acquisition.

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Owners of our VOIs and those we sell on behalf of third-party developers must pay maintenance fees levied by HOA boards, which include reserve amounts for capital replacements and refurbishments.

These maintenance fees are used to maintain and refurbish the timeshare properties and to keep the properties in compliance with applicable Hilton

standards and policies.

These maintenance fees are used to maintain and refurbish the timeshare properties and to keep the properties in compliance with applicable Hilton standards and policies.

If HOA boards do not levy sufficient maintenance fees, including capital reserves required by applicable law, or fail to manage their reserves appropriately, or if members do not pay their maintenance fees, the timeshare properties could fall into disrepair and fail to comply with applicable standards and policies, and/or state regulators could impose requirements, obligations and penalties.

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Social media influences how consumers search for vacation information and make decisions to purchase vacation-related products and services.

Lack of awareness or understanding of and the failure to effectively manage, and the costs associated with our management of social media content regarding our products and services could have a material adverse effect on VOI sales, revenues and our operating results.

Lack of awareness or understanding of and the failure to effectively manage, and the

costs associated with our management of social media content regarding our products and services could have a material adverse effect on VOI sales, revenues and our operating results.

Social media has become an increasingly influential aspect of tourism, changing the way consumers search, evaluate, rank and purchase vacation products and services.

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We rely heavily on computer, internet-based and mobile information and communications systems operated by us or our service providers to collect, process, transmit and retain large volumes of customer data, including credit card numbers and other personally identifiable information, reservation information and mailing lists, as well as personally identifiable information of our employees.

There has been an increase in the number and sophistication of criminal cybersecurity attacks against companies where customer and other sensitive information has been compromised.

There has been an increase in the number and sophistication of cybersecurity attacks perpetrated by criminals and nation-states against companies, which are likely to continue as adversaries leverage artificial intelligence-based technologies and services.

Our information systems and records, including those we maintain with our service providers and vendors, have been, and likely will continue to be, subject to such cyber-attacks and technology disruptions, which include efforts to hack or breach security measures in order to obtain or misuse information or cause business disruption, including through, for example, phishing attempts, brute force attacks, denial of service attacks, exploiting software vulnerabilities (including “zero-day attacks”), viruses or other malicious code, “ransomware” or other malware, and supply chain attacks.

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However, the ever-evolving threats mean we and our third-party service providers and vendors must continually evaluate and adapt our respective systems and processes and overall security environment, as well as those of any companies we may acquire.

There is no guarantee that these measures will be adequate to safeguard against all data security breaches, system compromises or misuses of data.

There is no guarantee that these measures will be adequate to safeguard against all cybersecurity incidents, data security breaches, system compromises or misuses of data.

The integrity and protection of customer and employee data is critical to us.

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A significant theft, loss, loss of access to, or fraudulent use of customer, employee, or company data could adversely impact our reputation, and could result in significant remedial and other expenses, fines, and/or litigation.

Breaches in the security of our information systems or those of our service providers or vendors or other disruptions in data services could lead to an interruption in the operation of our systems or require us to consider changes to our customer data or payment systems, resulting in operational inefficiencies, additional expense and a loss of profits.

Compromises in the security of our information systems or those of our service providers or vendors or other disruptions in data services could lead to an interruption in the operation of our systems or require us to consider changes to our customer data or payment systems, resulting in operational inefficiencies, additional expense and a loss of profits.

Our collection and use of customer information are governed by extensive and evolving privacy laws and regulations that are constantly evolving and may differ significantly depending on jurisdiction.

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Many jurisdictions have enacted or are enacting laws requiring companies to notify regulators or individuals of data security incidents involving certain types of personal data.

These mandatory disclosures regarding security incidents often lead to widespread negative publicity, and the risk of reputational harm may be magnified and/or distorted through the rapid dissemination of information over the internet, including through news articles, blogs, chat rooms, and social media sites.

Any security incident, whether actual or perceived, could harm our reputation, erode customer confidence in the effectiveness of our data security measures, negatively impact our ability to attract or retain customers, or subject us to third-party lawsuits, regulatory fines or other action or liability, which could materially and adversely affect our business and operating results.

Further, effective December 18, 2023, the SEC requires public companies to disclose material cybersecurity incidents that they experience on a Current Report on Form 8-K within four business days of determining that a material cybersecurity incident has occurred and to disclose on an annual basis material information regarding their cybersecurity risk management, strategy and governance.

These mandatory notifications regarding security incidents often lead to widespread negative publicity, and the risk of reputational harm may be magnified and/or distorted through the rapid dissemination of information over the internet, including through news articles, blogs, chat rooms, and social media sites.

Any security incident, whether actual or perceived, could harm our reputation, erode customer confidence in the effectiveness of our data security measures, negatively impact our ability to attract or retain customers, or subject us to third-party lawsuits, regulatory investigations, enforcement actions, fines or other action or liability, which could materially and adversely affect our business and operating results.

In addition, the SEC requires public companies to disclose material cybersecurity incidents that they experience on a Current Report on Form 8-K within four business days of determining that a material cybersecurity incident has occurred and to disclose on an annual basis material information regarding their cybersecurity risk management, strategy and governance.

If we fail to comply with these requirements we could incur regulatory fines in addition to other adverse consequences to our reputation, business, financial condition and results of operations.

Our business could be subject to stricter obligations and greater fines and private causes of action under the enactment of data privacy laws, including but not limited to, the European Union General Data Protection Regulation and the California Consumer Privacy Act.

Our systems and the systems operated by our service providers may be unable to satisfy changing regulatory requirements and customer and employee expectations and/or may require significant additional investments or time to do so.

The steps we take to deter and mitigate risks related to cybersecurity may not provide the intended level of protection.

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We may be required to expend significant additional resources in the future to modify and enhance our protective measures.

Although we carry cyber/privacy liability insurance that is designed to protect us against certain losses related to cybersecurity risks, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise in connection with cyber-attacks, security breaches, and other related breaches.

Although we have insurance coverage that is designed to protect us against certain losses related to cybersecurity risks, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise in connection with cyber-attacks, security breaches, and other related breaches.

In addition, the third party service providers and partners on which we rely (including those that may be in possession of our sensitive information) face cybersecurity risks, some of which may be different than the risks we face, and we do not directly control any of such service providers’ information security operations, including the efforts that they may take to mitigate risks or the level of cyber/privacy liability insurance that they may carry.

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“Cybersecurity.”

We are subject to data privacy laws in many jurisdictions and may be unable to comply with these requirements.

Many of the jurisdictions in which we operate, including the European Union, Canada, Japan, Mexico and several states within the U.S., have enacted data privacy or data protection laws that place restrictions on how personal information is collected, stored, processed, shared and disclosed.

