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Item 7. Management’s Discussion and Analysis

2026-02-26 compared with 2025-03-03 · 237 added, 303 removed, 371 unchanged (59% of the section changed)

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The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear elsewhere in this Annual Report on Form 10-K.

The following discussion and analysis of our financial condition and results of operations is for the year ended December 31, 2025 compared with the year ended December 31, 2024.

Discussions of our financial condition and results of operations for the year ended December 31, 2024 compared to December 31, 2023 that have been omitted under this item can be found in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our A nnual Report on Form 10-K for the year ended December 31, 2024 , which was filed with the Securities and Exchange Commission on March 3, 2025.

Forward-Looking Statements

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During 2021, we completed the Diamond Acquisition, and on January 17, 2024, we completed the Bluegreen Acquisition.

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

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

Our operations primarily consist of:

selling VOIs for us and third parties;

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

operating resorts and timeshare plans;

and managing our clubs and exchange programs.

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

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

As of December 31, 2025, we have over 200 properties located in the United States (“U.S.”), Europe, Canada, the Caribbean, Mexico and Asia.

A significant number of our properties and VOIs are concentrated in Florida, Europe, Hawaii, California, South Carolina, Arizona, Virginia and Nevada, inclusive of the new locations acquired in connection with the Bluegreen Acquisition.

A significant number of our properties and VOIs are concentrated in Florida, Europe, Hawaii, South Carolina, California, Arizona, Nevada and Virginia.

Our properties feature spacious, condominium-style accommodations with superior amenities and quality service.

We are in the process of rebranding many of the Diamond properties and anticipate rebranding the majority of Bluegreen properties.

We began rebranding the Bluegreen sales centers during 2024 and expect to begin rebranding of certain Bluegreen properties in 2025 to the Hilton Grand Vacations brands and Hilton standards.

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

Based on the type of Club membership, members have the flexibility to exchange their VOIs for stays at any Hilton Grand Vacations resort, any property in the Hilton system of 24 industry-leading brands across approximately 8,300 properties, or affiliated properties, as well as numerous experiential vacation options, such as cruises and guided tours, or they have the option to exchange their VOI for various other timeshare resorts throughout the world through an external exchange program, including travel services options.

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

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

During 2025, we began rebranding certain Bluegreen properties to Hilton Grand Vacation brands.

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

As of December 31, 2025, we had more than 720,000 members across our club offerings.

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

We operate our business across two segments:

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Real Estate Sales and Financing

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

This ownership interest is generally equivalent to one week on an annual or biennial basis, at the timeshare resort in which the VOI is located.

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

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

Rather, for each Collection, one or more trustees hold legal title to the deeded fee simple real estate interests or the functional equivalent, or, in some cases, leasehold real estate interests for the benefit of the respective Collection’s association members in accordance with the applicable agreements.

Through the Bluegreen Acquisition, we also offer a points-based use right in perpetuity coupled with a freehold estate whereby upon purchase of a VOI, the purchaser directs conveyance of the VOI to the trustee of the Bluegreen Vacation Club who holds the timeshare interest pursuant to the Bluegreen Vacation Club Trust Agreement, dated as of May 18, 1994.

At the time of conveyance of the timeshare interest, the purchaser becomes a member and is designated an “Owner Beneficiary” of the Bluegreen Vacation Club.

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

Traditionally, timeshare operators have funded 100% of the investment necessary to acquire land and construct timeshare properties.

We source VOIs through developed properties and fee-for-service and just-in-time agreements with

third-party developers and have focused our inventory strategy on developing an optimal inventory mix.

We source VOIs through developed properties and fee-for-service and just-in-time agreements with third-party developers and have focused our inventory strategy on developing an optimal inventory mix.

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

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

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

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

The estimated contract sales value related to our inventory that is currently available for sale or will be made available for sale in the future at planned projects is $14.7 billion at current pricing.

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

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

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

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

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

Our marketing and sales activities are based on targeted direct marketing and a highly personalized sales approach.

We use targeted direct marketing to reach potential members who are identified as having the financial ability to pay for our products, are frequent leisure travelers, and have an affinity with our brands.

With the Bluegreen Acquisition, our marketing and sales activities also include marketing relationships with nationally-recognized consumer brands such as Bass Pro, a fishing, marine, hunting, camping and sports gear retailer, and Choice Hotels.

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

This agreement became effective on the Bluegreen Acquisition Date.

As of December 31, 2024, HGV had sales and marketing operations at a total of 133 Bass Pro Shops and Cabela’s Stores, including 9 virtual kiosks.

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

We also assumed an exclusive strategic relationship with Choice Hotels that involves several areas of its business, including a sales and marketing alliance that enables us to leverage Choice Hotels’ brands, customer relationships and marketing channels to sell vacation packages.

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

For the years ended December 31, 2024, 2023 and 2022, 72%, 70% and 71% of our contract sales were to our existing owners, respectively.

For the years ended December 31, 2025, 2024 and 2023, 74%, 72% and 70% of our contract sales were to our existing owners.

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

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

Financing propensity was 67% and 63% for the years ended December 31, 2024, and 2023, respectively.

Financing propensity was 67% for both of the years ended December 31, 2025, and 2024.

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

The interest rate on our loans is determined by, among other factors, the amount of the down payment, the borrower’s credit profile and the loan term.

The weighted-average FICO score for loans to U.S.

The weighted-average FICO scores for loans to U.S.

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

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

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

Our services include day-to-day operations of the resorts, maintenance of the resorts, preparation of books and financial records including reports, budgets and projections,

arranging for annual audits and maintenance fee billing and collections and employment training and personnel oversight.

Our HOA management agreements provide for a cost-plus management fee, which means we generally earn a fee equal to 10% to 15% of the costs to operate the applicable resort.

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• Sales of VOIs, net represents revenue recognized from the sale of owned VOIs, net of amounts considered uncollectible and sales incentives.

• Sales, marketing, brand and other fees represents sales commissions, brand fees and other fees earned on the sales of VOIs through fee-for-service agreements with third-party developers.

• Fee-for-service commissions, package sales and other fees represents sales commissions, brand fees and other fees earned on the sales of VOIs through fee-for-service agreements with third-party developers.

All sales commissions and brand fees are based on the total sales price of the VOIs.

Also included in Sales, marketing, brand and other fees are revenues from marketing and incentive programs, except for redemption of prepaid vacation packages and Club bonus points for stays at HGV properties, which are included in Rental and ancillary services .

