What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-26 compared with 2025-03-03 · 354 added, 551 removed, 1377 unchanged (40% of the section changed)

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Consolidated Balance Sheets as of December 31, 202 5 and 202 4

Consolidated Statements of I ncome for the years ended December 31, 202 4 , 202 3 and 20 22

Consolidated Statements of Income for the years ended December 31, 202 5 , 202 4 and 20 23

Consolidated Statements of Comprehensive Income for the years ended December 31, 202 5 , 202 4 and 20 23

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In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013).

The scope of our efforts to comply with Section 404 of the Sarbanes-Oxley Act with respect to 2024 included all of our operations other than those of Bluegreen Vacations Holding Corporation ("Bluegreen") which we acquired in 2024 as described in Note 3 to the consolidated financial statements.

In accordance with the SEC’s published guidance, because we acquired these operations during the year, we excluded these operations from our efforts to comply with Section 404 with respect to 2024.

The acquired operations of Bluegreen constituted approximately 26.0% of total assets as of December 31, 2024 and 19.8% and 15.4% of revenues and income before income taxes, respectively, for the year then ended.

The SEC’s published guidance specifies that the period in which management may omit an assessment of an acquired business’s internal control over financial reporting from its assessment of the Company’s internal control may not extend beyond one year from the date of acquisition.

Based on our assessment, which as discussed herein excluded the operations of Bluegreen, management determined that the Company maintained effective internal control over financial reporting as of December 31, 2024.

Based on this assessment, management determined that the Company maintained effective internal control over financial reporting as of December 31, 2025.

Ernst & Young LLP, the independent registered public accounting firm that has audited the consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, 2025.

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generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 3, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 26, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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Cost of VOI Sales

Description of the Matter For the year ended December 31, 2024, the Company’s cost of vacation ownership intervals and interests (“VOI”) sales was $239 million, which includes amounts recognized by the Legacy-HGV, Legacy-Diamond and Legacy-Bluegreen operations.

Description of the Matter For the year ended December 31, 2025, the Company’s cost of vacation ownership intervals and interests (“VOI”) sales was $152 million.

As discussed in Note 2 to the consolidated financial statements, the Company accounts for cost of VOI sales using the relative sales value method.

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How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Legacy-Diamond cost of VOI sales process.

For example, we tested controls over management’s review of the Legacy-Diamond cost of VOI sales calculations used as part of the relative sales value method, including the significant assumptions described above.

To test cost of VOI sales for Legacy-HGV, Legacy-Diamond and Legacy-Bluegreen, we performed audit procedures that included, among others, assessing the methodologies used by management, evaluating the significant assumptions discussed above and testing the underlying data used by the Company within its analyses.

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the cost of VOI sales process.

For example, we tested controls over management’s review of the cost of VOI sales calculations used as part of the relative sales value method, including the significant assumptions described above.

To test cost of VOI sales, we performed audit procedures that included, among others, assessing the methodologies used by management, evaluating the significant assumptions discussed above and testing the underlying data used by the Company within its analyses.

We performed analytical procedures to evaluate whether individual timeshare project or individual collection cost of VOI sales rates are consistent with expectations.

We also compared the significant assumptions used by management to historical trends to determine whether the projections of future VOI sales prices and the timing and volume of VOI sales are appropriate.

Furthermore, we compared the estimated provisions for financing receivables to projections separately audited for the allowance for financing receivables

Furthermore, we compared the estimated provisions for financing receivables to projections separately audited for the allowance for financing receivables losses.

Allowance for Financing Receivables Losses

Description of the Matter

At December 31, 2024, the Company’s allowance for financing receivables losses was $1.1 billion, which includes amounts recognized by the Legacy-HGV, Legacy-Diamond and Legacy-Bluegreen operations, inclusive of acquired portfolios for Legacy-Diamond and Legacy-Bluegreen.

At December 31, 2025, the Company’s allowance for financing receivables losses was $1,078 million for originated financing receivables and $155 million for acquired financing receivables.

As discussed in Note 2 to the consolidated financial statements, for the originated portfolio, the Company records an estimate of variable consideration as a reduction of revenue from financed VOI sales at the time revenue is recognized.

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The static pool analysis uses default rate information accumulated from several years of historical loan data to estimate future expected defaults on the outstanding financing receivables.

The adequacy of the related allowance is determined by management through analysis of several factors, such as current and forward-looking economic conditions and industry trends, as well as the specific risk characteristics of the portfolio including assumed default rates, aging and historical write-offs of these receivables.

Specifically, as it relates to the acquired Legacy-Bluegreen portfolio, the Company estimated default rates with adjustments to historical data to capture management’s 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 the specific risk characteristics of the portfolio including historic and assumed default rates.

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

Auditing the allowance for financing receivables losses was challenging and required additional audit effort due to the high volume of data that is utilized in applying the static pool analysis.

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How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Legacy-Diamond allowance for the financing receivables losses process.

For example, we tested controls over management’s review of the Legacy-Diamond allowance for financing receivables losses calculations, including the completeness and accuracy of the underlying data in the static pool model, and management’s review that the historical data is representative of current and forward-looking economic conditions and industry trends, as well as the specific risk characteristics of the portfolio.

To test the allowance for financing receivables, we performed audit procedures that included, among others, assessing the methodology discussed above, and testing the completeness and accuracy of the underlying data used by the Company in its analyses.

We evaluated management’s assessment of whether historical data reflects current and forward-looking economic conditions in estimating the allowance.

We also compared data used in the static pool analyses to historical data from prior periods.

We analytically compared current year default rates to prior year default rates.

In addition, we recalculated the allowance for financing receivables for certain pools of loans.

For the acquired portfolio of Legacy – Bluegreen, we involved our valuation specialists to assist with our evaluation of the allowance for financing receivable losses.

Accounting for the Acquisition of Bluegreen Vacations Holding Corporation

Description of the Matter

As described in Note 3 to the consolidated financial statements, the Company acquired Bluegreen Vacations Holding Corporation (“Bluegreen”), on January 17, 2024, in an all-cash transaction, with total consideration of approximately $1.6 billion.

The acquisition was accounted for as a business combination and, as such, the Company was required to record the assets acquired, liabilities assumed and noncontrolling interest at their acquisition-date fair values, which included $871 million of timeshare financing receivables, net, $479 million of management contracts intangible asset and $363 million of inventory.

Auditing management’s acquisition of Bluegreen involved especially subjective judgments and complex analysis relating to the fair value estimates of timeshare financing receivables, net, management contracts intangible asset and inventory.

The estimates of fair value of timeshare financing receivables, net, management contracts intangible asset and inventory are sensitive to changes in significant assumptions.

The significant assumption used by management in determining the fair value of timeshare financing receivables, net was the default rate.

The significant assumptions used by management in determining the fair value of the management contracts intangible asset included anticipated revenue growth rates and the discount rate.

The significant assumption used by management in determining the fair value of inventory was projected revenues to be derived from such inventory.

The aforementioned significant assumptions are affected by expectations about future market and economic conditions.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Bluegreen business combination accounting process.

We tested controls over the valuation of the timeshare financing receivables, net, management contracts intangible asset and inventory, including the Company’s controls over its determination of valuation approaches and methods selected, as well as evaluation of the significant assumptions used in the fair value measurements as described above.

To test the fair values of timeshare financing receivables, net, the management contracts intangible asset and inventory, our audit procedures, among others, included evaluating the Company's valuation methods and significant assumptions used and testing the completeness and accuracy of the underlying data supporting the significant assumptions and estimates.

We compared the significant assumptions used by management to current and future economic trends, where applicable, the historical results of the acquired business, and other relevant factors, including industry publications.

Where applicable, we compared actual results to the forecasted assumptions.

We involved our valuation specialists to assist with our evaluation of the valuation methods and the significant assumptions noted above, including the default rate for timeshare financing receivables, net, the anticipated revenue growth rates and the discount rate for the management contracts intangible asset and projected revenues for inventory.

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the allowance for the financing receivables losses process.

For example, we tested controls over management’s review of the allowance for financing receivables losses calculations, including the completeness and accuracy of the underlying data in the static pool model, and management’s review that the historical data is representative of the specific risk characteristics of the portfolio including historic and assumed default rates.

Our substantive audit procedures included assessing the appropriateness of management’s methodology and testing the completeness and accuracy of the underlying data used in the static pool analyses.

We evaluated management’s assessment of whether historical data used in the analyses was representative of the specific risk characteristics of the portfolio.

/s/ Ernst & Young LLP

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Orlando, Florida

March 3, 2025

February 26, 2026

Report of Independent Registered Public Accounting Firm

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(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Bluegreen Vacations Holding Corporation, which is included in the 2024 consolidated financial statements of the Company and constituted approximately 26.0% of total assets as of December 31, 2024 and 19.8% and 15.4% of revenues and income before taxes, respectively, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Bluegreen Vacations Holding Corporation.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated March 3, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 26, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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Orlando, Florida

March 3, 2025

February 26, 2026

HILTON GRAND VACATIONS INC.