For example, the European Union (“EU”) General Data Protection Regulation (the “GDPR”) imposes significant obligations onto businesses that sell products or services to EU customers or otherwise control or process personal data of EU residents.

Complying with the GDPR could increase our compliance costs, or adversely impact the marketing of our products and services to customers in the EU and our overall business.

If we fail to comply with the requirements of the GDPR, we could face significant administrative and monetary sanctions, which could materially adversely impact our results of operations and financial condition.

Our business could be subject to additional obligations, privacy litigation, fines, private causes of action, regulatory investigations and enforcement actions as well as reputational harm and other adverse effects, due to the failure to comply with the various U.S.

and foreign data privacy laws or other applicable data security laws, regulations and standards (including those applicable to credit card data).

Risks Related to Legal and Regulatory Requirements

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Failure to comply with the laws could result in legal liability or result in substantial costs related to environmental or other remediation.

Laws in some jurisdictions also impose liability on property developers for construction defects discovered or repairs made by future owners of property developed by the developer.

Laws in some jurisdictions also impose liability on property developers for construction defects discovered or repairs made by

future owners of property developed by the developer.

In addition, the sales of VOIs must be registered with governmental authorities in most jurisdictions in which we do business.

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In addition, laws in many jurisdictions in which we sell VOIs grant the purchaser of a VOI the right to cancel a purchase contract during a specified rescission period.

Because telemarketing practices are highly regulated, we have implemented procedures to reduce the possibility of violating such laws, however, such procedures may not be effective in ensuring regulatory compliance in every instance.

Because we are subject to the Telephone Consumer Protection Act, ‘do not call” legislation and other regulations, we have implemented procedures to reduce the possibility of violating such laws, however, such procedures may not be effective in ensuring regulatory compliance in every instance.

In addition, because we are now an independent company from Hilton, it may be more difficult for us to utilize customer information we obtain from Hilton in the future for marketing purposes.

Under the Americans with Disabilities Act of 1990 and the Accessibility Guidelines promulgated thereunder (collectively, the “ADA”), all public accommodations must meet various federal requirements related to access and use by disabled persons.

Our lending and related activities are also subject to a number of laws and regulations, including laws and regulations related to consumer loans, retail installment contracts, mortgage lending, fair debt collection and credit reporting practices, consumer collection practices, contacting debtors by telephone, mortgage disclosure, lender licenses and money laundering.

Our resort management activities subject us to a number of laws and regulations, including those that relate to public lodging, food and beverage services, liquor licenses and labor and employment, among others.

Finally, under the Americans with Disabilities Act of 1990 and the Accessibility Guidelines promulgated thereunder (collectively, the “ADA”), all public accommodations must meet various federal requirements related to access and use by disabled persons.

Compliance with ADA’s requirements could require removal of access barriers, and non-compliance could result in the U.S.

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Our properties also are subject to various federal, state and local regulatory requirements, such as state and local fire and life safety requirements.

Furthermore, various laws govern our resort management activities, including laws and regulations regarding community association management, public lodging, food and beverage services, liquor licensing, labor, employment, health care, health and safety, accessibility, discrimination, immigration, gaming and the environment.

Finally, our resort management activities subject us to a number of laws and regulations, including those that relate to public lodging, food and beverage services, liquor licenses and labor and employment, among others.

We may not be successful in maintaining compliance with all laws, regulations and policies to which we are currently subject, and such compliance is expensive and time consuming.

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Failure to comply with current or future applicable laws, regulations and policies could have a material adverse effect on our business.

For example, if we do not comply with applicable laws, regulations and policies, governmental authorities in the jurisdictions where the violations occurred may revoke or refuse to renew licenses or registrations

necessary to operate our business.

Failure to comply with applicable laws, regulations and policies could also render sales contracts for our products void or voidable, subject us to fines or other sanctions, and increase our exposure to litigation.

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These laws and regulations govern actions including air emissions, the use, storage and disposal of hazardous and toxic substances, and wastewater disposal.

Our failure to comply with such laws, including any required permits or licenses, could result in substantial fines, penalties, litigation or possible revocation of our authority to conduct some of our operations.

Our failure to comply

with such laws, including any required permits or licenses, could result in substantial fines, penalties, litigation or possible revocation of our authority to conduct some of our operations.

We could also be liable under such laws for the costs of investigation, removal or remediation of hazardous or toxic substances at our currently or formerly owned real property or at third-party locations in connection with our waste disposal operations, regardless of whether or not we knew of, or caused, the presence or release of such substances.

From time to time, we may be required to remediate such substances or remove, abate or manage asbestos, mold, radon gas, lead or other hazardous conditions at our properties.

From time to time, we may be required to remediate such substances or remove, abate or manage asbestos, mold, radon gas, lead, petroleum or other hazardous conditions at our properties.

The presence or release of such toxic or hazardous substances could result in third-party claims for personal injury, property or natural resource damages, business interruption or other losses.

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Environmental, health and safety requirements have also become increasingly stringent, and our costs may increase as a result.

states and various countries are considering or have undertaken actions to regulate and reduce greenhouse gas emissions.

New or revised laws and regulations, or new interpretations of existing laws and regulations, such as those related to climate change, could affect the operation of the properties we manage or result in significant additional expense and operating restrictions on us.

The cost of such legislation, regulation or new interpretations would depend upon the specific requirements enacted and cannot be determined at this time.

states and various countries are considering or have undertaken actions to regulate, disclose and reduce greenhouse gas emissions.

New or revised laws and regulations such as those related to climate change, could affect the operation of the properties we manage or result in significant additional expense and operating restrictions on us.

The cost of such legislation or regulation would depend upon the specific requirements enacted and cannot be determined at this time.

In addition, failure or perception of failure to achieve our goals with respect to reducing our impact on the environment or perception of a failure to act responsibly with respect to the environment or to effectively respond to regulatory requirements concerning climate change could lead to adverse publicity, resulting in an adverse effect on our business or damage to our reputation.

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Although we have policies in place designed to comply with applicable sanctions, rules and regulations, it is possible that the timeshare properties we own or manage in the countries and territories in which we operate may provide services to or receive funds from persons subject to sanctions.

In addition, some of our operations may be subject to the laws and regulations of non-U.S.

jurisdictions, including the U.K.’s Bribery Act of 2010, which contains significant prohibitions on bribery and other corrupt business activities, and other local anti-corruption laws in the countries and territories in which we conduct operations.

In addition, some of our operations may be subject to the

laws and regulations of non-U.S.

jurisdictions, including the U.K.’s Bribery Act of 2010, which contains significant prohibitions on bribery and other corrupt business activities, and U.K.

sanctions, as well as other local anti-corruption and sanction laws in the countries and territories in which we conduct operations.