Also included in Fee-for-service commissions, package sales and other fees are revenues from marketing and incentive programs, except for redemption of vacation packages and bonus points for stays at HGV properties, which are included in Rental and ancillary services .

During the first quarter of 2025, we renamed the line item "Sales, marketing, brand and other fees" as previously shown on the consolidated statements of income, and used elsewhere within our filing, to "Fee-for-service commissions, package sales and other fees" to better align with the underlying activity.

This change did not result in any reclassification of revenues and had no impact on our consolidated results for any of the periods presented.

• Financing represents revenue from the financing of sales of our owned intervals, which includes interest income and fees from servicing loans.

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• Resort and club management represents revenues from Club activation fees, annual dues and transaction fees from member exchanges.

Resort and club management also includes recurring management fees under our agreements with HOAs for day-to-day-management services, including housekeeping services,

maintenance, and certain accounting and administrative services for HOAs, generally based on a percentage of costs to operate the resorts.

• Rental and ancillary services represents revenues from transient rentals of unoccupied vacation ownership units and revenues recognized from the utilization of Club points and vacation packages when points and packages are redeemed for rental stays at one of our resorts.

Resort and club management also includes recurring management fees under our agreements with HOAs for day-to-day-management services, including housekeeping services, maintenance, and certain accounting and administrative services for HOAs, generally based on a percentage of costs to operate the resorts.

• Rental and ancillary services represents revenues from transient rentals of unoccupied vacation ownership units and revenues recognized from the utilization of bonus points and vacation packages when points and packages are redeemed for rental stays at one of our resorts.

We also earn fees from the rental of inventory owned by third parties.

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• Cost reimbursements include costs that HOAs and developers reimburse to us.

These costs primarily consist of payroll and payroll-related costs for management of the HOAs and other services we provide where we are the employer and insurance.

These costs primarily consist of payroll and payroll-related costs for management of the HOAs and other services we provide where we are the employer and insurer.

The corresponding expenses are presented as Cost reimbursements expense in our consolidated statements of income resulting in no effect on net income.

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The success and sustainability of our capital-efficient business model depends on our ability to maintain good relationships with third-party developers.

Our relationships with these third parties also generate new relationships with developers and opportunities for property development that can support our growth.

Our relationships with these third parties also generate new relationships with developers and

opportunities for property development that can support our growth.

We believe that we have strong relationships with our third-party developers, and we are committed to the continued growth and development of these relationships.

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We generate interest income from consumer loans we originate and declines in interest rates may cause us to lower our interest rates on our originated loans, which would adversely affect our income generated on future loans.

Conversely, if interest rates increase significantly, it would increase

the cost of purchasing VOIs for any purchaser who is financing their acquisition and may deter potential purchasers from buying a VOI, which could result in sales declines.

Conversely, if interest rates increase significantly, it would increase the cost of purchasing VOIs for any purchaser who is financing their acquisition and may deter potential purchasers from buying a VOI, which could result in sales declines.

• Competition.

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In addition, we compete based on brand name recognition and reputation.

Our primary branded competitors in the timeshare space include Marriott Vacations Worldwide, Travel + Leisure Co., Disney Vacation Club, Holiday Inn Club Vacations, Westgate Resorts, and Bluegreen Vacations, which we acquired on January 17, 2024.

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

Principal Components of Expenses

• Cost of VOI sales represents the costs attributable to the sales of owned VOIs recognized, as well as charges incurred related to granting credit to customers for their existing ownership when upgrading into fee-for-service projects.

• Cost of VOI sales represents the costs attributable to the sales of owned VOIs recognized.

• Sales and marketing represents costs incurred to sell and market VOIs, including costs incurred relating to marketing and incentive programs, costs for tours, rental expense and wages and sales commissions.

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• General and administrative consists primarily of compensation expense for our corporate staff and personnel supporting our business segments, professional fees (including consulting, audit and legal fees), administrative and related expenses.

• Depreciation and amortization are non-cash expenses that primarily consist of depreciation of fixed assets such as buildings and leasehold improvements and furniture and equipment at our sales centers, corporate offices, and assets purchased for future conversion to inventory, as well as amortization of our trade names, management agreement contracts, club member relationship intangibles and capitalized software.

• License fee expense represents primarily the royalty fee paid to Hilton under a license agreement for the exclusive right to use the Hilton Grand Vacations mark, which is generally based on a percentage of gross sales volume of certain revenue streams.

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• Cost reimbursements include costs that HOAs and developers reimburse to us.

These costs primarily consist of payroll and payroll-related costs for management of the HOAs and other services we provide where we are the employer and insurance.

These costs primarily consist of payroll and payroll-related costs for management of the HOAs and other services we provide where we are the employer and insurer.

The corresponding revenues are presented as Cost reimbursements revenue in our consolidated statements of income resulting in no effect on net income.

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In addition, the registration of inventory for sale requires time and cost, and in many jurisdictions the exact date of registration approval cannot be predicted accurately.

As we encourage owners to upgrade into other products, we incur expenses when owners upgrade from an interval in a project we developed into fee-for-service projects, on which we earn fees.

In periods where more upgrades are occurring and we are not generating increased sales volume on unsold supply, we could see an adverse effect on our cash flows, margins and profits.

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• Interest rates .

Increases in interest rates would increase the consumer financing interest expense we pay on the Timeshare Facility and could adversely affect our financing operations in future securitization or other debt transactions, affecting net cash flow, margins and profits.

Increases in interest rates would increase the consumer financing interest expense we pay on the Timeshare Facility and securitized debt and could adversely affect our financing operations in future securitization or other debt transactions, affecting net cash flow, margins and profits.

Key Business and Financial Metrics

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We measure our performance using the following key operating metrics:

• Contract sales represents the total amount of VOI products (fee-for-service, just-in-time, developed, and points-based) under purchase agreements signed during the period where we have received a down payment of at least 10% of the contract price.

• Contract sales represent the total amount of VOI products (fee-for-service, just-in-time, developed, and points-based) under purchase agreements signed during the period where we have received a down payment of at least 10% of the contract price.

Contract sales differ from revenues from the Sales of VOIs, net that we report in our consolidated statements of income due to the requirements for revenue recognition, as well as adjustments for incentives.

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GAAP, we believe contract sales to be an important operational metric, reflective of the overall volume and pace of sales in our business and believe it provides meaningful comparability of our results to the results of our competitors which may source their VOI products differently.