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Accumulated retained earnings 34 352

Accumulated other comprehensive income — 17

Accumulated other comprehensive loss

Total stockholders' equity 1,289 1,752

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Sales of VOIs, net $ 1,812 $ 1,909 $ 1,416

Sales, marketing, brand and other fees 637 634 620

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

Financing 513 464 307

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Equity in earnings from unconsolidated affiliates 19 18 12

Other (loss) gain, net ( 11 ) 2 ( 1 )

Other gain (loss), net

Income before income taxes 175 136 449

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( 8 ) ( 13 ) ( 6 )

Other comprehensive (loss) income, net of tax ( 17 ) ( 22 ) 39

Other comprehensive loss, net of tax

( 22 ) ( 17 ) ( 22 )

Comprehensive income

Comprehensive income attributable to noncontrolling interest 18 13 —

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Amortization of deferred financing costs, acquisition premiums and other 73 83 33

Provision for financing receivables losses 377 171 142

Provision for loan losses

Impairment expense 3 2 3

Other loss (gain), net 11 ( 2 ) 3

Other (gain) loss, net

( 7 ) 11 ( 2 )

Share-based compensation 64 47 40

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Accounts receivable, net 57 224 10

Timeshare financing receivables, net ( 563 ) ( 315 ) ( 224 )

Timeshare financing receivables

( 669 ) ( 563 ) ( 315 )

Inventory ( 120 ) ( 78 ) ( 64 )

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Distributions to noncontrolling interest holder

( 10 ) ( 10 ) —

Other ( 6 ) ( 2 ) ( 4 )

Net cash provided by (used in) financing activities

Net cash (used in) provided by financing activities

( 338 ) 1,156 183

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( 195 ) ( 119 ) 330

Cash, cash equivalents and restricted cash, beginning of period 885 555 695

Cash, cash equivalents and restricted cash, end of period 766 885 555

Cash, cash equivalents and restricted cash, beginning of year

Cash, cash equivalents and restricted cash, end of year

Restricted cash 332 438 296

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Comprehensive

Income Noncontrolling Interest Total

Income (Loss)

Noncontrolling Interest Total

Shares Amount

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Net income — — — 47 — 13 60

Acquisition of noncontrolling interest — — — — — 140 140

Distributions to noncontrolling interest holder — — — — — ( 10 ) ( 10 )

Activity related to share-based compensation 1 — 32 — — — 32

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Net income — — — 81 — 18 99

Acquisition of noncontrolling interest — — — — — 140 140

Distributions to noncontrolling interest holder — — — — — ( 10 ) ( 10 )

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

On January 17, 2024 (“Bluegreen Acquisition Date”), we completed the acquisition of Bluegreen Vacations Holding Corporation (“Bluegreen”) (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;

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operating resorts and timeshare plans;

and managing our clubs and exchange programs.

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

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

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

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

Bluegreen Acquisition

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

The Bluegreen Acquisition is expected to broaden HGV’s offerings, customer reach and sales locations, creating a premier vacation ownership and experiences company.

This Annual Report on Form 10-K includes Bluegreen’s results of operations beginning on January 17, 2024.

Acquisitions for additional information.

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

Basis of Presentation

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If the entity in which we hold an interest does not meet the definition of a VIE, we evaluate whether we have a controlling financial interest through our voting interests in the entity.

We consolidate entities when we own more than 50% of the voting shares of a company or otherwise have a controlling financial interest, including 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.

HGV acquired its equity interest in Big Cedar as part of the Bluegreen Acquisition.

We consolidate entities when we own more than 50% of the voting shares of a company or otherwise have a controlling financial interest, including Bluegreen/Big Cedar Vacations LLC (“Big Cedar”), a joint venture in which we are 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.

We acquired our equity interest in Big Cedar as part of the Bluegreen Acquisition.

All material intercompany transactions and balances have been eliminated in consolidation.

Our accompanying consolidated financial statements reflect all adjustments, including normal recurring items, considered necessary for a fair presentation.

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.

The consolidated financial statements reflect our financial position, results of operations and cash flows as prepared in conformity with U.S.

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A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606.

For arrangements that contain multiple goods or services, we determine whether such goods or services are distinct performance obligations that should be accounted for separately in the arrangement, and allocate the transaction price based on the relative standalone sales price of the performance obligations.

For arrangements that contain multiple goods or services, we determine whether such goods or

services are distinct performance obligations that should be accounted for separately in the arrangement, and allocate the transaction price based on the relative standalone sales price of the performance obligations.

We then recognize the revenue allocated to each performance obligation as the related performance obligation is satisfied as discussed below.

• Sales of VOIs, net — Customers who purchase our vacation ownership products, whether paid in cash or financed, enter into multiple contracts, which we combine and account for as a single contract.

Revenue from VOI sales is recognized at the point in time when control of the VOI is transferred to the customer which is when the customer has executed a binding sales contract, collectability is reasonably assured, the purchaser’s period to cancel for a refund has expired and the customer has the right to use the VOI.

Revenue from VOI sales is recognized at the point in time when control of the VOI is transferred to the customer which is when the customer has executed a binding sales contract, collectability is reasonably assured and the applicable statutory rescission period has expired.

Revenue from sales of VOIs under construction is deferred until the point in time when construction activities are deemed to be completed, occupancy of the development is permissible, and the above criteria has been met.

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Vacation ownership product sales include revenue from the sale of VOIs, which in the case of the trust products, are represented by an annual or biennial allotment of points that can be utilized for vacations at resorts in our network for varying lengths of stay.

Typical contracts include the sale of VOIs, certain sales incentives primarily in the form of additional points for use over a specified period of time (“Bonus Points”), and generally membership of HGV Max, Hilton Grand Vacations Club, Hilton Club, Diamond clubs or Bluegreen Vacation Club (collectively the “Clubs”), each of which represent a separate and distinct performance obligation for which consideration is allocated based on the estimated stand-alone selling price of the sales incentives and membership dues.

We recognize revenue related to our VOIs when control of the points passes to the customer, which generally occurs after the expiration of the applicable statutory rescission period and after collectability is reasonably assured and the customer has the right to use the VOI.

Typical contracts include the sale of VOIs, certain sales incentives primarily in the form of additional points for use over a specified period of time (“Bonus Points”), and generally membership of the Clubs, each of which represent a separate and distinct performance obligation for which consideration is allocated based on the estimated stand-alone selling price of the sales incentives and membership dues.

We recognize revenue related to our VOIs when collectability is reasonably assured and control passes to the customer, which occurs after the expiration of the applicable statutory rescission period.

Bonus Points are valid for a specified period of time (generally for a period between 18 and 30 months) and may be used for stays at properties within our resort network, or converted to use for hotel reservations within Hilton’s system and VOI interval exchanges with other third-party vacation ownership exchanges.

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At that time, we also determine whether we are principal or agent for the redeemed good or service and recognize revenue on a gross or net basis accordingly.

• Sales, marketing, brand and other fees — We enter into contracts with third-party developers to sell VOIs on their behalf through fee-for-service agreements for which we earn sales commissions and other fees.

• Fee-for-service commissions, package sales and other fees — We enter into contracts with third-party developers to sell VOIs on their behalf through fee-for-service agreements for which we earn sales commissions and other fees.

These commissions are variable as they are based on the sales and marketing results, which are subject to the constraint on variable consideration and resolved on a monthly basis over the contract term.

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• Resort and club management — As part of our VOI sales, a majority of our customers enter into a Club arrangement which allows the member to exchange points for a number of vacation options.

We manage the Clubs, receiving annual dues, transaction fees from member exchanges, and, when applicable,

activation fees.

We manage the Clubs, receiving annual dues, transaction fees from member exchanges, and, when applicable, activation fees.

The member's first year of annual dues and, when applicable, the activation fee, are payable at the time of the VOI sale.

The Club activation fee relates to a one-time fee paid by the customer at the time a customer joins one of our Clubs.

Since our customers are granted the opportunity to renew their membership on an annual basis for no additional activation fee, we defer and amortize the activation fee on a straight-line basis using a seven-year average club membership.

Since our customers are granted the opportunity to renew their membership on an annual basis

for no additional activation fee, we defer and amortize the activation fee on a straight-line basis using a seven-year average club membership.

Annual dues for membership renewals are billed each year, and we recognize revenue from these annual dues over the period services are rendered.

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We elect to expense costs incurred to obtain a contract when the deferral period would be one year or less.

These contract costs are recognized at the point in time that the revenue related to the incentive is recognized.

These contract costs are recognized at the point in time that the revenue related to the incremental cost is recognized.

Commissions for VOI sales for resorts under construction are expensed when the associated VOI revenue is recognized which is upon completion of the resort.

These commissions are classified as Sales and marketing expense in our consolidated statements of income.

As of December 31, 2024 and 2023, the ending asset balances for costs to obtain a contract were $ 19 million and $ 11 million, respectively, relating to deferred commission costs for certain vacation package sales and VOI sales of resorts under construction.

We expense indirect sales and marketing costs we incur to sell VOIs and vacation packages when incurred.

Deferred selling expenses, which are direct selling costs related to a contract for which revenue has not yet been recognized, were $ 85 million and $ 24 million as of December 31, 2025 and 2024 and were included in Other assets on our consolidated balance sheets.

For the year ended December 31, 2025, we recognized $ 5 million of expense related to costs deferred as of December 31, 2024.

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We are required to collect certain taxes and fees from customers on behalf of government agencies and remit these back to the applicable governmental agencies on a periodic basis.

We have a legal obligation to act as a collection agent with respect to these taxes and fees.

We have a legal obligation to act as a collection agent

with respect to these taxes and fees.

We do not retain these taxes and fees and, therefore, they are not included in revenues.

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

Acquisitions for additional information.

Bluegreen Acquisition for additional information.

Acquired Financial Assets with Credit Deterioration

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The allowance is remeasured within each subsequent reporting period in the same manner as for PCD assets, with any change in the allowance recognized as provision expense in period earnings.

We acquired PCD assets as part of the Diamond Acquisition, the Grand Islander Acquisition and the Bluegreen Acquisition which are referred to as “Legacy-Diamond”, “Legacy-Grand Islander”, and “Legacy-Bluegreen”, respectively.

Acquisitions and Note 7:

We acquired PCD assets as part of the Diamond Acquisition, the Grand Islander Acquisition and the Bluegreen Acquisition, and such PCD assets are referred to as “Legacy-Diamond”, “Legacy-Grand Islander”, and “Legacy-Bluegreen”.

Timeshare Financing Receivables for additional information.

Investments in Unconsolidated Affiliates

We account for investments in unconsolidated affiliates under the equity method of accounting when we exercise significant influence, but do not maintain a controlling financial interest over the affiliates.

We evaluate our investments in affiliates for impairment when there are indicators that the fair value of our investment may be less than our carrying value.

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We record the derivative instrument at fair value either as an asset or liability.

We assess the effectiveness of our hedging instruments quarterly and record changes in fair value in Accumulated other comprehensive income for the effective portion of the hedge and record the ineffectiveness of a hedge immediately in earnings in our consolidated statement of income.

We release the derivative’s gain or loss from accumulated other comprehensive income to match the timing of the underlying hedged item's effect on earnings.

We assess the effectiveness of our hedging instruments quarterly and record changes in fair value in Accumulated other comprehensive loss for the effective portion of the hedge and record the ineffectiveness of a hedge immediately in earnings in our consolidated statement of income.