If we fail to comply with these laws and regulations, we could be exposed to claims for damages, financial penalties, reputational harm and incarceration of employees or restrictions on our operation or ownership of timeshare and other properties, products or services, including the termination of ownership and management rights.

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Disclosure of such activities, even if such activities are permissible under applicable law, and any sanctions imposed on us or our affiliates as a result of these activities could harm our reputation and the Hilton brands we use and have a negative effect on our results of operations.

The European Union (“EU”) General Data Protection Regulation (the “GDPR”) imposes significant obligations to businesses that sell products or services to EU customers or otherwise control or process personal data of EU residents.

Complying with the GDPR could increase our compliance cost, or adversely impact the marketing of our products and services to customers in the EU and our overall business.

In addition, the GDPR imposes fines and penalties for noncompliance, including fines of up to 4% of annual worldwide revenue.

Risks Related to Our Indebtedness

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Similarly, in connection with the Bluegreen Acquisition, we issued $900 million in aggregate principal amount of 6.625% senior notes due 2032 and borrowed term loans in an initial aggregate principal amount of $900 million due 2031.

The new term loans are subject to an interest rate of SOFR plus 2.25%.

These term loans are subject to an interest rate of SOFR plus 2.00%.

Finally, we assumed several of Diamond’s and Bluegreen’s revolving facilities that are secured by timeshare loan receivables.

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In particular, compliance with state and local laws applicable to our business, including those relating to deeds, title transfers and certain other regulations applicable to sales of VOIs, may at times delay or hinder our ability to access cash flows generated by our VOI sales.

If we are unable to generate and access sufficient cash flow to service our debt and meet our other commitments, we may need to restructure or refinance all or a portion of our debt, sell material assets or operations or raise additional debt or equity capital.

are unable to generate and access sufficient cash flow to service our debt and meet our other commitments, we may need to restructure or refinance all or a portion of our debt, sell material assets or operations or raise additional debt or equity capital.

We may not be able to affect any of these actions on a timely basis, on commercially reasonable terms or at all, and these actions may not be sufficient to meet our capital requirements.

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To the extent new debt is added to our current debt levels, the substantial leverage risks described in the preceding six risk factors would increase.

Risks Related to the Integration of Diamond

We may not be able to integrate the acquired Diamond business successfully.

We continue to integrate the Diamond business following the completion of the Diamond Acquisition in August 2021.

The completion of the integration process could ultimately take longer than anticipated and/or could be more difficult than anticipated due to a number of reasons, including the lack of complementary products and resort offerings, delays or other challenges in converting the Diamond resorts into resorts that are suitable for HGV as part of our overall strategy and our rebranding plan, loss of valuable employees, disruption of each company’s ongoing businesses, processes and systems, inconsistencies in standards, controls, procedures, practices, policies and compensation arrangements between the two businesses, and differences in corporate cultures and philosophies, and other challenges that are inherent in such a complex integration of businesses.

There also may be issues attributable to Diamond’s operations that were inherent to the business or are based on events or actions that occurred prior to the closing of the Diamond Acquisition that may make the integration even more challenging.

In addition, uncertainty about the effect of the Diamond Acquisition on relationships with our suppliers, vendors, existing owners, and potential owners may hinder the integration.

Risks Related to Our Acquisitions

We may not be able to integrate the acquired Diamond and Bluegreen businesses successfully.

We continue to integrate the Diamond and Bluegreen businesses.

The completion of the integration processes for each business could ultimately take longer than anticipated and/or could be more difficult than anticipated due to a number of reasons.

This includes the lack of complementary products and resort offerings, delays or other challenges in converting the Diamond and Bluegreen resorts into resorts that are suitable for HGV as part of our overall strategy and our rebranding plan, loss of valuable employees, disruption of each company’s ongoing businesses, processes and systems, inconsistencies in standards, controls, procedures, practices, policies and compensation arrangements between the businesses, and differences in corporate cultures and philosophies, and other challenges that are inherent in such a complex integration of businesses.

There also may be issues attributable to the acquired businesses’ operations that were inherent to the business or are based on events or actions that occurred prior to the closing of each acquisition that may make the integration even

more challenging.

In addition, uncertainty about the effect of the acquisitions on relationships with our suppliers, vendors, existing owners, and potential owners may hinder the integration.

Although we are taking steps designed to reduce or mitigate any adverse effects, these uncertainties may cause suppliers, vendors, existing and potential owners, and others that deal with us to seek to change, not renew or discontinue existing business relationships with us.

Integrating the Diamond business and properties into our operations may place a significant burden on management and internal resources and divert management’s attention away from day-to-day business concerns.

Further, our ability to attract, retain and motivate key personnel and employees may be impacted if employees or prospective employees have uncertainty about their future roles with us during the integration of the Diamond Acquisition and beyond.

Integrating the Diamond and Bluegreen businesses and properties into our operations may place a significant burden on management and internal resources and divert management’s attention away from day-to-day business concerns.

Despite our retention and recruiting efforts, key employees may be unwilling to continue their employment with us, and we may be unable to timely find suitable replacements.

Ultimately, the completion of the integration process is subject to a number of uncertainties, and no assurance can be given that our integration efforts will be successful.

Any one or more of the foregoing factors may adversely affect or hinder any successful integration of the Diamond acquisition and may materially adversely impact the execution of our strategy post-acquisition, business, operations, and, ultimately, our results of operations.

Our ability to successfully integrate the Diamond business depends on our compliance with the license agreement and ability to meet certain targets under the rebrand plan.

We and Hilton have agreed to a plan to rebrand the majority of the Diamond properties, rooms and sales facilities into HGV-branded properties, rooms and sales facilities over a five-year period that includes annual and cumulative target room conversions.

The License Agreement Amendment provides for the offer and sale by HGV of its “HGV Max” branded

product that provides access across legacy HGV and both converted and unconverted Diamond properties, subject to certain conditions.

If we do not achieve the applicable annual rebranding target milestones, we will be subject to an escalated royalty fee, and if we fail to achieve cumulative targets by September 2031, Hilton may prohibit our future offering and sales of HGV Max.

In addition, the license agreement requires Hilton’s approval in connection with our anticipated rebranding of the Diamond properties into our branded HGV Max properties and/or another new brand of properties.

Hilton also has the right to review our sales, reservation and marketing activities related to HGV Max and review and approve our rebranded sales centers.

We have agreed with Hilton to operate the Diamond properties and business as a separate operation, pending the rebranding and rebranding plan, after which we expect to continue to operate certain Diamond properties that are not rebranded as a separate operation.

Any one or more of the foregoing factors may adversely affect or hinder any successful integration of these acquisitions and may materially adversely impact the execution of our strategy post-acquisition, business, operations, and, ultimately, our results of operations.