We believe that the presentation of contract sales on a combined basis (fee-for-service, just-in-time, developed and points-based) is most appropriate for the purpose of the operating metric, additional information regarding the split of contract sales, is included in “—Real Estate” below.

Summary of Significant Accounting Policies in our consolidated financial statements included in Item 8 in this Annual Report on form 10-K, for additional information on Sales of VOIs, net.

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Adjusted EBITDA, presented herein, is calculated as EBITDA, as previously defined, further adjusted to exclude certain items, including, but not limited to, gains, losses and expenses in connection with:

(i) other gains, including asset dispositions and foreign currency transactions;

(i) other gains and losses, including asset dispositions and foreign currency transactions;

(ii) debt restructurings/retirements;

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(iv) share-based and other compensation expenses;

and (v) other items, including but not limited to costs associated with

acquisitions, restructuring, amortization of premiums and discounts resulting from purchase accounting, and other non-cash and one-time charges.

Adjusted EBITDA Attributable to Stockholders is Adjusted EBITDA excluding amounts attributable to the noncontrolling interest in Bluegreen/Big Cedar Vacations LLC, a joint venture in which HGV is deemed to hold a controlling financial interest based on its 51% equity interest (“Big Cedar”), its active role as the day-to-day manager of its activities, and majority voting control of its management committee.

and (v) other items, including but not limited to costs associated with acquisitions, restructuring, amortization of premiums and discounts resulting from purchase accounting, and other non-cash and one-time charges.

Adjusted EBITDA Attributable to Stockholders is Adjusted EBITDA excluding amounts attributable to the noncontrolling interest in Bluegreen/Big Cedar Vacations LLC (“Big Cedar”), a joint venture in which HGV is deemed to hold a controlling financial interest based on its 51% equity interest, its active role as the day-to-day manager of its activities, and majority voting control of its management committee.

EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders are not recognized terms under U.S.

GAAP and should not be considered as alternatives to net income or other measures of financial performance or liquidity derived in accordance with U.S.

In addition, our definitions of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

In addition, our definitions of EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders may not be comparable to similarly titled measures of other companies.

We believe that EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders provide useful information to investors about us and our financial condition and results of operations for the following reasons:

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• EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders may be calculated differently from other companies in our industry limiting their usefulness as comparative measures.

Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as discretionary cash available to us to reinvest in the growth of our business or as measures of cash that will be available to us to meet our obligations.

See below under “Segment Results” for reconciliation of our EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders to net income attributable to stockholders and net income, our most comparable U.S.

GAAP financial measure.

Because of these limitations, EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders should not be considered as discretionary cash available to us to reinvest in the growth of our business or as measures of cash that will be available to us to meet our obligations.

See below under “Reconciliation of Non-GAAP Measures to GAAP Measures” for reconciliation of our EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders to net income attributable to stockholders and net income, our most comparable U.S.

GAAP financial measures.

Non-GAAP Measures within Our Segments

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These non-GAAP measures are used by our management team to evaluate the operating performance of each of our key activities, and to make day-to-day operating decisions.

We believe these additional measures are also important in helping investors understand the performance and efficiency with which we are able to convert revenues for each of these primary activities into operating profit, both in dollars and as margins, and are frequently used by securities analysts, investors and other

interested parties as one of common performance measures to compare results or estimate valuations across companies in our industry.

Specifically—

• Sales revenue represents sales of VOIs, net, and Fee-for-service commissions and brand fees earned from the sale of fee-for-service VOIs.

Fee-for-service commissions and brand fees represents sales, marketing, brand and other fees, which corresponds to the applicable line item from our consolidated statements of income, adjusted by marketing revenue and other fees earned primarily from discounted marketing related packages which encompass a sales tour to prospective owners.

Fee-for-service commissions and brand fees represents Fee-for-service commissions, package sales and other fees, which corresponds to the applicable line item from our consolidated statements of income, adjusted by marketing revenue and other fees earned primarily from discounted marketing related packages which encompass a sales tour to prospective owners.

Real estate expense represents Costs of VOI sales and Sales and marketing expense, net .

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

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

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

GAAP financial measures.

Results of Operations

Year Ended December 31, 2024 Compared with Year Ended December 31, 2023

The following discussion and analysis of our financial condition and results of operations is for the year ended December 31, 2024 compared with the year ended December 31, 2023.

Discussions of our financial condition and results of operations for the year ended December 31, 2023 compared to December 31, 2022 that have been omitted under this item can be found in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2023 , which was filed with the Securities and Exchange Commission on February 29, 2024.

Segment Results

The following tables present our revenues by segment for the year ended December 31, 2024, compared to the years ended December 31, 2023, and 2022.

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

Year Ended December 31, 2024 vs 2023

($ in millions) 2024 2023 2022 $ %

Real estate sales and financing $ 3,010 $ 2,357 $ 2,378 $ 653 27.7

Resort operations and club management 1,528 1,291 1,197 237 18.4

Total segment revenues 4,538 3,648 3,575 890 24.4

Cost reimbursements 516 386 297 130 33.7

Intersegment eliminations (1)

(73) (56) (37) (17) 30.4

Total revenues $ 4,981 $ 3,978 $ 3,835 $ 1,003 25.2

(1) See Note 22:

Business Segments in our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for details on the intersegment eliminations.

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

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

Year Ended December 31, 2024 vs 2023 (1)

($ in millions) 2024 2023 2022 $ %

Net income attributable to stockholders $ 47 $ 313 $ 352 $ (266) (85.0)

Net income attributable to noncontrolling interest

13 — — 13 100%

60 313 352 (253) (80.8)

Interest expense 329 178 142 151 84.8

Income tax expense

76 136 129 (60) (44.1)

Depreciation and amortization 268 213 244 55 25.8

Interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates 2 2 2 — —

EBITDA 735 842 869 (107) (12.7)

Other loss (gain), net

11 (2) 1 13 NM

Share-based compensation expense 47 40 46 7 17.5

Impairment expense 2 3 17 (1) (33.3)

Acquisition and integration-related expense 237 68 67 169 NM

Other adjustment items (2)

62 54 65 8 14.8

Adjusted EBITDA 1,094 1,005 1,065 89 8.9

Adjusted EBITDA attributable to noncontrolling interest 16 — — 16 100%

Adjusted EBITDA attributable to stockholders $ 1,078 $ 1,005 $ 1,065 $ 73 100%

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

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

We evaluate our business segment operating performance using segment Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders, as described in Note 22:

Business Segments in our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.