We release the derivative’s gain or loss from accumulated other comprehensive income or loss to match the timing of the underlying hedged item's effect on earnings.

Debt and Non-recourse Debt for additional information.

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(i) originated and (ii) acquired.

Our originated portfolio represents timeshare financing receivables that originated by Legacy-Diamond, Legacy-Grand Islander, and Legacy-Bluegreen subsequent to each respective acquisition date and all HGV timeshare financing receivables.

Our acquired portfolio includes all timeshare financing receivables acquired from Legacy-Diamond, Legacy-Grand Islander and Legacy-Bluegreen that existed as of the respective acquisition dates.

Our originated portfolio represents timeshare financing receivables that originated by the businesses that we acquired from Diamond, Grand Islander, and Bluegreen subsequent to each respective acquisition date and all HGV timeshare financing receivables.

Our acquired portfolio includes all of the Legacy-Diamond, Legacy-Grand Islander and Legacy-Bluegreen timeshare financing receivables that existed as of the respective acquisition dates.

We evaluate each portfolio collectively, since each holds a large group of homogeneous timeshare financing receivables, which are individually immaterial.

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The static pool analysis includes several years of default data through which we stratify our portfolio using certain key dimensions such as FICO scores and equity percentage at the time of sale.

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 assumed default rates, aging and historical write-offs of these receivables.

For our originated portfolio, we record an estimate of variable consideration as a reduction of revenue from financed VOI sales at the time revenue is recognized.

We record the difference between the timeshare financing receivable and the variable consideration included in the transaction price for the sale of the related VOI as an allowance for financing receivables and record the receivable net of the allowance.

For our acquired portfolio, any changes to the estimates of our allowance are recorded within Financing expense on our consolidated statements of income in the period in which the change occurs.

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We recognize interest income on our timeshare financing receivables as earned.

The interest rate charged on the notes correlates to the risk profile of the borrower at the time of purchase and the percentage of the purchase that is financed, among other factors.

The interest rate charged

on the notes correlates to the risk profile of the borrower at the time of purchase and the percentage of the purchase that is financed, among other factors.

We apply payments we receive for loans, including those in non-accrual status, to amounts due in the following order:

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We cease capitalization of costs during prolonged gaps in development when substantially all activities are suspended or when projects are considered substantially complete.

For the years ended December 31, 2024, 2023 and 2022, we had capitalized interest of $ 10 million, $ 3 million and $ 2 million, respectively.

For the years ended December 31, 2025, 2024 and 2023, capitalized interest was $ 10 million, $ 10 million and $ 3 million.

We account for our VOI inventory and cost of VOI sales using the relative sales value method.

Also, we do not reduce inventory for the cost of VOI sales related to anticipated defaults, and accordingly, no adjustment is made when inventory is reacquired upon default of the related receivable.

We do not reduce inventory for the cost of VOI sales related to anticipated defaults, and accordingly, no adjustment is made when inventory is reacquired upon default of the related receivable.

This results in changes in estimates within the relative sales value calculations to be accounted for as real estate inventory true-ups, which we refer to as cost of sales true-ups, and are included in Cost of VOI sales in our consolidated statements of income to retrospectively adjust the margin previously recognized subject to those estimates.

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If we bypass the qualitative assessment, or if we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then we perform a quantitative impairment test by comparing the fair value of a reporting unit with its carrying amount.

We only recognize an impairment on goodwill if the estimated fair value of a reporting unit is less than its carrying value, in an amount not to exceed the carrying value of the reporting unit's goodwill.

We recognize an impairment on goodwill if the estimated fair value of a reporting unit is less than its carrying value, in an amount not to exceed the carrying value of the reporting unit's goodwill.

No goodwill impairment charges were recognized during the years ended December 31, 2025, 2024 and 2023, and there is no accumulated impairment of goodwill for any period presented in the consolidated financial statements.

The changes in goodwill for the periods presented in the consolidated financial statements were limited to increases in goodwill resulting from the Grand Islander and Bluegreen Acquisitions and increases or decreases resulting from any related measurement period adjustments.

Acquisitions for additional information.

During the years ended December 31, 2024 and 2023, the changes in goodwill were limited to increases in goodwill resulting from the Grand Islander and Bluegreen Acquisitions and increases or decreases resulting from any related measurement period adjustments.

There were no changes to goodwill or measurement period adjustments during the year ended December 31, 2025.

Intangible Assets

Our intangible assets consist of trade name, management contracts, club member relationships, marketing agreements, and other contract-related intangible assets.

As part of the Bluegreen Acquisition, we acquired certain intangible assets that were recorded at their fair value.

Acquisitions for additional information.

Additionally, we capitalize costs incurred to develop internal-use computer software, including costs incurred in connection with development of upgrades or enhancements that result in additional functionality.

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If the carrying value of an asset group is not recoverable, we recognize an impairment loss for the excess of the carrying value over the fair value in our consolidated statements of income.

As of December 31, 2024 and 2023, other than goodwill, we do not have any indefinite lived intangible assets.

As of December 31, 2025 and 2024, other than goodwill, we do not have any indefinite life intangible assets.

Intangible Assets for additional information.

Deferred Financing Costs

Deferred financing costs, including legal fees and upfront lenders fees, related to the Company’s debt and non-recourse debt are deferred and amortized over the life of the respective debt using the effective interest method.

Deferred financing costs, including legal fees and upfront lender fees, related to the Company’s debt and non-recourse debt are deferred and amortized over the life of the respective debt using the effective interest method.

The capitalized costs related to the Timeshare Facility and the Revolver are included in Other assets while the remaining capitalized costs related to all other debt instruments are included in Debt, net and Non-recourse debt, net in our consolidated balance sheets.

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Debt & Non-recourse debt for additional information.

Costs Incurred to Sell VOIs and Vacation Packages

We expense indirect sales and marketing costs we incur to sell VOIs and vacation packages when incurred.

Deferred selling expenses, which are direct selling costs related to a contract for which revenue has not yet been recognized, were $ 24 million and $ 18 million as of December 31, 2024 and 2023, respectively, and were included in Other assets on our consolidated balance sheets.

Fair Value Measurements—Valuation Hierarchy

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The United States dollar (“USD”) is our reporting currency and is the functional currency of the majority of our operations.

For operations whose functional currency is not the USD, assets and liabilities measured in foreign currencies are translated into USD at the prevailing exchange rates in effect as of the financial statement date, and the related gains and losses are reflected within Accumulated other comprehensive income in our consolidated balance sheets.

Related income and expense accounts are translated at the average exchange rate for the period.

Gains and losses from foreign exchange rate changes related to transactions denominated in a currency other than an entity’s functional currency or transactions related to intercompany receivables and payables denominated in a currency other than an entity’s functional currency that are not of a long-term investment nature are recognized as g ains or losses on foreign currency transactions.

These gains or losses are included in Other (loss) gain, net in our consolidated statements of income.

These gains or losses are included in Other gain (loss), net in our consolidated statements of income.

Share-Based Compensation

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The measurement objective for these equity awards is the estimated fair value at the grant date of the equity instruments that we are obligated to issue when employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments.

Compensation expense is based on the share-based

awards granted to our employees and recognized ratably over the requisite service period and the corresponding change is recognized in Additional paid-in capital in our consolidated balance sheets.

Compensation expense is based on the share-based awards granted to our employees and recognized ratably over the requisite service period and the corresponding change is recognized in Additional paid-in capital in our consolidated balance sheets.

The requisite service period is the period during which an employee is required to provide service in exchange for an award.

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Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the respective temporary differences or operating loss or tax credit carryforwards are expected to be recovered or settled.

The realization of deferred tax assets is contingent upon the generation of future taxable income and other restrictions that may exist under the tax laws of the jurisdiction in which a deferred tax asset exists.

realization of deferred tax assets is contingent upon the generation of future taxable income and other restrictions that may exist under the tax laws of the jurisdiction in which a deferred tax asset exists.

Valuation allowances are provided to reduce such deferred tax assets to amounts more likely than not to be ultimately realized.

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Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet.

We made an accounting policy election related to accounting for the tax effects of Global Intangible Low-Taxed Income (“GILTI”) that was implemented as part of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”).

With regard to GILTI, we have elected to recognize any current tax as an expense in the period it is incurred.

We made an accounting policy election related to accounting for the tax effects of Net Controlled Foreign Corporation Tested Income (“NCTI”, formerly known as Global Intangible Low Taxed Income or “GILTI”) that was implemented as part of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”).

With regard to NCTI, we have elected to recognize any current tax as an expense in the period it is incurred.

Income Taxes for additional information.

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Diluted EPS is calculated to give effect to all potentially dilutive common shares that were outstanding during the reporting period.

When there is a year-to-date loss, potential common shares should not be included in the computation of diluted EPS;

When there is a loss, potential common shares should not be included in the computation of diluted EPS;

hence, diluted EPS would equal basic EPS in a period of loss.

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Contributions are determined based on a specified percentage of salary and bonus deferrals by participating employees.

We recognized compensation expense for our participating employees totaling $ 34 million, $ 23 million and $ 19 million for the years ended December 31, 2024, 2023 and 2022, respectively.

We recognized compensation expense for our participating employees totaling $ 37 million, $ 34 million and $ 23 million for the years ended December 31, 2025, 2024 and 2023.

Noncontrolling Interest

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Adopted Accounting Standards

For the year ended December 31, 2024, we adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2023-07 (“ASU 2023-07”), Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

ASU 2023-07 provides amendments to improve reportable segment disclosure requirements both on an interim and annual basis, primarily through enhanced disclosures about significant segment expenses and is applied retrospectively for all periods presented.

The impact of adoption of ASU 2023-07 was in disclosure only and did not have

an impact on our consolidated balance sheets and statements of income.

Business Segments for additional information.

Accounting Standards Not Yet Adopted

In December 2023, the FASB issued Accounting Standards Update 2023-09 (“ASU 2023-09”), Income Taxes (Topic 740):

For the year ended December 31, 2025, we adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2023-09 (“ASU 2023-09”), Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

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The ASU also states that an entity must separately disclose net cash taxes paid between federal, state, and foreign jurisdictions.

The guidance is effective for fiscal years beginning after December 15, 2024.

The guidance is to be applied prospectively, although retrospective application is permitted.