Our ability to successfully integrate the Diamond and Bluegreen businesses depends on our compliance with the Hilton license agreement.

We and Hilton have agreed to a plan to rebrand the majority of the Diamond and Bluegreen properties, rooms and sales facilities into HGV-branded properties, rooms and sales facilities over a specified period that includes annual and cumulative target room conversions.

Under the terms of the Hilton license agreement, we must obtain Hilton’s approval to use the Hilton brand names and trademarks in connection with the rebranding of Diamond and Bluegreen properties to branded properties using the Hilton marks, as well as for the branding of timeshare properties that we acquire or develop in the future.

If we do not achieve the applicable annual rebranding target milestones, we will be subject to an escalated royalty fee, and if we fail to achieve cumulative targets by certain specified deadlines, Hilton may prohibit our future offering and sales of HGV Max.

We have agreed with Hilton to operate the Diamond and Bluegreen properties and sales centers as a separate operation, subject to rebranding and a rebranding plan.

If we fail to comply with the separate operation requirements in connection with such part of our business, we may be subject to potential violation of the license agreement.

In addition, if we cannot come to an agreement with Hilton on how to brand and operate Diamond properties that are not approved for rebranding by Hilton, our

ability to successfully integrate Diamond may be materially adversely affected.

We may conclude that it is necessary to enter into future amendments and/or modifications to the license agreement that may be necessary in connection with the integration and rebranding plans.

If we and Hilton are unable to reach agreements on any such amendments and/or modifications, our integration and rebranding plans may be delayed and/or may not comport to the current terms and conditions of the license agreement, which will adversely affect our business and operations.

In addition, if we cannot come to an agreement with Hilton on how to brand and operate Diamond and Bluegreen properties that are not approved for rebranding by Hilton, our ability to successfully integrate Diamond and Bluegreen may be materially adversely affected.

For additional information see “Item 1.

Business—Key Agreements with Hilton Worldwide Holdings.

Anticipated cost savings, synergies, growth in operating results and related benefits of the Diamond Acquisition may not be realized.

In addition, we may incur substantial costs and expenses related to the Diamond Acquisition and the integration beyond what we have anticipated, which may include unknown liabilities at the time of the closing.

Any of these factors could have a material adverse effect on our business, financial condition and results of operations.

We completed the Diamond Acquisition with the expectation that it will result in various benefits and synergies, including, among other things, operating efficiencies, and opportunities to potentially increase our revenue, sales, EBITDA, owners, and cost savings.

Achieving such anticipated benefits and synergies of the Diamond Acquisition within the expected timeframe, or at all, is subject to a number of uncertainties, including whether the businesses of HGV and Diamond can be integrated in an efficient and effective manner.

It is possible that any one or more of such benefits and synergies may not be realized, thereby significantly reducing the anticipated benefits associated with the Diamond Acquisition, and may result in higher than anticipated costs, and lower than anticipated revenue, and/or decreases in the amount of expected net income, all of which would adversely affect our future business, financial condition, and operating results.

Further, we incurred a number of fees, costs and expenses prior to completing the Diamond Acquisition and expect to continue to incur additional fees, costs and expenses associated with combining and integrating the operations of the two companies and achieving the desired benefits.

Business—Agreements with Hilton Worldwide Holdings.

We have incurred, and may continue to incur, substantial costs and expenses related to the Diamond and Bluegreen acquisitions.

We incurred, and expect to continue to incur a number of fees, costs and expenses associated with combining and integrating the operations of the companies and achieving the desired benefits.

These fees, costs and expenses, which are both recurring and non-recurring, have been, and will continue to be, substantial.

Although we believe that achieving cost synergies, benefits, and other efficiencies of the Diamond Acquisition should offset such costs, fees and expenses over time, such net benefit may not be achieved in the near term, or at all.

Moreover, there may be significant potential liabilities associated with the Legacy-Diamond business that may have been unknown to us at or prior to the closing of the Diamond Acquisition, or that may be more significant than we initially believed at or prior to the closing.

There is no assurance that our insurance policies will cover all of any such liabilities.

Any significant but individually immaterial liabilities in the aggregate, and/or any material liability that was unknown or not estimable by us at the time of the acquisition, may have a material adverse effect on our financial condition and operating results.

Our results will suffer if we do not effectively manage our expanded operations resulting from the Diamond Acquisition.

The size of our business increased significantly as a result of the Diamond Acquisition.

Our future success depends, in part, upon our ability to manage this expanded business, including in non-US jurisdictions where we did not have operations prior to the Diamond Acquisition, including challenges related to the management and monitoring of expanded operations and associated increased costs and complexity.

We may also need to obtain approvals of developers or HOAs in various instances to include additional resorts in the multi-resort trusts marketed, sold and managed by the acquired Diamond business (the “Diamond Collections”) or increase maintenance fees or impose additional requirements

in order to meet our brand and operating standards.

There can be no assurances that we will be successful or that we will realize the expected operating efficiencies, cost savings and other benefits currently anticipated from the transaction.

Although we believe that achieving cost synergies, benefits, and other efficiencies of these acquisitions should offset such costs, fees and expenses over time, such net benefit may not be achieved in the near term, or at all.

There may be significant potential liabilities associated with the acquired Diamond or Bluegreen business that may have been unknown to us at or prior to the closing of the acquisition, or that may be more significant than we initially believed at or prior to the closing, including existing and potential legal claims or contractual disputes, tax audits, regulatory violations (including environmental violations and claims), and other liabilities that are, individually or in the aggregate, greater than we had anticipated, more likely than we estimated were not known to us, and/or were not disclosed to us.

For example, we are currently involved in a dispute regarding an alleged breach of a purchase and sale agreement related to The Manhattan Club property that we acquired in connection with the Bluegreen Acquisition, which dispute we believed at the time of the acquisition was likely to be resolved in our favor.

As described in greater detail in Note 23:

Commitments and Contingencies – Litigation Contingencies , the arbitration panel in the dispute issued a decision on what is required to cure, which included purchases of inventory and assuming the management agreement at The Manhattan Club.

We are now in the process of curing the alleged breach.

It is possible that these liabilities, including any other liabilities that are currently unknown to us but may come to our attention, may result in substantial costs or losses, thereby adversely affecting our operating results and financial condition.

Any significant but individually immaterial liabilities in the aggregate, and/or any material liability that was unknown or not estimable by us at the time of the acquisitions, may have a material adverse effect on our financial condition and operating results.

Our results will suffer if we do not effectively manage our expanded operations resulting from the acquisitions.

The size and geographic scope of our business increased significantly as a result of the Diamond and Bluegreen acquisitions.