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

Year Ended December 31, 2024 vs 2023

($ in millions) 2024 2023 2022 $ %

Adjusted EBITDA:

Real estate sales and financing (1)

$ 802 $ 754 $ 865 $ 48 6.4

Resort operations and club management (1)

604 504 463 100 19.8

Adjusted EBITDA from unconsolidated affiliates 20 14 15 6 42.9

License fee expense (171) (138) (124) (33) 23.9

General and administrative (2)

(161) (129) (154) (32) 24.8

Adjusted EBITDA 1,094 1,005 1,065 89 8.9

Adjusted EBITDA attributable to noncontrolling interest

16 — — 16 100%

Adjusted EBITDA attributable to stockholders $ 1,078 $ 1,005 $ 1,065 $ 73 100%

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

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

Real estate sales and financing Adjusted EBITDA increased by $48 million compared to the same period in 2023.

For the same period, Real estate sales and financing Adjusted EBITDA decreased $131 million excluding the $179 million impact related to the Bluegreen Acquisition, primarily due to decreases in Sales, marketing, brand and other fees revenue and overall real estate expenses partially offset by an increase in financing profit.

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

Resort operations and club management segment Adjusted EBITDA increased $100 million for the year ended December 31, 2024 compared to the same period in 2023.

For the same period, Resort operations and club management segment Adjusted EBITDA increased by $20 million, excluding the $80 million impact related to the Bluegreen Acquisition, primarily due to increases in resort management revenue and rental revenue partially offset by an increase in rental expense.

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

Reconciliation of Non-GAAP Profit Measures to GAAP Measure

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

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

Real Estate Sales Operating Metrics

Year Ended December 31, 2025 vs 2024 (1)

($ in millions) 2024 2023 2022 $ %

Net income attributable to stockholders $ 47 $ 313 $ 352 $ (266) (85.0)

Net income attributable to noncontrolling interest

13 — — 13 100%

60 313 352 (253) (85.0)

Interest expense 329 178 142 151 84.8

Income tax expense

($ in millions, except Tour flow and VPG) 2025 2024 2023 $ %

Contract sales $ 3,314 $ 3,002 $ 2,310 $ 312 10.4

Fee-for-service sales (2)

(547) (540) (644) (7) 1.3

Depreciation and amortization 268 213 244 55 25.8

Interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates 2 2 2 — —

EBITDA 735 842 869 (107) (12.7)

Other loss (gain), net

Provision for financing receivables losses (422) (363) (171) (59) 16.3

Reportability and other:

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

(368) (52) (35) (316) NM

Equity in earnings from unconsolidated affiliates (2)

(20) (14) (15) (6) 42.9

Impairment expense 2 3 17 (1) (33.3)

License fee expense 171 138 124 33 23.9

Acquisition and integration-related expense 237 68 67 169 NM

General and administrative 199 194 212 5 2.6

Fee-for-service sale upgrades, net — — 19 — —

(165) (138) (63) (27) 19.6

Real estate profit 539 575 691 (36) (6.3)

Financing profit 276 208 164 68 32.7

Resort and club management profit 511 392 373 119 30.4

Rental and ancillary services profit 9 54 47 (45) (83.3)

Profit $ 1,335 $ 1,229 $ 1,275 $ 106 8.6

Sales of VOIs, net $ 1,812 $ 1,909 $ 1,416 $ (97) (5.1)

Tour flow 856,676 835,181 608,367 21,495

VPG $ 3,851 $ 3,572 $ 3,760 $ 279

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

(2) Excludes impact of interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates of $2 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Reconciliation of Non-GAAP Real Estate Measures to GAAP Measures

The following table reconciles our Sales, marketing, brand and other fees revenue, our most comparable U.S.

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

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

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

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

Year Ended December 31, 2024 vs 2023

($ in millions) 2024 2023 2022 $ %

Sales, marketing, brand and other fees $ 637 $ 634 $ 620 $ 3 0.5

Marketing revenue and other fees (1)

(309) (241) (208) (68) 28.2

Fee-for-service commissions and brand fees $ 328 $ 393 $ 412 $ (65) (16.5)

Sales and marketing expense $ 1,768 $ 1,281 $ 1,146 $ 487 38.0

Marketing revenue and other fees (1)

(309) (241) (208) (68) 28.2

Sales and marketing expense, net $ 1,459 $ 1,040 $ 938 $ 419 40.3

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

Real Estate Sales and Financing Segment

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

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

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

Contract sales increased $312 million for the year ended December 31, 2025, compared to the same period in 2024 primarily due to increases in both VPG of 7.8% and tour flow of 2.6%.

Net Construction Deferral Activity

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

19 unchanged sentences

$ (202) $ (27) $ (21) $ (175)

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

Results of Operations

Year Ended December 31, 2025 Compared with Year Ended December 31, 2024

Segment Results

The following tables present our revenues by segment for the year ended December 31, 2025, compared to the years ended December 31, 2024, and 2023.

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

Year Ended December 31, 2025 vs 2024

($ in millions, except Tour flow and VPG) 2024 2023 2022 $ %

Contract sales $ 3,002 $ 2,310 $ 2,381 $ 692 30.0

Fee-for-service sales (2)

(540) (644) (693) 104 (16.1)

Provision for financing receivables losses (363) (171) (142) (192) NM

Reportability and other:

Net recognition (deferral) of sales of VOIs under construction (3)

($ in millions) 2025 2024 2023 $ %

Real estate sales and financing $ 2,989 $ 3,010 $ 2,357 $ (21) (0.7)

Resort operations and club management 1,625 1,528 1,291 97 6.3

Total segment revenues 4,614 4,538 3,648 76 1.7

Cost reimbursements 534 516 386 18 3.5

Intersegment eliminations (1)

(101) (73) (56) (28) 38.4

Fee-for-service sale upgrades, net — 19 18 (19) (100.0)

(138) (63) (104) (75) NM

Sales of VOIs, net $ 1,909 $ 1,416 $ 1,491 $ 493 34.8

Tour flow 835,181 608,367 517,117 226,814

VPG $ 3,572 $ 3,760 $ 4,432 $ (188)

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

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

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

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

Contract sales increased $692 million for the year ended December 31, 2024, compared to the same period in 2023.

Excluding the impact of $727 million related to the Bluegreen Acquisition, contract sales decreased $35 million, primarily due to decreases in both VPG and tour flow.

Total revenues $ 5,047 $ 4,981 $ 3,978 $ 66 1.3

(1) See Note 22:

Business Segments in our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for details on the intersegment eliminations.