The adoption of ASU 2023-09 is expected to impact disclosures only and not have a material impact on our consolidated balance sheet and statement of income.

The guidance is to be applied prospectively.

The impact of adoption of ASU 2023-09 was in disclosure only and did not have an impact on our consolidated balance sheets and statements of income.

Income Taxes for additional information.

Accounting Standards Not Yet Adopted

In November 2024, the FASB issued Accounting Standards Update 2024-03 (“ASU 2024-03”), Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

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The guidance should be applied either (1) prospectively or (2) retrospectively to any or all prior periods presented.

The impact of adoption of ASU 2024-03 is expected to impact disclosures only and not have a material impact on our consolidated balance sheet and statement of income.

The impact of adoption of

ASU 2024-03 is expected to impact disclosures only and not have a material impact on our consolidated balance sheet and statement of income.

In July 2025, the FASB issued Accounting Standards Update 2025-05 (“ASU 2025-05”), Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets .

ASU 2025-05 provides a practical expedient that allows entities to estimate expected credit losses for current accounts receivable and contract assets without needing to predict future economic conditions.

The guidance is to be applied prospectively and is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years.

We are currently evaluating the effects of this ASU but do not expect a material impact on our financial statements or disclosures.

In September 2025, the FASB issued Accounting Standards Update 2025-06 (“ASU 2025-06”), Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

ASU 2025-06 provides amendments to modernize the accounting for software costs.

The guidance may be applied either (1) prospectively, (2) retrospectively, or (3) using a modified transition approach with early adoption permitted.

ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years.

We are currently evaluating the effects of this ASU but do not expect a material impact on our financial statements or disclosures.

In November 2025, the FASB issued Accounting Standards Update 2025-08 (“ASU 2025-08”), Financial Instruments—Credit Losses (Topic 326):

Purchased Loans .

ASU 2025-08 provides amendments that require purchased seasoned loans be accounted for using the gross-up approach at acquisition.

The guidance is to be applied prospectively and is effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years.

We are currently evaluating the effects of this ASU but do not expect a material impact on our financial statements or disclosures.

In December 2025, the FASB issued Accounting Standards Update 2025-11 (“ASU 2025-11”) Interim Reporting (Topic 270):

Narrow-Scope Improvements .

ASU 2025-11 provides amendments to improve the navigability of the required interim disclosures and clarify when that guidance is applicable.

ASU 2025-11 is effective for interim periods within annual reporting periods beginning after December 15, 2027.

The guidance may be applied either (1) prospectively or (2) retrospectively to any or all prior periods presented.

We are currently evaluating the effects of this ASU but do not expect a material impact on our financial statements or disclosures.

BLUEGREEN ACQUISITION

On January 17, 2024, we completed the Bluegreen Acquisition in an all-cash transaction, with total consideration of approximately $ 1.6 billion.

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

Costs related to the Bluegreen Acquisition were $ 191 million and $ 17 million, for the years ended December 31, 2024 and 2023.

These costs were expensed as incurred and included within Acquisition and integration-related expense in our consolidated statements of income.

The following table presents the fair value of each class of consideration transferred in relation to the Bluegreen Acquisition as of the Bluegreen Acquisition Date:

($ in millions, except share and per share data)

Number of Class A shares issued and outstanding 12,504,138

Number of Class B shares issued and outstanding 3,664,117

Number of Class A shares deliverable as equity awards 673,169

Total shares and related equity awards outstanding 16,841,424

Cash consideration to Bluegreen shareholders and equity award holders per share $ 75.00

Purchase price $ 1,263

Repayment of Bluegreen debt (1)

Payment of seller transaction fees (2)

Total consideration transferred $ 1,556

(1) Reflects the balance of Bluegreen's debt repaid by HGV.

(2) Reflects transaction-related expenses incurred by Bluegreen but paid by HGV.

Fair Values of Assets Acquired, Liabilities Assumed and Noncontrolling Interest

We accounted for the Bluegreen Acquisition as a business combination, which requires us to record the assets acquired, liabilities assumed and noncontrolling interest at fair value as of the Bluegreen Acquisition Date.

The values attributed to Timeshare financing receivables, Inventory, Intangible assets, Property and equipment and Noncontrolling interest are based on valuations prepared using Level 3 inputs and assumptions in accordance with ASC Topic 820, “ Fair Value Measurement ” (“ASC 820”).

The values attributed to Debt, Non-recourse debt, Operating lease right-of-use assets and Operating lease liabilities are based on Level 2 inputs in accordance with ASC 820.

The following table presents the fair values of the assets acquired, liabilities assumed, and noncontrolling interest, as finalized:

($ in millions) January 17, 2024 (as reported at March 31, 2024) Adjustments (1)

January 17, 2024 (as finalized at December 31, 2024)

Assets acquired

Cash and cash equivalents $ 58 $ 13 $ 71

Restricted cash 44 — 44

Accounts receivable

Timeshare financing receivables, net 925 ( 54 ) 871

Inventory 365 ( 2 ) 363

Property and equipment 177 19 196

Investment in unconsolidated affiliates

Operating lease right-of-use assets 18 1 19

Intangible assets 812 ( 57 ) 755

Other assets 83 2 85

Total assets acquired $ 2,515 $ ( 74 ) $ 2,441

Liabilities assumed

Accounts payable, accrued expenses and other $ 129 $ 13 $ 142

Advanced deposits

Non-recourse debt

Operating lease liabilities

Deferred revenue 57 ( 38 ) 19

Deferred income tax liabilities 348 ( 28 ) 320

Total liabilities assumed 1,324 ( 14 ) 1,310

Net assets acquired $ 1,191 $ ( 60 ) $ 1,131

Total consideration transferred $ 1,556 $ — $ 1,556

Net assets acquired

( 1,191 ) 60 ( 1,131 )

Noncontrolling interest

158 ( 18 ) 140

$ 523 $ 42 $ 565

(1) There were measurement period adjustments not impacting goodwill for the year ended December 31, 2024, primarily due to management's review of historical accounting records and alignment of policies.

These adjustments primarily consisted of $ 13 million from Cash and cash equivalents to Accounts payable, accrued expenses and other and $ 38 million from Deferred revenue to Advanced deposits .

(2) Goodwill is calculated as total consideration transferred less net assets acquired plus noncontrolling interest and it primarily represents the value that we expect to obtain from synergies and growth opportunities from our combined Company post-acquisition.

Timeshare Financing Receivables

We acquired timeshare financing receivables, net which consist of loans to customers who purchased vacation ownership products and chose to finance their purchases.

These timeshare financing receivables, net are collateralized by the underlying VOIs and generally have 10-year amortizing repayment terms.

We measured the fair value of the timeshare financing receivables using a discounted cash flow model, which calculated a present value of expected future risk-adjusted cash flows over the remaining term of the respective timeshare financing receivables.

The significant assumption used in determining the fair value of timeshare financing receivables was the default rate.

We have determined that the entire

acquired timeshare financing receivables portfolio was considered PCD assets as it shows evidence of more-than-insignificant deterioration in credit quality since origination.

Timeshare Financing Receivables for additional information.

Acquired timeshare financing receivables with credit deterioration as of the Bluegreen Acquisition Date were as follows:

($ in millions) As of

January 17, 2024

Purchase price $ 871

Allowance for credit losses 163

Premium attributable to other factors ( 76 )

Par value $ 958

We acquired inventory which primarily consists of completed unsold VOIs.

We measured the fair value of acquired inventory using a discounted cash flows method, which included an estimate of cash flows expected to be generated from the sale of VOIs.

The significant assumptions used to determine the fair value of acquired inventory were projected revenues to be derived from such VOIs.

Other assumptions impacting the fair value of the acquired inventory include our estimates of operating costs and margins, and the discount rate.

Property and Equipment

We acquired property and equipment, which includes land, buildings and improvements, leasehold improvements, computer hardware and software, furniture, fixtures, and office equipment, machinery and equipment, vehicles, construction in progress, and other assets.

We determined the fair value of the property and equipment using a mix of cost and market approaches.

In determining the fair value using the cost approach, we estimated the reproduction cost by applying inflation trending indices to the historical capitalized costs within the fixed asset details.

We also relied on the market approach to determine the fair value of certain assets.

In applying the market approach to value, we relied on the percent of cost method.

In addition, certain property and equipment assets were held at their carrying value.

Operating Lease Right-of-Use-Assets and Lease Liabilities

We have recorded a liability for those operating leases assumed in connection with the Bluegreen Acquisition with a remaining term in excess of one year.

We measured the lease liabilities assumed at the present value of the remaining contractual lease payments, based on the guidance in ASC Topic 842:

Leases, discounted at an incremental borrowing rate applicable to HGV determined as of the Bluegreen Acquisition Date.

The right-of-use assets for such leases were measured at an amount equal to the lease liabilities, adjusted for the favorable or unfavorable leasehold position considering the contractual terms of the lease when compared with market terms.

A small number of operating lease right of use assets and lease liabilities were measured at carrying value.

Additionally, any equipment lease was held at carrying value.

Intangible Assets

The following table presents our fair values of the acquired Bluegreen's identified intangible assets and their related remaining useful lives as of the Bluegreen Acquisition Date:

Weighted Average Estimated Useful Life

(in years) Estimated Fair

($ in millions)

Trade name 7 $ 30

Management contracts 19 479

Club member relationships 11 35

Capitalized software 3 7

Marketing agreements

Other contract-related intangible assets 10 50

Total intangible assets acquired $ 755

We measured the fair value of Bluegreen’s trade name using the relief-from-royalty method, which applies an estimated royalty rate to forecasted future cash flows, discounted to present value.

We measured the fair value of

management contracts and club member relationships using the multi-period excess earnings method, which is a variation of the income approach.

This method estimates an intangible asset’s value based on the present value of the incremental after-tax cash flows attributable to the intangible asset.

Our significant assumptions used in determining the fair value of the management contracts included anticipated revenue growth rates and the discount rate.

The marketing agreements were valued using the with‑and‑without method of the income approach.

Under this method, the value of an asset is a function of the differential of projected cash flows with the asset in place and the projected cash flows without the asset in place, discounted to present value.

As part of the acquisition and consideration transferred, we paid off $ 265 million of Bluegreen’s existing corporate debt and accrued interest.