Our future success depends, in part, upon our ability to manage this expanded business, including in non-US jurisdictions where we did not have operations prior to the acquisitions as well as challenges related to the management and monitoring of expanded operations and associated increased costs and complexity.

We may also need to obtain approvals of developers or HOAs in various instances to increase maintenance fees or impose additional requirements in order to meet our brand and operating standards.

There can be no assurances that we will be successful or that we will realize the expected operating efficiencies, cost savings and other benefits currently anticipated from these transactions.

In addition, there will be increased compliance and regulatory risk as a result of the expanded size of our business.

We may be subject to complaints, litigation or reputational harm due to dissatisfaction with, or concerns related to, the Diamond Acquisition from our and former Diamond owners.

Our and former Diamond VOI owners prior to the completion of the Diamond Acquisition may be concerned about the actual or perceived impact of the Diamond Acquisition and the integration on their VOIs, including the potential reduction in quality of resorts and product offerings due to the increased size of the business and addition of new owners, the potential adverse effect on the availability of access to these resorts and other disruptions during the integration period, or the potential increase or change in HOA or other fees.

The VOI owners of the acquired Diamond business may have similar concerns related to a decline in the quality of product offerings or increase in fees as a result of the Diamond Acquisition and increase in size of the business.

Complaints or litigation brought by existing owners following the completion of the Diamond Acquisition could harm our reputation, discourage potential new owners and adversely impact our results of operations.

Interests in the acquired Diamond resorts are offered through a trust system, which is subject to a number of regulatory and other requirements.

The Diamond Collections located in the United States are alternatives to traditional deeded timeshare ownership, as they create a network of available resort accommodations at multiple locations.

For those US-based Diamond Collections, title to the units available through the Diamond Collections is held in a trust or similar arrangement that is administered by an independent trustee (the “Collection Trustee”).

A purchaser of a timeshare interest in a Collection does not receive a deeded interest in any specific resort or resort accommodation but acquires a membership in the timeshare plan which is denominated by an annual or biennial allotment of points.

Owners of Diamond’s timeshare interests are allowed to use their allocated points to reserve accommodations at the various component site(s)/participating resort(s) within the Diamond Collections, thereby giving the members greater flexibility to plan their vacations.

Owners may also elect to reserve accommodations at resorts that are not part of their Collection through Diamond’s exchange programs.

The Diamond Collections are registered pursuant to, exempted from, or otherwise in compliance with, the applicable statutory requirements for the sale of timeshare plans in a growing number of jurisdictions.

Such registrations and formal exemption determinations for the Diamond Collections confirm the substantial compliance with the filing and disclosure requirements of the respective timeshare statutes by the developer of the applicable Diamond Collection.

It does not constitute the endorsement of the creation, sale, promotion or operation of the Diamond Collections by any regulatory body nor relieve the developer of a Diamond Collection or any affiliates of such developer of any duty or responsibility under other statutes or any other applicable laws.

Registration under a respective timeshare act (or other applicable law) is not a guarantee or assurance of compliance with applicable law nor an assurance or guarantee of how any judicial body may interpret the Diamond Collections’ compliance therewith.

A determination that specific provisions or operations of the Collections do not comply with relevant timeshare acts or applicable law may have a material adverse effect on the developer, the Collection Trustee and the related non-profit members association for each of the Diamond Collections.

We may be subject to complaints, litigation or reputational harm due to dissatisfaction with, or concerns related to, the acquisitions from former Diamond and Bluegreen owners and our pre-acquisition owners.

Former Diamond and Bluegreen owners and our pre-acquisition owners may be concerned about the actual or perceived impact of the acquisitions and the integration on their VOIs, including the potential reduction in quality of resorts and product offerings due to the increased size of the business and addition of new owners, the potential adverse effect on the availability of access to these resorts and other disruptions during the integration period, or the potential increase or change in HOA or other fees.

Complaints or litigation brought by any of these owners could harm our reputation, discourage potential new owners and adversely impact our results of operations.

Interests in the Bluegreen Club and Diamond Collection are offered through a trust system, which is subject to a number of regulatory and other requirements.

The Bluegreen Club and the Diamond Collections located in the United States are alternatives to traditional deeded timeshare ownership, as they create a network of available resort accommodations at multiple locations.

Title to the units available through the Bluegreen Club and US-based Diamond Collections is held in a trust or similar arrangement that is administered by an independent trustee.

A purchaser of a timeshare interest does not receive a deeded interest in any specific resort or resort accommodation but acquires a membership in the timeshare plan which is denominated by an annual or biennial allotment of points.

Owners of Bluegreen’s and Diamond’s timeshare interests are allowed to use their allocated points to reserve accommodations at the various component site(s)/participating resort(s), thereby giving the members greater flexibility to plan their vacations.

Administering such trust structure can be complicated and requires compliance with various timeshare laws.

The Bluegreen Club and Diamond Collections are registered pursuant to, exempted from, or otherwise in compliance with, the applicable statutory requirements for the sale of timeshare plans in a growing number of jurisdictions.

Such registrations and formal exemption determinations confirm the substantial compliance with the filing and disclosure requirements of the respective timeshare statutes by the developer of the applicable resorts.

It does not constitute the endorsement of the creation, sale, promotion or operation of the resorts by any regulatory body nor relieve the developer or any affiliates of such developer of any duty or responsibility under other statutes or any other applicable laws.

A determination that specific provisions or operations of the Diamond Collections or Bluegreen Club does not comply with relevant timeshare acts or applicable law may have a material adverse effect on the developer, the trustee and the related non-profit members association.

If we are unable to successfully integrate and manage the trust system our results of operations or reputation may suffer.

Risks Related to the Integration of Bluegreen

We may not be able to successfully and timely complete the integration of Bluegreen and many of the anticipated benefits of combining us and Bluegreen may not be realized.

We completed the Bluegreen Acquisition with the expectation that it will result in various benefits, including, among other things, operating efficiencies, potential revenue synergies, cost savings, and certain key strategic and marketing partnerships and alliances.

We may not realize the anticipated benefits on a timely basis, or at all.

Achieving the anticipated benefits of the Bluegreen Acquisition is subject to a number of risks and uncertainties, including whether our and Bluegreen’s businesses can be integrated in an efficient and effective manner, and whether such integration and achievement of cost savings could come at the expense of other aspects of our operations, including degradation of products and services.

In addition, we may incur additional and/or unexpected costs in order to realize these cost savings.

Similarly, increased license fees and related costs associated with the integration of the two brands and any necessary modifications to the license agreement may result in increased costs and could hinder such integration.