Real Estate Sales and Financing Segment

Year Ended December 31, 2025 vs 2024

9 unchanged sentences

21.2 % 24.1 % 31.8 %

(1) Excluding the marketing revenue and other fees adjustment, Real estate profit margin was 21.2%, 28.0% and 32.7% for the years ended December 31, 2024, 2023 and 2022, respectively.

Real estate profit decreased by $36 million for the year ended December 31, 2024, compared to the same period in 2023.

Real estate profit decreased $128 million excluding the impact of $92 million related to the Bluegreen Acquisition, primarily due to a decrease in fee-for-service commissions and brand fees revenue and an increase in sales and marketing expense, net, partially offset by a decrease in Cost of VOI Sales, net.

Sales revenue increased $428 million for the year ended December 31, 2024, compared to the same period in 2023.

Sales revenue decreased by $116 million excluding the impact of $544 million related to the Bluegreen Acquisition, primarily due to a decrease in Fee-for-service commissions and brand fees revenues, partially offset by an increase in Sales of VOI, net.

Additionally, Real estate expense increased by $464 million for the year ended December 31, 2024, compared to the same period in 2023.

Real estate expense increased by $12 million excluding the impact of $452 million related to the Bluegreen Acquisition, primarily due to increases in sales and marketing expense, net, partially offset by a decrease in Cost of VOI Sales.

(1) Excluding the marketing revenue and other fees adjustment, Real estate profit margin was 18.3%, 21.2% and 28.0% for the years ended December 31, 2025, 2024 and 2023.

Sales revenue decreased $97 million for the year ended December 31, 2025, compared to the same period in 2024, primarily due to net construction deferral activity of $368 million in 2025 compared to a net construction deferral activity of $52 million in 2024, and increases in the provision for receivable losses of $59 million and sales incentives of $51 million, partially offset by an increase in contract sales excluding fee-for-service of $305 million and a decrease in the sales rescission of $24 million.

Real estate expense decreased $11 million for the year ended December 31, 2025, compared to the same period in 2024, primarily due to net construction deferral activity of $166 million in 2025 compared to net construction deferral activity of $25 million in 2024, partially offset increases in selling expenses of $85 million and costs of contract sales excluding fee-for-service of $27 million.

Year Ended December 31, 2025 vs 2024

3 unchanged sentences

Premium amortization of acquired timeshare financing receivables

(43) (14) (33) (29) NM

(27) (43) (14) 16 (37.2)

Financing revenue 513 464 307 49 10.6

2 unchanged sentences

Amortization of acquired non-recourse debt discounts and premiums, net

6 7 (2) (1) (14.3)

Financing expense 215 188 99 27 14.4

1 unchanged sentence

Financing profit margin 58.1 % 59.5 % 67.8 %

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

Financing profit increased by $68 million for the year ended December 31, 2024, compared to the same period in 2023.

Excluding the $53 million impact of the Bluegreen Acquisition, Financing Profit increased $15 million, primarily due to higher interest income revenues partially offset by increased financing expenses.

Financing revenue increased by $157 million for the year ended December 31, 2024, compared to the same period in 2023.

For the same period, Financing revenue increased $53 million, excluding the $104 million impact related to the Bluegreen Acquisition, primarily due to an increase in the weighted average interest rate and carrying balance of the timeshare financing receivables portfolio.

Financing expense increased by $89 million for the year ended December 31, 2024, compared to the same period in 2023.

For the same period, Financing expense increased $38 million, excluding the $51 million impact related to the Bluegreen Acquisition, primarily due to an increase in the balance and weighted average interest rate on our non-recourse debt.

Financing revenue increased by $49 million for the year ended December 31, 2025, compared to the same period in 2024 primarily due to an increase in the average outstanding balance of the timeshare financing receivables portfolio and a decrease in the premium amortization of acquired timeshare financing receivables of $16 million.

Financing expense increased by $27 million for the year ended December 31, 2025, compared to the same period in 2024 primarily due to increases in consumer financing interest expense of $18 million and provision for financing receivable losses of the acquired portfolios of $6 million.

The increase in consumer financing interest expense was due to an increase in the average non-recourse debt balance.

Resort Operations and Club Management Segment

10 unchanged sentences

Resort and club management profit margin 70.8 % 70.8 % 68.9 %

Resort and club management profit increased by $119 million for the year ended December 31, 2024, compared to the same period in 2023.

Excluding the $97 million impact related to the Bluegreen Acquisition, Resort and club management profit increased by $22 million, largely driven by higher management and license fees revenues partially offset by resort management expense to support the higher revenues.

Resort and club management revenues increased $153 million for the year ended December 31, 2024, compared to the same period in 2023.

Excluding the $113 million impact related to the Bluegreen Acquisition, Resort and club management revenues increased by $40 million, primarily due to higher management and license fees.

Resort and club management expenses increased $34 million for the year ended December 31, 2024, compared to the same period in 2023.

Excluding the $16 million impact related to the Bluegreen Acquisition, Resort and club

management expenses increased by $18 million, primarily due to personnel related costs incurred to manage the properties, in line with the increases in revenues.

Resort and club management revenues increased $56 million for the year ended December 31, 2025, compared to the same period in 2024 primarily due to increases in management fee revenue of $19 million, club annual dues revenue of $10 million and license fee revenue of $10 million.

Resort and club management expenses increased $16 million for the year ended December 31, 2025, compared to the same period in 2024 primarily due to property management expenses.

Rental and Ancillary Services

8 unchanged sentences

Rental and ancillary services profit

$ 9 $ 54 $ 47 $ (45) (83.3)

$ (39) $ 9 $ 54 $ (48) NM

Rental and ancillary services profit margin (5.2) % 1.2 % 8.1 %

Rental and ancillary services profit decreased by $45 million for the year ended December 31, 2024, compared to the same period in 2023.

Rental and ancillary services profit decreased by $28 million, excluding the $17 million unfavorable impact related to the Bluegreen Acquisition, primarily due to increases in rental expenses, partially offset by increases in rental revenue.

Rental and ancillary services revenue increased $67 million for the year ended December 31, 2024, compared to the same period in 2023.

For the same period, Rental and ancillary services revenue increased by $23 million, excluding the $44 million impact related to the Bluegreen Acquisition, primarily due to an increase in occupied room nights and higher daily rates.

Rental and ancillary services expenses increased $112 million for the year ended December 31, 2024, compared to the same period in 2023.