We valued the remaining assumed debt using a discounted cash flow model under the income approach.

The significant assumptions include prepayment rates and market interest rates.

Non-Recourse Debt

We valued the securitized debt and warehouse loan facilities using a discounted cash flow model under the income approach.

The significant assumptions include default rates of the timeshare financing receivables which collateralize the non-recourse debt, prepayment rates and market bond interest rates.

Deferred Revenue

Deferred revenue primarily relates to deferred sales incentives revenues, including Bonus Points, which are deferred and recognized upon redemption;

and Club membership fees, which are deferred and recognized over the terms of the applicable contract term or membership on a straight-line basis.

We measured the fair value of the deferred revenue at the carrying value of such liabilities as of the Bluegreen Acquisition Date.

Deferred Income Taxes

Deferred income taxes primarily relate to the fair value of assets and liabilities acquired from Bluegreen, including timeshare financing receivables, inventory, property and equipment, intangible assets, and debt.

We valued deferred income taxes based on the blended U.S.

federal and state statutory tax rate which approximates to 25%.

Noncontrolling Interest

The acquired noncontrolling interest relates to Big Cedar, a joint venture in which we are deemed to hold a controlling financial interest based on our 51 % equity interest, our active role as the day-to-day manager of its activities, and our majority voting control of its management committee.

We measured the fair value of the noncontrolling interest using a discounted cash flow model.

We have recorded goodwill of $ 565 million in connection with the Bluegreen Acquisition.

We have allocated the acquired goodwill to our segments, Real Estate Sales and Financing and Resort Operations and Club Management, as indicated in the table below.

The majority of goodwill is not expected to be deductible for tax purposes.

Resort Operations and Club Management Segment Real Estate Sales and Financing Segment Total Consolidated

Goodwill $ 142 $ 423 $ 565

Pro Forma Results of Operations

On January 17, 2024, we completed the Bluegreen Acquisition in an all-cash transaction, with total consideration of $ 1.6 billion.

We accounted for the Bluegreen Acquisition as a business combination and finalized our purchase price accounting as of December 31, 2024.

Please refer to our annual report on Form 10-K filed with the SEC on March 3, 2025 for additional information related to the Bluegreen Acquisition.

The following unaudited pro forma information presents the combined results of operations of HGV and Bluegreen as if we had completed the Bluegreen Acquisition on January 1, 2023, the first day of our 2023 fiscal year, but using the fair values of assets and liabilities as of the Bluegreen Acquisition Date.

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Revenue $ 5,028 $ 5,013

Bluegreen Results of Operations

The following table presents the results of Bluegreen operations included in our consolidated statement of income for the period from the Bluegreen Acquisition Date through December 31, 2024:

($ in millions) January 17, 2024 to December 31, 2024

Revenue $ 985

Grand Islander Acquisition

On December 1, 2023 (“Grand Islander Acquisition Date”), the Company completed the acquisition of BRE Grand Islander Parent LLC (“Grand Islander”), by exchanging 100 % of the outstanding equity interests of Grand Islander for approximately $ 117 million (the “Grand Islander Acquisition”).

Prior to the acquisition, we managed the resort property in Hawaii owned by Grand Islander.

The acquisition expands our product offerings and provides existing members upgrade opportunities to locations outside of the prior Fee-for-service arrangement.

The purchase price of $ 117 million included cash consideration, as well as $ 4 million of non-cash consideration attributable to the effective settlement of a pre-existing relationship based on the contract value.

The fair values of the assets acquired included $ 8 million of cash and cash equivalents, $ 28 million of restricted cash, $ 5 million of accounts receivable, $ 199 million of securitized timeshare financing receivables, net, $ 53 million of unsecuritized timeshare financing receivables, net, $ 15 million of inventory, and $ 2 million of other assets.

Of the securitized timeshare financing receivables acquired, $ 128 million was used as collateral to secure a non-recourse revolving timeshare receivable credit facility (“Grand Islander Timeshare Facility”).

The fair values of the liabilities assumed consisted of $ 193 million of non-recourse debt and $ 4 million of other liabilities.

The fair values of the assets acquired, and liabilities assumed and the related acquisition accounting were based on management’s estimates and assumptions, as well as other information compiled by management.

We determined the fair value of the timeshare financing receivables and inventory using a discounted cash flow model, which calculated a present value of expected future risk-adjusted cash flows over the remaining term of the respective timeshare financing receivable and the sell-out period of the inventory, respectively.

For non-recourse debt we determined the fair value using recent trades of the debt, using adjustments to recent trades of similar debt or the settlement amounts for debt that was repaid in close proximity to the Grand Islander Acquisition Date.

The timeshare financing receivables acquired are considered PCD assets.

The following table presents the acquired assets with credit deterioration as of the Grand Islander Acquisition Date:

($ in millions) As of

December 1, 2023

Purchase price $ 252

Allowance for credit losses 24

Premium attributable to other factors ( 2 )

Par value $ 274

Goodwill of $ 4 million was calculated as total consideration transferred less net assets acquired.

The adjustments recorded during the measurement period resulted from changes to our estimates of the fair value of the acquired assets and assumed liabilities based on updates to assumptions in valuations of acquired timeshare financing receivables and inventory.

These resulted in an increase to goodwill for the period of $ 2 million.

We have allocated the acquired goodwill of $ 4 million to our Real Estate Sales and Financing segment.

The majority of goodwill is expected to be deductible for tax purposes.

REVENUE FROM CONTRACTS WITH CUSTOMERS

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The following tables show our disaggregated revenues by product and segment from contracts with customers.

We operate our business in the following two segments:

We operate our business in the following two reportable segments:

(i) Real estate sales and financing and (ii) Resort operations and club management .

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Sales of VOIs, net $ 1,812 $ 1,909 $ 1,416

Sales, marketing, brand and other fees 637 634 620

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

Interest income 473 425 273

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Business Segments for additional information.

Receivables from Contracts with Customers, Contract Liabilities, and Contract Assets

Receivables from Contracts with Customers and Contract Liabilities

Our accounts receivable that relates to our contracts with customers includes amounts associated with our contractual right to consideration for completed performance obligations and are settled when the related cash is received.

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Timeshare financing receivables for additional information.

The following table provides information on our contracts with customers which are included in Accounts Receivable, net and Timeshare financing receivables, net , respectively, on our consolidated balance sheets:

The following table provides information on our contracts with customers which are included in Accounts Receivable, net and Timeshare financing receivables, net on our consolidated balance sheets:

($ in millions) December 31,

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$ 3,315 $ 3,225

(1) Includes $ 528 million and $ 878 million of acquired timeshare financing receivables, net, as of December 31, 2025 and 2024.

Contract liabilities include payments received or due in advance of satisfying our performance obligations.

Such contract liabilities include advance deposits received on prepaid vacation packages for future stays at our resorts, deferred revenues related to sales of VOIs of projects under construction, Club activation fees and annual dues, the liability for bonus points awarded to our customers for purchase of VOIs at our properties or properties under our fee-for-service arrangements that may be redeemed in the future, deferred maintenance fees and other deferred revenue.

The following table presents the composition of our contract liabilities:

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Bonus Point incentive liability (1)

Deferred maintenance fees 12 12

Other deferred revenue 35 38

(1) This balance includes $ 52 million and $ 54 million of bonus point incentive liabilities included in Accounts payable, accrued expenses and other on our consolidated balance sheets as of December 31, 2024, and 2023, respectively.

(1) This balance includes $ 52 million of bonus point incentive liabilities included in Accounts payable, accrued expenses and other on our consolidated balance sheets as of both December 31, 2025 and 2024.

This liability is for incentives from VOI sales and sales and marketing expenses in conjunction with our fee-for-service arrangements.

Revenue earned for the year ended December 31, 2024, that was included in the contract liabilities balance at December 31, 2023 was approximately $ 194 million.

Revenue earned for the year ended December 31, 2023, that was included in the contract liabilities balance at December 31, 2022 was approximately $ 173 million.

Contract assets relate to incentive fees that can be earned for meeting certain targets on sales of VOIs at properties under our fee-for-service arrangements;

however, our right to consideration is conditional upon completing the requirements of the annual incentive fee period.

As of December 31, 2024 and 2023, contract assets were $ 3 million and $ 13 million, respectively.

Revenue earned for the year ended December 31, 2025, that was included in the contract liabilities balance at December 31, 2024 was $ 242 million.

Revenue earned for the year ended December 31, 2024, that was included in the contract liabilities balance at December 31, 2023 was $ 194 million.

Transaction Price Allocated to Remaining Performance Obligations

Transaction price allocated to remaining performance obligations represents contract revenue that has not yet been recognized.

Our contracts with remaining performance obligations primarily include (i) sales of VOIs under construction, (ii) Club activation fees paid at closing of a VOI purchase, (iii) customers’ advanced deposits on prepaid vacation packages and (iv) Bonus Points that may be redeemed in the future.

Deferred VOI sales primarily include the deferred revenues of sales associated with incomplete phases or buildings and the sales of unacquired inventory.

Deferred VOI sales primarily include the deferred revenues of sales associated with projects under construction.

The following table presents the deferred revenue, deferred cost of VOI sales and deferred direct selling costs from sales of VOIs related to projects under construction:

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Sales and marketing expense 74 13

During the year ended December 31, 2024, we recognized $ 106 million of sales of VOIs, net, offset by deferrals of $ 158 million, related to sales of projects under construction, some of which were completed during the year.

We expect to recognize the revenue, costs of VOI sales and direct selling costs related to the projects under construction as of December 31, 2024, upon their completion.

The following table includes the remaining transaction price related to Advanced deposits, Club activation fees and Bonus Points as of December 31, 2024:

During the year ended December 31, 2025, we deferred $ 368 million of Sales of VOI, net related to projects under construction.

We expect to recognize the revenue, costs of VOI sales and direct selling costs related to the projects under construction as of December 31, 2025, upon their completion in 2026.

The following table includes the remaining transaction price related to our contract liabilities as of December 31, 2025:

($ in millions) Remaining

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Upon redemption

Annual club dues

1 1 year Straight-line basis

42 1 year Straight-line basis

Revenue allocated to remaining performance obligations for HOA management fees, which includes unearned revenue and amounts expected to be invoiced and recognized as revenue over the next 12 months, was $ 306 million as of December 31, 2025.