It is possible that the integration process could take longer than anticipated and could result in the loss of valuable employees, the disruption of our ongoing business, processes and systems or inconsistencies in standards, controls, procedures, practices, policies and compensation arrangements, any of which could adversely affect our ability to achieve the anticipated benefits of the Bluegreen Acquisition.

We also may not successfully fully realize the expected benefits related to various key strategic and marketing partnerships and alliances of Bluegreen or may otherwise be constrained by existing strategic and marketing partnerships.

We may not be able to fully realize the expected benefits of key partnerships we assumed as part of the Bluegreen Acquisition.

We may not successfully fully realize the expected benefits related to various key strategic and marketing partnerships and alliances of Bluegreen or may otherwise be constrained by existing strategic and marketing partnerships.

In particular, Bluegreen historically generated a significant portion of its new sales prospects and leads through marketing arrangements with various third parties, including Bass Pro Shops and Choice.

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Bluegreen also had an exclusive strategic relationship with Choice, which we assumed, that involves several areas of its business, including a sales and marketing alliance that enabled Bluegreen to leverage Choice’ brands, customer relationships and marketing channels to sell vacation packages.

We have agreed with Choice to continue the Choice strategic relationship, subject to any limitations or requirements sent for in the Hilton license agreement, to grow our business.

We have agreed with Choice to continue the Choice

strategic relationship, subject to any limitations or requirements set forth in the Hilton license agreement, to grow our business.

If Bluegreen’s marketing arrangements that we assumed, including those described above, do not generate a sufficient number of prospects and leads, are terminated or not renewed, or are limited or changed in a manner adversely affecting us, or we otherwise are unable to realize the benefits from such marketing arrangements, our anticipated revenue growth may not occur, our the costs associated with such arrangements may exceed related revenues, and otherwise may adversely affect the anticipated benefits of the Bluegreen Acquisition.

Our results of operations could also be adversely affected by any issues attributable to Bluegreen’s operations that arise or are based on events or actions that occurred before the closing of the Bluegreen Acquisition.

We may have difficulty addressing possible differences in corporate cultures and management philosophies.

The integration process is subject to a number of uncertainties, and no assurance can be given that the anticipated benefits will be realized or, if realized, the timing of their realization.

Failure to achieve these and other anticipated benefits (including operating efficiencies) could result in increased costs or decreases in the amount of expected net income and could adversely affect our future business, financial condition, operating results and prospects.

Our ability to integrate the Bluegreen business depends on our compliance with the Hilton license agreement, including the separate operations provisions and certain prohibitions on doing business with competitors.

We license substantially all of the trademarks, brand names and intellectual property used in our business from Hilton under the Hilton license agreement.

We intend to offer vacation ownership products consisting of rebranded Bluegreen properties under our existing or new HGV brand.

Under the terms of the Hilton license agreement, we must obtain Hilton’s approval to use the Hilton brand names and trademarks in connection with the rebranding of the Bluegreen properties to branded properties using the Hilton marks, as well as for the branding of timeshare properties that we acquire or develop in the future.

We have agreed with Hilton to operate the Bluegreen business as a separate operation, subject to a rebranding schedule.

In addition, we may require additional amendments to the license agreement with Hilton to further modify various provisions of the Hilton license agreement to provide for any related approvals or relief from certain restrictions in connection with the integration of Bluegreen so as to allow us to achieve greater operating efficiency and synergy than currently provided for, and any failure to do so could adversely impact such operating efficiency and synergy.

In addition, any failure to obtain Hilton’s approval with respect to the rebranding of the Bluegreen properties and its sales centers will significantly harm our ability to integrate the Bluegreen business and its properties.

If we cannot come to an agreement with Hilton on how to brand and operate Bluegreen properties that do not currently or will not in the future meet the Hilton brand standards, then we will be required to continue to operate them as separate operations.

The Hilton license agreement provides for the automatic termination of our rights to certain Hilton brand names and trademarks should the aggregate number of units of accommodation in “Licensed Vacation Ownership Business” fall below two-thirds of the total number of units of accommodation in our entire “Vacation Ownership Business” at any time after the two-year period from the date of the closing of the Bluegreen Acquisition.

If, within this time period, we cannot successfully integrate Bluegreen into our business and obtain Hilton’s approval to use the Hilton brand names and trademarks for a sufficient number of Bluegreen accommodations, our license to use such Hilton brand names and trademarks may be automatically terminated, which could materially adversely impact our business.

In addition, our revenues from Hilton branded business must equal or exceed 67% of our total revenues;

otherwise, Hilton can terminate the noncompetition term contained in the license agreement.

Further, the Second Amendment to the Hilton license agreement established a minimum percentage of our total revenue in any calendar year that is required to be derived from the Hilton licensed business to maintain our continued exclusivity under the Hilton license agreement.

If we fail to meet such minimum percentage of revenue requirement, then Hilton would have the option to terminate our exclusivity under the Hilton license agreement, which would permit Hilton to license to other parties the trademarks, other intellectual property and certain other rights that are currently exclusively licensed to us under the Hilton license agreement.

In addition, the Hilton license agreement contains a number of prohibitions on us entering into certain agreements and arrangements, including certain enterprise-wide marketing arrangements and/or arrangements with competitors of Hilton.

If we assume or enter into such agreements or arrangements without the approval of Hilton, we may breach the Hilton license agreement.

The Hilton license agreement is critical to our business and the modification or amendment the Hilton license agreement or any exercise by Hilton of its termination or other rights under the Hilton license agreement, including the loss of exclusivity under the Hilton license agreement, could materially adversely impact our business.

We incurred substantial transaction costs in connection with the Bluegreen Acquisition.

We incurred, and expect that we will continue to incur, a number of significant, non-recurring expenses in connection with the Bluegreen Acquisition and the integration, including, without limitation, fees for third party legal, investment banking, consulting and advisory services, notes offering costs and expenses, amounts related to the repayment, termination, amendment and/or extension of Bluegreen’s indebtedness at the time of the closing, and obtaining necessary consents and approvals and combining the operations of the two companies.

These fees and costs have been, and will continue to be for some time, substantial.

Additional unanticipated costs may be incurred in our integration of Bluegreen.

Although it is expected that the elimination of certain duplicative costs, as well as the realization of other efficiencies related to the integration of the two businesses, will offset the incremental transaction related costs over time, this net benefit may not be achieved in the near term, may be delayed, or not achieved at all for a number of reasons.

We and Bluegreen may be subject to complaints, litigation or reputational harm due to dissatisfaction with, or concerns related to, the acquisition from our current owners.

Our current owners may be concerned about the actual or perceived impact of the merger on their VOIs, including related to a reduced quality of resorts and product offerings due to the increased size of the business and addition of new owners, or increase or change in homeowners' association or other fees.