For the same periods, Rental and ancillary services expenses increased $51 million, excluding the $61 million impact related to the Bluegreen Acquisition, primarily due to an increase in development and maintenance fees.

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

Rental and ancillary services revenue increased $13 million for the year ended December 31, 2025, compared to the same period in 2024 primarily driven by higher transient revenue as a result of increased occupied room nights.

Rental and ancillary services expenses increased $61 million for the year ended December 31, 2025, compared to the same period in 2024 primarily due to increases in maintenance fees on unsold inventory and other rental expenses.

Other Operating Expenses

5 unchanged sentences

Impairment expense 3 2 3 1 50.0

General and administrative expenses increased by $5 million for the year ended December 31, 2024, compared to the same period in 2023.

Excluding $37 million related to the impact of the Bluegreen Acquisition, General and administrative expenses decreased by $32 million when comparing to the same periods in 2023, primarily due to interest expense for a legal matter that was settled in early 2024.

Depreciation and amortization increased by $55 million for the year ended December 31, 2024, compared to the same period in 2023.

The increases were due to certain assets acquired in connection with the Bluegreen Acquisition.

License fee expense increased by $33 million for the year ended December 31, 2024, compared to the same period in 2023.

The increase was primarily due to amendments to our License Agreement as a result of the Bluegreen Acquisition.

General and administrative expenses increased by $16 million for the year ended December 31, 2025, compared to the same period in 2024 primarily due to employee-related costs.

License fee expense increased by $43 million for the year ended December 31, 2025, compared to the same period in 2024, primarily due to licensing fees paid to Hilton.

Acquisition and Integration-Related Expense

1 unchanged sentence

($ in millions) 2025 2024 2023 $ %

Acquisition and integration-related expense $ 237 $ 68 $ 67 $ 169 NM

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

Acquisition and integration-related expense $ 98 $ 237 $ 68 $ (139) (58.6)

Acquisition and integration-related costs include direct expenses related to our recent acquisitions including integration costs, legal and other professional fees.

Integration costs include technology-related costs, fees paid to

management consultants, rebranding fees and employee-related costs such as severance and retention.

For the year ended December 31, 2024, acquisition and integration-related costs increased by $169 million compared to the same period in 2023.

The increases were primarily driven by costs associated with the Bluegreen Acquisition.

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

For the year ended December 31, 2025, acquisition and integration-related costs decreased by $139 million compared to the same period in 2024.

The decrease was primarily due to acquiring Bluegreen in 2024.

Non-Operating Expenses

3 unchanged sentences

Equity in earnings from unconsolidated affiliates (19) (18) (12) (1) 5.6

Other loss (gain), net

Other (gain) loss, net

(7) 11 (2) (18) NM

1 unchanged sentence

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

The change in non-operating expenses for the year ended December 31, 2024 compared to the same period in 2023, was primarily due to a $151 million increase in interest expense, partially offset by a $60 million decrease in income tax expense.

The increase in interest expense was primarily due to an increase in the debt balance outstanding used to fund the Bluegreen acquisition compared to the same period in 2023.

The decrease in income tax expense was primarily driven by an overall change in earnings compared to the same period in 2023.

The changes in non-operating expenses for the year ended December 31, 2025 compared to the same period in 2024, were primarily due to interest expense and other (gain) loss, net.

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

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

Net income attributable to noncontrolling interest

Year Ended December 31, 2025 vs 2024

($ in millions) 2025 2024 2023 $ %

Net income attributable to noncontrolling interest

$ 18 $ 13 $ — $ 5 38.5

We include in our consolidated financial statements the results of operations and financial condition of Big Cedar, the joint venture with Bluegreen/Big Cedar Vacations, LLC in which HGV holds 51% equity interest.

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

Net income attributable to the noncontrolling interest in Big Cedar was $13 million for the year ended December 31, 2024.

Reconciliation of Non-GAAP Measures to GAAP Measures

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

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

Year Ended December 31, 2025 vs 2024 (1)

($ in millions) 2025 2024 2023 $ %

Net income attributable to stockholders $ 81 $ 47 $ 313 $ 34 72.3

Net income attributable to noncontrolling interest

18 13 — 5 38.5

99 60 313 39 65.0

Interest expense 311 329 178 (18) (5.5)

Income tax expense

76 76 136 — —

Depreciation and amortization 273 268 213 5 1.9

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

EBITDA 760 735 842 25 3.4

Other (gain) loss, net

(7) 11 (2) (18) NM

Share-based compensation expense 64 47 40 17 36.2

Impairment expense 3 2 3 1 50.0

Acquisition and integration-related expense 98 237 68 (139) (58.6)

Other adjustment items (2)

51 62 54 (11) (17.7)

Adjusted EBITDA 969 1,094 1,005 (125) (11.4)

Adjusted EBITDA attributable to noncontrolling interest 19 16 — 3 18.8

Adjusted EBITDA attributable to stockholders $ 950 $ 1,078 $ 1,005 $ (128) —

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

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

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

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

Year Ended December 31, 2025 vs 2024 (1)

($ in millions) 2025 2024 2023 $ %

Net income attributable to stockholders $ 81 $ 47 $ 313 $ 34 72.3

Net income attributable to noncontrolling interest

18 13 — 5 38.5

99 60 313 39 65.0

Interest expense 311 329 178 (18) (5.5)

Income tax expense

76 76 136 — —

Depreciation and amortization 273 268 213 5 1.9

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

EBITDA 760 735 842 25 3.4

Other (gain) loss, net

(7) 11 (2) (18) NM

Equity in earnings from unconsolidated affiliates (2)

(20) (20) (14) — —

Impairment expense 3 2 3 1 50.0

License fee expense 214 171 138 43 25.1

Acquisition and integration-related expense 98 237 68 (139) (58.6)

General and administrative 215 199 194 16 8.0

$ 1,263 $ 1,335 $ 1,229 $ (72) (5.4)

Real estate profit 453 539 575 (86) (16.0)

Financing profit 298 276 208 22 8.0

Resort and club management profit 551 511 392 40 7.8

Rental and ancillary services profit (39) 9 54 (48) (533.3)

Profit $ 1,263 $ 1,335 $ 1,229 $ (72) (5.4)

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

(2) Excludes impact of interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates of $1 million for the year ended December 31, 2025, and $2 million for each of the years ended December 31, 2024 and 2023.

We evaluate our business segment operating performance using segment Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders, as described in Note 22:

Business Segments in our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.