RESTRICTED CASH

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Tax receivables 66 89

Insurance claims receivable — 54

Other receivables 4 7

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(1) Includes amounts used as collateral to secure a non-recourse revolving timeshare receivable credit facility (“Timeshare Facility”) as well as amounts held as future collateral for securitization activities.

(2) Non-credit premium of $ 97 million was recognized at the Diamond Acquisition Date, of which $ 16 million and $ 26 million remains unamortized as of December 31, 2024 and 2023, respectively.

A non-credit premium of $ 2 million was recognized at the Grand Islander Acquisition Date with $ 1 million remaining unamortized as of December 31, 2024 and 2023, respectively.

Non-credit premium of $ 76 million was recognized at the Bluegreen Acquisition Date, of which $ 45 million remains unamortized as of December 31, 2024.

In April 2024, we completed a securitization of approximately $ 240 million of gross timeshare financing receivables and issued approximately $ 101 million of 5.75 % notes, $ 58 million of 5.99 % notes, $ 46 million of 6.62 % notes, and $ 35 million of 8.85 % notes due September 2039.

In June 2025, we completed a securitization of $ 300 million of gross timeshare financing receivables and issued $ 166 million of 4.88 % notes, $ 87 million of 5.18 % notes, and $ 47 million of 5.52 % notes due May 2042.

The securitization transaction did not qualify as a sale and, accordingly, no gain or loss was recognized.

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

In May 2024, we completed a securitization of approximately $ 375 million of gross timeshare financing receivables and issued approximately $ 217 million of 5.50 % notes, $ 80 million of 5.65 % notes, $ 57 million of 5.99 % notes, and $ 21 million of 6.91 % notes due March 2038.

In July 2025, we completed a securitization of ¥ 9.5 billion, or $ 65 million, of gross timeshare financing receivables with a coupon rate of 1.41 % due January 2039.

The collateralized timeshare notes are domiciled in Japan.

The securitization transaction did not qualify as a sale and, accordingly, no gain or loss was recognized.

The transaction is considered a secured borrowing, and the notes from the transaction are presented as non-recourse debt.

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

In November 2024, we completed a securitization of approximately $ 500 million of timeshare loans and issued approximately $ 273 million of 4.98 % notes, $ 147 million of 5.27 % notes, and $ 80 million of 5.71 % notes due August 2040.

The proceeds were used for general corporate purposes.

In August 2025, we completed a securitization of $ 400 million of gross timeshare financing receivables and issued $ 210 million of 4.54 % notes, $ 125 million of 4.73 % notes and $ 65 million of 5.12 % notes due May 2044.

The securitization transaction did not qualify as a sale and, accordingly, no gain or loss was recognized.

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

In December 2025, we completed a securitization of $ 400 million of gross timeshare financing receivables and issued $ 141 million of 4.56 % notes, $ 147 million of 4.90 % notes, $ 81 million of 5.39 % notes, and $ 31 million of 7.38 % notes due October 2044.

The securitization transaction did not qualify as a sale and, accordingly, no gain or loss was recognized.

The transaction is considered a secured borrowing, and the notes from the transaction are presented as non-recourse debt.

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

Consolidated Variable Interest Entities and Note 15:

Debt and Non-recourse Debt for additional information on our securitizations.

As of December 31, 2024 and 2023, we had timeshare financing receivables with a carrying value of $ 455 million and $ 415 million, respectively, securing the Timeshare Facility.

In connection with the acquisitions of Grand Islander and Bluegreen, we had access to additional timeshare facilities, which were terminated during the first quarter of 2024.

For our originated portfolio, we record an estimate of variable consideration for estimated defaults as a reduction of revenue from VOI sales at the time revenue is recognized on a VOI sale.

For our acquired portfolio, any changes to the estimates of our allowance are recorded within Financing expense on our consolidated statements of income in the period in which the change occurs.

As of December 31, 2025 and 2024, we had timeshare financing receivables of $ 710 million and $ 455 million securing the Timeshare Facility.

We recognize interest income on our timeshare financing receivables as earned.

As of December 31, 2024 and 2023, we had interest receivable outstanding of $ 22 million and $ 17 million, respectively, on our originated timeshare financing receivables.

As of December 31, 2025 and 2024, we had interest receivable outstanding of $ 26 million and $ 22 million on our originated timeshare financing receivables.

As of both December 31, 2025 and 2024, we had interest receivable outstanding of $ 4 million and $ 7 million on our acquired timeshare financing receivables.

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The interest rate charged on the notes correlates to the risk profile of the customer at the time of purchase and the percentage of the purchase that is financed, among other factors.

As of December 31, 2024, our originated timeshare financing receivables had interest rates ranging from 1.5 % to 25.8 %, a weighted-average interest rate

of 14.9 %, a weighted-average remaining term of 8.6 years and maturities through 2039.

As of December 31, 2025, our originated timeshare financing receivables had interest rates ranging from 1.5 % to 25.8 %, a weighted-average interest rate of 14.6 %, a weighted-average remaining term of 8.9 years and maturities through 2041.

Our acquired timeshare financing receivables had interest rates ranging from 2.0 % to 25.0 %, a weighted-average interest rate of 15.0 %, a weighted-average remaining term of 6.1 years and maturities through 2036.

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Provision for financing receivables losses (1)

Initial allowance for purchased credit deteriorated financing receivables acquired during the period (2)

Write-offs ( 73 ) ( 116 )

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Provision for financing receivables losses (1)

Initial allowance for purchased credit deteriorated financing receivables acquired during the period (2)

Write-offs ( 187 ) ( 186 )

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These notes receivable were initially recognized at their purchase price, represented by the acquisition date fair value, and subsequently “grossed-up” by our acquisition date assessment of the allowance for credit losses.

The difference over which

par value of the acquired purchased credit deteriorated assets exceeds the purchase price plus the initial allowance for financing receivable losses is reflected as a non-credit premium and is amortized as a reduction to interest income under the effective interest method.

The difference over which par value of the acquired purchased credit deteriorated assets exceeds the purchase price plus the initial allowance for financing receivable losses is reflected as a non-credit premium and is amortized as a reduction to interest income under the effective interest method.

Summary of Significant Accounting Policies for additional information on the fair value methodology for our acquired timeshare financing receivables and related allowances for credit losses.

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(1) Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.

As of December 31, 2024 and 2023, we had ceased accruing interest on originated timeshare financing receivables with an aggregate principal balance of $ 323 million and $ 208 million, respectively.

As of December 31, 2025 and 2024, we had ceased accruing interest on originated timeshare financing receivables with an aggregate principal balance of $ 430 million and $ 323 million.

The following tables detail an aged analysis of our gross timeshare financing receivables balance:

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December 31, 2025

($ in millions) Legacy-DRI Legacy-Grand Islander Legacy-Bluegreen

($ in millions) Legacy-Diamond

Legacy-Grand Islander Legacy-Bluegreen

700+ $ 85 $ 30 $ 235 $ 350

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December 31, 2024

($ in millions) Legacy-DRI Legacy-Grand Islander Legacy-Bluegreen

($ in millions) Legacy-Diamond

Legacy-Grand Islander Legacy-Bluegreen

700+ $ 159 $ 44 $ 385 $ 588

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(1) Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.

As of December 31, 2024 and 2023, we had ceased accruing interest on acquired timeshare financing receivables with an aggregate principal balance of $ 231 million and $ 279 million, respectively.

As of December 31, 2025 and 2024, we had ceased accruing interest on acquired timeshare financing receivables with an aggregate principal balance of $ 152 million and $ 231 million.

The following tables detail an aged analysis of our gross timeshare receivables balance:

1 unchanged sentence

December 31, 2025

($ in millions) Legacy-DRI Legacy-Grand Islander Legacy-Bluegreen

($ in millions) Legacy-Diamond

Legacy-Grand Islander Legacy-Bluegreen

Current $ 49 $ 66 $ 242 $ 357

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December 31, 2025

($ in millions) Legacy-DRI Legacy-Grand Islander Legacy-Bluegreen

($ in millions) Legacy-Diamond

Legacy-Grand Islander Legacy-Bluegreen

Current $ 36 $ 31 $ 58 $ 125

5 unchanged sentences

December 31, 2024

($ in millions) Legacy-DRI Legacy-Grand Islander Legacy-Bluegreen

($ in millions) Legacy-Diamond

Legacy-Grand Islander Legacy-Bluegreen

Current $ 104 $ 84 $ 418 $ 606

5 unchanged sentences

December 31, 2024

($ in millions) Legacy-DRI Legacy-Grand Islander Legacy-Bluegreen

($ in millions) Legacy-Diamond

Legacy-Grand Islander Legacy-Bluegreen

Current $ 36 $ 68 $ 112 $ 216

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Total $ 2,522 $ 2,244

For the year ended December 31, 2024, we recorded non-cash operating activity transfers, net of $ 271 million related to the registrations for timeshare units under construction for four properties from Property and equipment, net to Inventory .

As VOI inventory is constructed, it is recorded into Property and equipment, net until such units are registered and made available for sale.

Once registered and available for sale, the units are then transferred into Inventory .

Supplemental Disclosures of Cash Flow Information for information regarding non-cash transfers.

The table below presents cost of sales true-ups relating to VOI products and the related impacts to the carrying value of inventory and cost of VOI sales:

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Total $ 859 $ 792

Depreciation expense on property and equipment was $ 52 million, $ 51 million, and $ 52 million for the years ended December 31, 2024, 2023 and 2022, respectively.

We recognized a $ 2 million impairment for the year ended December 31, 2024 related to the closure of certain sales centers.

There were no impairment charges for the year ended December 31, 2023.

During the year ended December 31, 2022, we recorded a reversal of impairment expense of $ 7 million, corresponding with an asset reclassification and an impairment charge of $ 4 million for retirement of certain assets.

Depreciation expense on property and equipment was $ 57 million, $ 52 million, and $ 51 million for the years ended December 31, 2025, 2024 and 2023.

CONSOLIDATED VARIABLE INTEREST ENTITIES

As of December 31, 2024, we consolidated 17 VIEs.

The activities of these entities are limited to purchasing qualifying non-recourse timeshare financing receivables from us and issuing debt securities and/or borrowing under a debt facility to facilitate such purchases.