Bluegreen’s legacy owners may have similar concerns related to a decline in the quality of product offerings or increase in fees as a result of the merger and increase in size of the business.

Complaints or litigation brought by existing owners could harm our reputation, discourage potential new owners and adversely impact our results of operations.

Our future results will suffer if we do not effectively manage our expanded operations and integrate Bluegreen.

Following the completion of the Bluegreen Acquisition, the size of our business has increased significantly beyond the size of either our or Bluegreen’s operations prior to the acquisition.

Our future success depends, in part, upon our ability to manage this expanded business, which will pose significant challenges for management, including challenges related to the managing and monitoring of new operations, increased costs and complexity, and increased compliance and regulatory requirements.

We may also need to obtain approvals of developers or HOAs in various instances to include additional resorts in the multi-resort trust marketed, sold and managed by Bluegreen or increase maintenance fees or impose additional requirements in order to meet our brand and operating standards.

There can be no assurances that we will be successful in implementing and/or managing any of these or other steps.

Bluegreen may have liabilities that exceed our estimates, and any such liabilities could adversely affect our financial results and condition.

Upon consummation of the Bluegreen Acquisition, we assumed all of Bluegreen’s liabilities, whether known or not.

Bluegreen may have various potential liabilities relating to the conduct of its business prior to the Bluegreen Acquisition, including, but not limited to, existing and potential legal claims or contractual disputes pertaining to various areas of the Bluegreen business, tax audits, regulatory violations (including environmental violations and claims), and other liabilities that are, individually or in the aggregate, greater than we had anticipated, more likely than we estimated were not known to us, and/or were not disclosed to us.

Since the acquisition was completed, in July 2024, an arbitration panel entered an interim award against Bluegreen and which provided us an opportunity to propose a cure for its breach prior to any decision on damages.

We are now in the process of curing the alleged breach.

See Part II – Item 8.

Financial Statements and Supplementary Data – Note 23:

Commitments and Contingencies for more information.

Interests in Bluegreen’s resorts are offered through a trust system, which is subject to a number of regulatory and other requirements.

Bluegreen’s resorts are alternatives to traditional deeded timeshare ownership, inasmuch as they create a network of available resort accommodations at multiple locations (“the Bluegreen Club”).

Title to the units available through the

Bluegreen Club is held in a trust or similar arrangement that is administered by an independent trustee (the “Independent Trustee”).

A purchaser of a timeshare interest in the Bluegreen Club generally does not receive a deeded interest in any specific resort or resort accommodation, but acquires a membership in the timeshare plan which is denominated by an annual or biennial allotment of points.

Owners of Bluegreen’s timeshare interests are allowed to use their allocated points to reserve accommodations at the various component site(s)/participating resort(s) within the Bluegreen Club, thereby giving the members greater flexibility to plan their vacations.

Administering such trust structure can be complicated and requires compliance with various timeshare laws (including those laws applicable to component sites).

For example, the Bluegreen Club is required to be registered pursuant to, exempted from, or otherwise in compliance with, the applicable statutory requirements for the sale of timeshare plans in a growing number of jurisdictions.

While such registrations and formal or informal exemption determinations for the Bluegreen Club may confirm the substantial compliance with the filing and disclosure requirements of the respective timeshare statutes, it does not constitute the endorsement of the creation, sale, promotion or operation of the Bluegreen Club by any regulatory body nor relieve Bluegreen (or any developer) of any duty or responsibility under other statutes or any other applicable laws.

In addition, various disclosures are required in connection with marketing and sale of timeshare interests or plans, which are required to be continually updated and current.

A determination that specific provisions or operations of the Bluegreen Club do not comply with relevant timeshare acts or applicable law may have a material adverse effect on the developer, the Independent Trustee and the related non-profit members association for each of the Bluegreen component sites or resorts.

Furthermore, any material omissions, inaccuracies or misstatements in disclosure documents may result in adverse consequences, including fines, penalties, rescission or similar rights for the purchasers, or other liabilities.

Risks Related to Ownership of Our Common Stock

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A change in these policies could have an adverse effect on our financial condition, our results of operations, our cash flow, the per share trading price of our common stock and our ability to satisfy our debt service obligations and to pay dividends to our stockholders.

The interests of one of our stockholders, Apollo, may conflict with ours or yours in the future .

In addition, Apollo, which owns a significant number of shares of our common stock, may sell some, most or all of our shares that it owns, which would cause our stock price to decline.

The interests of one of our significant stockholders, Apollo, may conflict with ours or the interests of our other stockholders.

Apollo may sell some, most or all of our shares that it owns, which would cause our stock price to decline.

We have entered into a stockholder's agreement with Apollo that, among other things, provides Apollo the right, under certain circumstances, to designate a certain number of directors to our board of directors.

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Our amended and restated certificate of incorporation provides no director who is not employed by us (including any nonemployee director who serves as one of our officers in both his or her director and officer capacities) or his or her affiliates will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate.

Apollo also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may

be unavailable to us.

Apollo also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may be unavailable to us.

In addition, Apollo may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investments, even though such transactions might involve risks to you.

In addition, as of December 31, 2025, Apollo owned 18,245,825 shares of our common stock.

During the fourth quarter 2024, Apollo sold an aggregate of 4,000,000 shares of our common stock pursuant to Rule 144 of the Securities Act.

Apollo may continue to sell, in one or more transactions, including Rule 144, underwritten offering and other transactions, some, most, or all of our shares that it owns at any time in compliance with the terms of the stockholders agreement.

Any such sale or sales are likely to cause the market price of our common stock to decline significantly.

During the fourth quarter 2024, Apollo sold an aggregate of 4,000,000 shares of our common stock pursuant to Rule 144 of the Securities Act, and in the third quarter of 2025 sold 8,050,000 shares of our common stock in an underwritten public offering.

Apollo may continue to sell, in one or more transactions, including Rule 144, underwritten offerings and other transactions, some, most, or all of our shares that it owns at any time in compliance with the terms of the stockholders agreement.

Any such sale or sales may cause the market price of our common stock to decline significantly.

Anti-takeover provisions in our organizational documents and Delaware law might discourage or delay acquisition attempts for us that you might consider favorable .

Our amended and restated certificate of incorporation and bylaws contain provisions that may make the merger or acquisition of our company more difficult without the approval of our board of directors.

For example, among other things, our organization documents prohibit stockholder action by written consent unless such action is recommended by all directors then in office and establish advance notice requirements for nominations for elections to our board or for proposing matters that can be acted upon by stockholders at stockholder meetings.

For example, among other things, our organization documents prohibit stockholder action by written consent unless such action is recommended by all

directors then in office and establish advance notice requirements for nominations for elections to our board or for proposing matters that can be acted upon by stockholders at stockholder meetings.