Year Ended December 31, 2025 vs 2024

($ in millions) 2025 2024 2023 $ %

Adjusted EBITDA:

Real estate sales and financing (1)

$ 707 $ 802 $ 754 $ (95) (11.8)

Resort operations and club management (1)

620 604 504 16 2.6

Adjusted EBITDA from unconsolidated affiliates 20 20 14 — —

License fee expense (214) (171) (138) (43) 25.1

General and administrative (2)

(164) (161) (129) (3) 1.9

Adjusted EBITDA 969 1,094 1,005 (125) (11.4)

Adjusted EBITDA attributable to noncontrolling interest

19 16 — 3 18.8

Adjusted EBITDA attributable to stockholders $ 950 $ 1,078 $ 1,005 $ (128) —

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

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

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

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

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

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

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

Year Ended December 31, 2025 vs 2024

($ in millions) 2025 2024 2023 $ %

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

$ 664 $ 637 $ 634 $ 27 4.2

Package sales and other fees (1)

(336) (309) (241) (27) 8.7

Fee-for-service commissions and brand fees $ 328 $ 328 $ 393 $ — —

Sales and marketing expense $ 1,871 $ 1,768 $ 1,281 $ 103 5.8

Package sales and other fees (1)

(336) (309) (241) (27) 8.7

Sales and marketing expense, net $ 1,535 $ 1,459 $ 1,040 $ 76 5.2

Liquidity and Capital Resources

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

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

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

Our primary source of funding to satisfy these requirements is derived from sales and financing of vacation ownership intervals, management of our resorts and Clubs, and rentals of available inventory.

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

Our primary source of funding to satisfy these requirements is derived from sales and financing of vacation ownership intervals,

management of our resorts and Clubs, and rentals of available inventory.

Business for more information on our reportable segments and sources of revenue.

3 unchanged sentences

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

• During the year ended December 31, 2024, we repurchased 10 million shares for $432 million under our share repurchase programs.

• During the year ended December 31, 2025, we repurchased 15 million shares for $600 million, excluding the excise tax, under our share repurchase programs.

Earnings Per Share for additional information.

• On January 10, 2024, we completed an offering for $900 million of senior secured notes due 2032 (“Senior Notes due 2032”).

Debt and Non-Recourse Debt for additional information.

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

Acquisitions for additional information.

• On January 17, 2024, we entered into Amendment No.

4 (the “Amendment”) to the Credit Agreement and incurred $900 million of new term loans that will mature on January 17, 2031.

Debt and Non-Recourse Debt for additional information.

• In April 2024, we completed a securitization of approximately $240 million of gross timeshare financing receivables.

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

Debt and Non-Recourse Debt for additional information.

• In May 2024, we completed a securitization of approximately $375 million of gross timeshare financing receivables.

• In June 2025, we completed a securitization of $300 million of gross timeshare financing receivables.

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

Debt and Non-Recourse Debt for additional information.

• On October 8, 2024, we entered into a new $400 million senior secured term loan ("Term Loan A") due January 2028.

The proceeds were used to partially pre-pay the Term Loan B due 2028.

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

The proceeds were primarily used for general corporate purposes.

Debt and Non-Recourse Debt for additional information.

• In November 2024, we completed a securitization of approximately $500 million of gross timeshare financing receivables.

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

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

Debt and Non-Recourse Debt for additional information.

• On November 15, 2024, we amended our Timeshare Facility agreement which included terms to increase the capacity to $850 million.

Debt & Non-recourse Debt for more information.

• As of December 31, 2024, we had fully paid down the $171 million in junior subordinated debentures outstanding.

Debt & Non-recourse Debt for more information.

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

The proceeds were used to pay down debt and for other general corporate purposes.

Debt and Non-Recourse Debt for additional information.

• As of December 31, 2025, we have $809 million remaining borrowing capacity under the revolver credit facility.

• As of December 31, 2025, we have an aggregate of $235 million remaining borrowing capacity under our Timeshare Facility.

As of December 31, 2024, we had $1.2 billion of notes that were current on payments but not securitized.

Of that figure, approximately $749 million could be monetized through either warehouse borrowing or securitization while another $291 million of mortgage notes we anticipate being eligible following certain customary milestones such as first payment, deeding and recording.

The Grand Islander and Bluegreen Timeshare Facilities were terminated in the first quarter of 2024.

We believe that these actions, together with drawing on available borrowings under our revolver and preserving our capacity under our Timeshare Facility as described above, will provide adequate capital to meet our short- and long-term liquidity requirements for operating expenses and other expenditures, including payroll and related benefits, legal costs, additional costs related to complying with various regulatory requirements and to finance our long-term growth plan and capital expenditures for the foreseeable future.

As of December 31, 2025, we had $943 million of notes that were current on payments but not securitized.

Of that figure, $374 million could be monetized through either warehouse borrowing or securitization while another $388 million of mortgage notes we anticipate being eligible following certain customary milestones such as first payment, deeding and recording.

We believe that these actions, together with drawing on available borrowings under our revolver credit facility and preserving our capacity under our Timeshare Facility as described above, will provide adequate capital to meet our short- and long-term liquidity requirements for operating expenses and other expenditures, including payroll and related benefits, legal costs, additional costs related to complying with various regulatory requirements and to finance our long-term growth plan and capital expenditures for the foreseeable future.

We believe that our capital allocation strategy provides adequate funding for our operations, is flexible enough to fund our development pipeline, securitizes the optimal level of receivables, and provides the ability to be strategically opportunistic in the marketplace.

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

As of December 31, 2024, our inventory-related purchase commitments totaled $15 million over 2 years.

As of December 31, 2025, our inventory-related purchase commitments totaled $226 million over a period of 10 years.

Sources and Uses of Our Cash

8 unchanged sentences

Cash flow provided by operating activities is primarily generated from (1) sales and financing of VOIs and (2) net cash generated from managing our resorts, Club operations and providing related rental and ancillary services.

Cash flows used in operating activities primarily include spending for the purchase and development of real estate for future

conversion to inventory and funding our working capital needs.

Cash flows used in operating activities primarily include spending for the purchase and development of real estate for future conversion to inventory and funding our working capital needs.

Our cash flows from operations generally vary due to the following factors related to the sale of our VOIs;

4 unchanged sentences

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

The change in net cash flows provided by operating activities for the year ended December 31, 2024, compared to the same period in 2023 was primarily due to decreases in net income and cash used for working capital, partially offset by increases in provision for financing receivable losses and depreciation and amortization expenses.