The activities of our consolidated VIEs are limited to purchasing qualifying non-recourse timeshare financing receivables from us and issuing debt securities and/or borrowing under a debt facility to facilitate such purchases.

The timeshare financing receivables held by these entities are not available to our creditors and are not our legal assets, nor is the debt that is securitized through these entities a legal liability to us.

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Only the assets of our VIEs are available to settle the obligations of the respective entities.

As part of the Grand Islander Acquisition, we acquired the variable interests in the entities associated with Grand Islander outstanding timeshare financing receivables securitization transactions.

They have been aggregated for disclosure purposes as they are similar in nature to our previously established VIEs.

We also assumed a timeshare facility that had an outstanding balance of $ 124 million as of December 31, 2023 and was considered a VIE.

The timeshare facility was terminated in January 2024.

As part of the Bluegreen Acquisition, we acquired variable interest entities, including those associated with Bluegreen's outstanding timeshare financing receivables securitization transactions.

They have been aggregated for disclosure purposes as they are similar in nature to our previously established VIEs.

Debt and Non-recourse Debt for additional information regarding acquired VIEs.

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Non-recourse debt, net 2,690 2,285

The following table shows the interest income and expense recognized as a result of our involvement with these VIEs during 2025.

These amounts are included within Financing revenue and Financing expense in the consolidated statement of income.

($ in millions)

Interest income

Interest expense

Debt issuance cost amortization

Administrative expenses

Cash paid for interest associated with our non-recourse debt was $ 104 million, $ 90 million and $ 44 million for the years ended December 31, 2025, 2024 and 2023.

See our consolidated statements of cash flows for additional information related to borrowings and payments on our Non-recourse debt .

INVESTMENTS IN UNCONSOLIDATED AFFILIATES

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We do not consolidate BRE Ace LLC and 1776 Holding LLC because we are not the primary beneficiary.

These two unconsolidated affiliates have aggregated debt balances of $ 384 million and $ 427 million as of December 31, 2024 and 2023, respectively.

These two unconsolidated affiliates have aggregated debt balances of $ 400 million and $ 384 million as of December 31, 2025 and 2024.

The debt is secured by their assets and is without recourse to us.

Our maximum exposure to loss as a result of our investment interests in the two unconsolidated affiliates is primarily limited to (i) the carrying amount of the investments which totaled $ 73 million and $ 71 million as of December 31, 2024 and 2023, respectively and (ii) receivables for commission and other fees earned under fee-for-service arrangements.

Our maximum exposure to loss as a result of our investment interests in these unconsolidated affiliates is primarily limited to (i) the carrying amount of the investments which totaled $ 63 million and $ 73 million as of December 31, 2025 and 2024 and (ii) receivables for commission and other fees earned under fee-for-service arrangements.

Related Party Transactions for additional information.

During each of the years ended December 31, 2024 and 2023, we received a cash distribution of approximately $ 16 million from our investment in BRE Ace LLC.

During the year ended December 31, 2025, we received cash distributions of $ 25 million and $ 3 million from our investments in BRE Ace LLC and 1776 Holding LLC.

During each of the years ended December 31, 2024 and 2023, we received cash distributions of $ 16 million from our investment in BRE Ace LLC.

For these VIEs, our investment interests are included in the consolidated balance sheets as Investments in unconsolidated affiliates, and equity earned is included in the consolidated statements of income as Equity in earnings from unconsolidated affiliates .

As part of the Bluegreen Acquisition, we obtained variable interests within statutory business trusts (collectively, the “Trusts”) formed previously by wholly owned subsidiaries of Bluegreen.

Each subsidiary issued trust preferred securities as part of a larger pooled trust securities offering which was not registered under the Securities Act of 1933 and invested the proceeds thereof in its junior subordinated debentures.

The Trusts were VIEs in which the subsidiaries are not the primary beneficiaries.

As of December 31, 2024, we paid down $ 171 million, which represented the full balance of the junior subordinated debentures acquired as part of the Bluegreen acquisition.

Debt and Non-recourse Debt for additional information.

INTANGIBLE ASSETS

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Capitalized software 302 ( 167 ) 135

Marketing agreements

154 ( 11 ) 143

Other contract-related intangible assets

Total $ 2,547 $ ( 760 ) $ 1,787

We acquired definite-life intangible assets as part of the Bluegreen Acquisition in the amount of $ 755 million as of the Bluegreen Acquisition Date.

Refer to Note 3:

Acquisitions for additional information.

Amortization expense on intangible assets was $ 216 million, $ 163 million, and $ 192 million for the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024, the weighted average life on trade name was 4.6 years, management agreements was 30.3 years, club member relationships was 13.7 years, capitalized software was 2.9 years, marketing agreements was 16.1 years, and other contract-related intangible was 10.0 years.

During the year ended December 31, 2022, we recognized $ 3 million of intangible impairment charges.

No intangible impairment charges were recognized during the years ended December 31, 2024, and 2023.

Amortization expense on intangible assets was $ 216 million, $ 216 million, and $ 163 million for the years ended December 31, 2025, 2024 and 2023.

As of December 31, 2025, the weighted average life of trade name was 4.6 years, management contracts was 29.9 years, club member relationships was 13.7 years, capitalized software was 3.0 years, marketing agreements was 16.1 years, and other contract-related intangible was 10.0 years.

As of December 31, 2025, our future amortization expense for our amortizing intangible assets is estimated to be as follows:

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Deferred income tax assets 13 12

Interest rate swap 37 42

Interest rate swaps

Other 165 174

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The following table details our outstanding debt balance and its associated interest rates:

($ in millions) 2024 2023

($ in millions) Interest Rate

Senior secured credit facility

Term loan A with a rate of 6.107 %, due 2028

Term loan B with a rate of 6.857 %, due 2028

Term loan B with a rate of 6.607 %, due 2031

Revolver with a rate of 6.737 %, due 2026

Senior notes with a rate of 5.000 %, due 2029

Senior notes with a rate of 4.875 %, due 2031

Senior notes with a rate of 6.625 %, due 2032

Other debt (4)

Term loan A due 2028

5.366 % $ 400 $ 400

Term loan B due 2028

5.716 % 851 858

Term loan B due 2031

5.716 % 887 893

Revolver due 2030 (2)

5.493 % 130 233

Senior notes due 2029

5.000 % 850 850

Senior notes due 2031

4.875 % 500 500

Senior notes due 2032

6.625 % 900 900

Total debt, gross 4,603 4,672

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Total debt, net $ 4,545 $ 4,601

(1) As of December 31, 2024 and 2023, weighted-average interest rates were 6.140 % and 6.649 %, respectively.

(2) Amount includes unamortized deferred financing costs related to our term loan and senior notes of $ 39 million and $ 25 million, respectively, as of December 31, 2024 and $ 21 million and $ 17 million, respectively, as of December 31, 2023.

This amount also includes unamortized original issuance discounts of $ 5 million as of December 31, 2024 and 2023, respectively.

(3) Amount does not include unamortized deferred financing costs of $ 3 million as of December 31, 2024, and 2023, respectively, related to our revolving facility which are included in Other assets in our consolidated balance sheets.

(4) This amount includes $ 6 million related to the recourse portion on the NBA Receivables Facility, which is generally limited to the greater of 15 % of the outstanding borrowings and $ 5 million, subject to certain exceptions.

(5) Amount also includes unamortized discount of $ 2 million related to the Bluegreen debt recognized at the Bluegreen Acquisition Date.

(1) As of December 31, 2025 and 2024, weighted-average interest rates on Total debt, gross were 5.691 % and 6.140 %.

(2) Unamortized deferred financing costs of $ 3 million as of both December 31, 2025 and 2024 related to our revolving facility are included in Other assets in our consolidated balance sheets.

(3) Amount includes unamortized deferred financing costs of $ 53 million and $ 64 million as of December 31, 2025 and 2024.

This amount also includes unamortized original issuance discounts of $ 5 million and $ 7 million as of December 31, 2025 and 2024.

Senior Secured Credit Facilities

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.

Proceeds from the new term loans were used to pay the Bluegreen Acquisition consideration, fees and expenses incurred in connection with the Amendment and to refinance the repayment of certain indebtedness of Bluegreen and its subsidiaries.

On April 8, 2024, we amended our Term Loan B due 2028 under the Senior secured credit facility.

Under the amendment, the new interest rate is SOFR plus 2.50 %, down from SOFR plus 2.75 %.

Also, the credit spread adjustment for the Term Loan B due 2028 was removed.

On July 18, 2024, we amended our Term Loan B due 2031 under the Senior secured credit facility.

Under the amendment, the new interest rate is SOFR plus 2.25 %, down from SOFR plus 2.75 %.

On October 8, 2024, we entered into a new $ 400 million senior secured term loan (“Term Loan A”) due January 2028, with a pricing of SOFR plus 1.75 %.

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

During the year ended December 31, 2024, we repaid $ 1.2 billion under the senior secured credit facilities.

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 %.

As of December 31, 2025, we had $ 61 million of letters of credit outstanding under the revolving credit facility and $ 1 million outstanding backed by cash collateral.

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Our interest rate swaps have been designated and qualify as cash flow hedges of interest rate risk and recorded at their estimated fair value as an asset in Other assets in our consolidated balance sheets.

As of December 31, 2024 and 2023, the estimated fair value of our cash flow hedges was $ 37 million and $ 42 million, respectively.

We characterize payments we make in connection with these derivative instruments as interest expense and a

reclassification of accumulated other comprehensive income for presentation purposes.

As of December 31, 2025 and 2024, the estimated fair value of our cash flow hedges was $ 18 million and $ 37 million.

We characterize payments we make in connection with these derivative instruments as interest expense and a reclassification of Accumulated other comprehensive loss for presentation purposes.

We classify cash inflows and outflows from derivatives that hedge interest rate risk within operating activities in the consolidated statements of cash flows.