In addition, as a Delaware corporation, we are also subject to provisions of Delaware law, which continue to evolve and may impair a takeover attempt that our stockholders may find beneficial.

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• actual or anticipated fluctuations in our operating results;

• our ability to obtain financing as needed;

• changes in laws and regulations affecting our business;

• changes in accounting standards, policies, guidance, interpretations or principles;

• announcements by us or our competitors of significant investments, acquisitions or dispositions;

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• the operating performance and stock price of comparable companies;

• overall market fluctuations;

• a decline in the real estate markets;

• general economic conditions and other external factors.

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Under the Employee Stock Purchase Plan, an aggregate of 1,277,996 shares were available for future issuance as of December 31, 2025.

In addition, while we have not in the past, we may issue additional shares of our common stock to meeting liquidation and access to capital needs from time to time.

In addition, while we have not in the past, we may issue additional shares of our common stock to meet liquidation and access to capital needs from time to time.

Any further issuances could result in the dilution of our current stockholders causing the market price of shares of our common stock to decline.

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The existence of the Repurchase Program and related repurchases of our common stock could impact our stock price and increase its volatility.

Additionally, the Repurchase Program could diminish our cash reserves, which may impact our access to capital and liquidity for general operations and implementation of our business strategy.

Additionally, the Repurchase Program could diminish our cash reserves, which may impact

our access to capital and liquidity for general operations and implementation of our business strategy.

There can be no assurance that any share repurchases will enhance long-term stockholder value, and the market price of our common stock may decline below the levels at which we repurchased shares of stock.

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If a court were to agree with such a plaintiff, then such court could void the spin-off as a fraudulent transfer and could impose a number of different remedies, including without limitation, returning our assets or your shares in our company to Hilton or providing Hilton with a claim for money damages against us in an amount equal to the difference between the consideration received by Hilton and the fair market value of our company at the time of the spin-off.

The measure of insolvency for purposes of the fraudulent conveyance laws may vary depending on which jurisdiction’s law is applied.

Generally, however, an entity would be considered insolvent if the fair salable value of its assets is less than the amount of its liabilities (including the probable amount of contingent liabilities), and such entity would be considered to have unreasonably small capital if it lacked adequate capital to conduct its business in the ordinary course and pay its liabilities as they become due.

No assurance can be given as to what standard a court would apply to determine insolvency or that a court would determine that Hilton were solvent at the time of or after giving effect to the spin-off, including the distribution of our common stock.

We could be required to assume responsibility for obligations allocated to Hilton or Park under the Distribution Agreement.

We could be required to assume responsibility for obligations allocated to Hilton or Park under the Distribution Agreement or Tax Matters Agreement or could have indemnification obligations under such agreements.

We entered into the Distribution Agreement with Hilton and Park prior to the distribution of our shares of common stock to Hilton stockholders.

Under the Distribution Agreement and related ancillary agreements, each of us, Hilton and Park are generally responsible for the debts, liabilities and other obligations related to the business or businesses that they own and operate following the spin-off.

Although we do not expect to be liable for any obligations that were not allocated to us under the Distribution Agreement, a court could disregard the allocation agreed to among the parties, and require that we assume responsibility for obligations allocated to Hilton or Park (for example, tax and/or environmental liabilities), particularly if Hilton or Park were to refuse or were unable to pay or perform the allocated obligations.

In addition, losses in respect of certain Shared Contingent Liabilities, which generally are not specifically attributable to any of the timeshare business, the Park business or the retained business of Hilton, were determined on or prior to the date on which the Distribution Agreement was entered.

The percentage of Shared Contingent Liabilities for which we are responsible has been fixed in a manner that is intended to approximate our estimated enterprise value on the distribution date relative to the estimated enterprise values of Park and Hilton.

Subject to certain limitations and exceptions, Hilton is generally vested with the exclusive management and control of all matters pertaining to any such Shared Contingent Liabilities, including the prosecution of any claim and the conduct of any defense.

In connection with the spin-offs, we may be required to indemnify Hilton and Park, and the indemnities of Hilton and Park of us may not be sufficient to insure us against the full amount of the liabilities assumed by Hilton and Park, and Hilton and Park may be unable to satisfy their indemnification obligations to us in the future.

Pursuant to the Distribution Agreement entered into in connection with the spin-offs and certain other agreements among Hilton and Park and us, we agreed to indemnify each of Hilton and Park from certain liabilities.

Pursuant to the Distribution Agreement, we agreed to indemnify each of Hilton and Park from certain liabilities.

Indemnities that we may be required to provide Hilton and/or Park may be significant and could negatively affect our business.

In addition, each of Hilton and Park agreed to indemnify us with respect to such parties assumed or retained liabilities pursuant to the Distribution Agreement and breaches of the Distribution Agreement or other agreements related to the spin-offs.

Under the Tax Matters Agreement, we have agreed to indemnify Hilton and Park against certain tax liabilities.

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

In general, 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 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).

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 the timeshare business, we would in most cases be liable for the full amount attributable to the timeshare business.

Indemnities that we may be required to provide Hilton and/or Park, or any liabilities for which we may be responsible proportionately or wholly, pursuant to these agreements may be significant and could negatively affect our business.

Indemnities of Hilton and Park may not be sufficient to insure us against the full amount of the liabilities assumed by Hilton and Park.

Each of Hilton and Park agreed to indemnify us with respect to such parties’ assumed or retained liabilities pursuant to the Distribution Agreement and breaches of the Distribution Agreement or other agreements related to the spin-offs.

There can be no assurance that the indemnities from each of Hilton and Park will be sufficient to protect us against the full amount of these and other liabilities.

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Each of these risks could negatively affect our business, financial condition, results of operations and cash flows.

Pursuant to the Distribution Agreement and certain other agreements, including the Tax Matters Agreement, entered into in connection with the spin-offs among Hilton and Park and us, we agreed to indemnify each of Hilton and Park from certain liabilities (including tax liabilities).

In addition to the Shared Contingent Liabilities pursuant to the Distribution Agreement, the Tax Matters Agreement governs the respective obligations of Hilton, Park and us after the spin-off with respect to tax liabilities and benefits, tax attributes, tax contests, liability resulting from tax audits and other tax sharing regarding U.S.

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

Under the Tax Matters Agreement, we have agreed to indemnify Hilton and Park against certain tax liabilities.

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).

In addition, the parties share responsibility, in accordance with sharing percentages of 65% for Hilton, 26% for Park, and 9% for us, for any such taxes imposed on Hilton that are not attributable to actions taken by a party.

Finally, pursuant to the Tax Matters Agreement, 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 the timeshare business, we would in most cases be liable for the full amount attributable to the timeshare business.

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 1A. Risk Factors