The change in net cash flows provided by operating activities for the year ended December 31, 2025, compared to the same period in 2024 was primarily due to a $92 million increase in cash used for working capital, a $27 million increase in deferred tax benefit and a $18 million change in other gains and losses, partially offset by a $65 million increase in provision for financing receivable losses, a $39 million increase in net income and a $17 million increase in share-based compensation expense.

The following table exhibits our VOI inventory spending for the years ended December 31, 2025, 2024 and 2023.

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Total VOI inventory spending $ 369 $ 445 $ 298

(1) For the years ended December 31, 2024, 2023, and 2022, our VOI inventory spending on owned properties relates to properties that are classified as Inventory on our consolidated balance sheets.

(2) Includes expense related to granting credit to customers for their existing ownership when upgrading into fee-for-service projects of $12 million and $9 million recorded in Costs of VOI sales for the years ended December 31, 2023 and 2022, respectively.

There was no expense for the year ended December 31, 2024.

(1) Relates to costs on properties that are classified as Inventory on our consolidated balance sheets.

(2) Includes costs related to granting credit to customers for their existing ownership when upgrading into fee-for-service projects.

Investing Activities

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Net cash used in investing activities was $146 million for the year ended December 31, 2025, compared to $1,571 million for the same period in 2024.

The increase was primarily due to the Bluegreen Acquisition and increased software capitalization costs.

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

Financing Activities

Net cash provided by financing activities for the year ended December 31, 2024 was $1,156 million, compared to $183 million for the same period in 2023.

The increase was primarily due to net proceeds from debt of $1,020 million and net proceeds from non-recourse debt of $85 million, partially offset by increases in cash paid for share repurchases of $64 million and debt issuance costs of $55 million.

Net cash used in financing activities for the year ended December 31, 2025 was $338 million, compared to net cash provided of $1,156 million for the same period in 2024.

The change was primarily due to net proceeds from debt and non-recourse debt of $1,664 million in 2024 compared to net proceeds of $286 million in 2025, a $168 million increase in share repurchases, partially offset by a $35 million decrease in debt issuance costs and a $12 million decrease in payments of withholding taxes on vesting of restricted stock units.

Share Repurchase Plans

On July 29, 2025, our Board of Directors approved a new share repurchase program authorizing us to repurchase up to an aggregate of $600 million of our outstanding shares of common stock over a two-year period (the “2025 Repurchase Plan”), which is in addition to the amount that remained at the time under the current 2024 repurchase plan that our Board of Directors had approved in August 2024.

As of December 31, 2025, we had $428 million of remaining availability under the 2025 Repurchase Plan.

Contractual Obligations

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

As of December 31, 2024, we were committed to $9,333 million in contractual obligations over 10 years, $972 million of which will be fulfilled in 2025.

This amount includes $1,824 million of interest on our debt and non-recourse debt, of which $387 million will be incurred in 2025.

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

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

As of December 31, 2025, we were committed to $9.4 billion in contractual obligations over 14 years, $1.0 billion of which will be fulfilled in 2026.

This amount includes $1.5 billion of interest on our debt and non-recourse debt, of which $362 million will be incurred in 2026.

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

circumstances.

Debt and Non-recourse Debt, Note 17:

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The availability, terms and conditions and pricing of such bonding capacity are dependent on, among other things, continued financial strength and stability of the insurance company affiliates providing the bonding capacity, general availability of such capacity and our corporate credit rating.

We have commitments from surety providers in the amount of $670 million as of December 31, 2024, which primarily consist of escrow, construction and subsidy related bonds.

Subsequent Events

On January 31, 2025, we amended our Revolver Credit Facility ("Revolver") and both our Term Loan B due 2028 and Term Loan B due 2031.

The terms of the Revolver were amended to reduce pricing spreads, expand covenants, reset certain incurrence baskets and extend maturity to January 2030.

The Term Loan B due 2028 was repriced to SOFR plus 2.00%, down from SOFR plus 2.50%.

The Term Loan B due 2031 was repriced to SOFR plus 2.00%, down from SOFR plus 2.25%.

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

We have commitments from surety providers in the amount of $439 million as of December 31, 2025, which primarily consist of escrow and subsidy related bonds.

Critical Accounting Policies and Estimates

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Summary of Significant Accounting Policies in our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information.

Business Combinations

We account for our business combinations in accordance with the acquisition method of accounting.

We allocate the purchase price of a business acquisition to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date.

For each business acquisition, we recognize goodwill as the amount in which consideration transferred for the acquired entity exceeds the fair values of net assets.

The fair value of net assets is the fair value assigned to the assets acquired reduced by the fair value assigned to liabilities assumed and noncontrolling interest.

In determining the fair values of assets acquired and liabilities assumed and noncontrolling interest, we use various recognized valuation methods including discounted cash flow models, and the income, cost and market approaches.

We utilize independent valuation specialists under our supervision for certain of our assignments of fair value.

We record the

net assets and results of operations of an acquired entity in our consolidated financial statements from the acquisition date through period-end.

We expense acquisition-related expenses as incurred and include such expenses within Acquisition and integration-related expense on our consolidated statements of income.

Summary of Significant Accounting Policies and Note 3:

Acquisitions in our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information.

Allowance for Financing Receivables Losses

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We use a technique referred to as static pool analysis as the basis for determining our general reserve requirements on our financing receivables.

The adequacy of the related allowance is determined by management through analysis of several factors requiring judgment, such as current economic conditions and industry trends, as well as the specific risk characteristics of the portfolio, including historic and assumed default rates.

Although the allowance includes several factors requiring judgment, the static pool model is not highly uncertain as it relies upon historical metrics.

Specifically, as it relates to the acquired Legacy-Bluegreen portfolio, we estimated default rates with adjustments to historical data to capture our estimates of where historical data may not be representative of future estimated defaults.

The adequacy of the related allowance is determined by management through analysis of the specific risk characteristics of the portfolio, including historic and assumed default rates.

Although the allowance requires judgment, the static pool model is not highly uncertain as it relies upon historical metrics.

Changes in the estimates used in developing our default rates could result in a material change to our allowance.

A 0.5% increase to our projected default rates used in the allowance calculation would increase our allowance for financing receivables losses by approximately $24 million.

A 0.5% increase to our projected default rates used in the allowance calculation would increase our allowance for financing receivables losses by $26 million.

Summary of Significant Accounting Policies in our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information.

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 7. Management’s Discussion and Analysis