The following table reflects the activity, net of tax, in Accumulated other comprehensive income related to our derivative instruments during the year ended December 31, 2024:

The following table reflects the activity, net of tax, in Accumulated other comprehensive loss related to our derivative instruments during the year ended December 31, 2025:

Net unrealized gain on derivative instruments

Balance as of December 31, 2024 $ 28

Other comprehensive income before reclassifications, net 11

Other comprehensive loss before reclassifications, net

Reclassifications to net income ( 11 )

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Senior Notes due 2032

On January 2024, we completed an offering for $ 900 million aggregate principal amount of 6.625 % senior secured notes due 2032 (“Senior Notes due 2032”) issued by our wholly-owned subsidiaries, Hilton Grand Vacations Borrower Escrow, LLC and Hilton Grand Vacations Borrower Escrow, Inc.

Proceeds from the new secured notes were used to pay the Bluegreen Acquisition consideration, fees and expenses incurred in connection with the Amendment and to refinance the repayment of certain indebtedness of Bluegreen and its subsidiaries.

The Senior Notes due 2032 are guaranteed on a senior secured basis by certain of our subsidiaries.

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We were in compliance with all applicable financial covenants as of December 31, 2025.

Junior subordinated debentures

As part of the Bluegreen Acquisition, we assumed junior subordinated debentures.

During the year ended December 31, 2024, the junior subordinated debentures were paid down in full for $ 171 million.

Investments in Unconsolidated Affiliates for additional information.

Non-recourse Debt

The following table details our outstanding non-recourse debt balance and associated interest rates:

($ in millions) 2024 2023

($ in millions) Weighted Average Interest Rate

Non-recourse debt (1)

Timeshare Facility with an average rate of 5.818 %, due 2027 (2)

Grand Islander Timeshare Facility with an average rate of 6.716 %, due 2029

HGV Securitized Debt 2018 with a weighted average rate of 3.602 %, due 2032

HGV Securitized Debt 2019 with a weighted average rate of 2.431 %, due 2033

HGV Securitized Debt 2022-1 with a weighted average rate of 4.304 %, due 2034

HGV Securitized Debt 2022-2 with a weighted average rate of 4.826 %, due 2037

HGV Securitized Debt 2023 with a weighted average rate of 5.937 %, due 2038

HGV Securitized Debt 2024-2 with a weighted average rate of 5.685 %, due 2038

HGV Securitized Debt 2024-1 with a weighted average rate of 6.419 %, due 2039

HGV Securitized Debt 2020 with a weighted average rate of 3.658 %, due 2039

HGV Securitized Debt 2024-3 with a weighted average rate of 5.182 %, due 2040

Grand Islander Securitized Debt with a weighted average rate of 2.965 %, due 2029

Grand Islander Securitized Debt with a weighted average rate of 3.316 %, due 2033

Diamond Resorts Owner Trust 2021 with a weighted average rate of 2.160 %, due 2033

Bluegreen Securitized Debt 2018 with a weighted average rate of 4.019 %, due 2034

Bluegreen Securitized Debt 2020 with a weighted average rate of 2.597 %, due 2036

Bluegreen Securitized Debt 2022 with a weighted average rate of 4.599 %, due 2037

Bluegreen Securitized Debt 2023 with a weighted average rate of 6.321 %, due 2038

Quorum Purchase Facility with an average rate of 5.020 %, due 2034

NBA Receivables Facility with an average rate of 6.110 %, due 2031 (5)

Timeshare Facility due 2027 (2)

5.125 % $ 615 $ 428

Securitized Debt due 2033 - 2044 (3)

4.982 % 2,106 1,883

Quorum Purchase Facility due 2034

NBA Receivables Facility due 2031

5.466 % 26 33

Total non-recourse debt, gross 2,751 2,350

2 unchanged sentences

Total non-recourse debt, net $ 2,716 $ 2,318

(1) As of December 31, 2024, and 2023, weighted-average interest rates were 5.235 % and 5.095 %, respectively.

(1) As of December 31, 2025, and 2024, weighted-average interest rates were 5.019 % and 5.235 %.

(2) Unamortized deferred financing costs of $ 2 million as of December 31, 2024 relating to the Timeshare Facility included in Other Assets in our consolidated balance sheet.

(3) Interest rates as of December 31, 2025 range from 1.410 % to 6.419 %.

(4) Amount includes unamortized deferred financing costs of $ 30 million and $ 21 million as of December 31, 2025, and 2024 and unamortized discounts of $ 5 million and $ 11 million as of December 31, 2025, and 2024.

Timeshare Facility

The revolving commitment period of the Timeshare Facility terminates in November 2026;

however the repayment maturity date extends 12 months beyond the commitment termination date to November 2027.

(3) Amount relates to securitized debt only and does not include unamortized deferred financing costs of $ 2 million as of December 31, 2024, and 2023, respectively, relating to the Timeshare Facility included in Other Assets in our consolidated balance sheets.

(4) Amount also includes unamortized discount of $ 2 million related to the Grand Islander securitized debt recognized at the Grand Islander Acquisition Date and unamortized discount of $ 9 million related to the Bluegreen securitized and non-recourse debt recognized at the Bluegreen Acquisition Date.

(5) Recourse on the NBA Receivables Facility is generally limited to the greater of 15 % of the outstanding borrowings and $ 5 million, subject to certain exceptions.

The issued notes are backed by pledged assets, consisting primarily of a pool of Bluegreen timeshare financing receivables secured by first mortgages and a letter of credit.

The notes are a non-recourse obligation and are payable solely from the pool of timeshare financing receivables pledged as collateral for the notes.

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

Additionally, in connection with the securitization, we incurred $ 4 million in debt issuance costs.

The issued notes are backed by pledged assets, consisting primarily of a pool of timeshare loans secured by first mortgages, first deeds of trust, membership interests or timeshare interests (other than a fee simple interest in real estate).

The Timeshare Facility is a non-recourse obligation payable solely from the pool of timeshare financing receivables pledged as collateral and related assets.

As of December 31, 2025, our Timeshare Facility has a remaining borrowing capacity of $ 235 million.

During the year ended December 31, 2025, we repaid $ 2.4 billion on the Timeshare Facility.

Securitized Debt

The issued notes are backed by pledged assets, consisting of a pool of HGV, Diamond Resorts, and Bluegreen Vacations collateral combined, secured by first mortgages, first deeds of trust, membership interests or timeshare interests (other than a fee simple interest in real estate) and a letter of credit.

The notes are a non-recourse obligation and are payable solely from the timeshare financing receivables pledged as collateral for the notes.

2 unchanged sentences

Additionally, in connection with the securitization, we incurred $ 6 million in debt issuance costs.

In November 2024, we completed a securitization of approximately $ 500 million of timeshare financing receivables and issued approximately $ 273 million of 4.98 % notes, $ 147 million of 5.27 % notes, and $ 80 million of 5.71 % notes due August 2040.

In July 2025, we completed a securitization of ¥ 9.5 billion, or $ 65 million, of gross timeshare financing receivables and issued notes with an average coupon rate of 1.41 % due January 2039.

The issued notes are backed by pledged assets, consisting of a pool of HGV loans domiciled in Japan, secured by first mortgages.

The notes are a non-recourse obligation and are payable solely from the timeshare financing receivables pledged as collateral for the note.

The proceeds of the notes were used for general corporate purposes.

Additionally, in connection with the securitization, we incurred $ 3 million in debt issuance costs.

In August 2025, we completed a securitization of $ 400 million of gross timeshare financing receivables and issued $ 210 million of 4.54 % notes, $ 125 million of 4.73 % notes, and $ 65 million of 5.12 % notes due May 2044.

The notes are a non-recourse obligation and are payable solely from the pool of timeshare financing receivables pledged as collateral for the notes.

The notes are a non-recourse obligation and are payable solely from the timeshare financing receivables pledged as collateral for the notes.

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

Additionally, in connection with the securitization, we incurred $ 6 million in debt issuance costs.

The Timeshare Facility is a non-recourse obligation payable solely from the pool of timeshare financing receivables pledged as collateral and related assets.

In March 2024, we renewed our Timeshare Facility agreement under new terms, which included extending the commitment and maturity period to March 2026 and March 2027, respectively, and permitting to pledge as collateral certain timeshare loans associated to Grand Islander.

In November 2024, we amended our Timeshare Facility agreement which included terms to increase the capacity to $ 850 million, amend the commitment and maturity periods to November 2026 and November 2027, respectively, and permitted to pledge as collateral certain timeshare loans associated with Bluegreen.

As of December 31, 2024, the Timeshare Facility has a remaining borrowing capacity of $ 423 million.

On January 31, 2024, we terminated the Grand Islander Timeshare Facility.

In connection with the Bluegreen Acquisition, we acquired an additional timeshare facility which was subsequently terminated in February 2024.

During the year ended December 31, 2024, we repaid $ 814 million on the Timeshare Facility and $ 765 million on Securitized Debt.

The notes are a non-recourse obligation and are payable solely from the timeshare financing receivables pledged as collateral for the notes.

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

Additionally, in connection with the securitization, we incurred $ 6 million in debt issuance costs.

During the year ended December 31, 2025, we repaid $ 945 million on Securitized Debt.

We are required to deposit payments received from customers on the timeshare financing receivables securing the Timeshare Facility and Securitized Debt into depository accounts maintained by third parties.

On a monthly basis, the depository accounts are utilized to make required principal, interest and other payments due under the respective loan agreements.

The balances in the depository accounts were $ 193 million and $ 48 million as of December 31, 2024 and 2023, respectively, and were included in Restricted Cash in our consolidated balance sheets.

The balances in the depository accounts were $ 142 million and $ 193 million as of December 31, 2025 and 2024 and were included in Restricted Cash in our consolidated balance sheets.

NBA Receivables Facility

Recourse on the NBA Receivables Facility is generally limited to the greater of 15 % of the outstanding borrowings and $ 5 million, subject to certain exceptions.

Debt Maturities

15 unchanged sentences

$ 3,115 $ — $ 3,419

Debt, net (2)

4,545 4,352 233

6 unchanged sentences

$ 3,006 $ — $ 3,203

Debt, net (2)

4,601 4,309 283

1 unchanged sentence

2,318 1,873 446

(1) Carrying amount net of allowance for financing receivables losses.

(2) Carrying amount net of unamortized deferred financing costs and discounts

Our estimates of the fair values were determined using available market information and appropriate valuation methods.

Considerable judgment is necessary to interpret market data and develop the estimated fair values.

The table above excludes cash and cash equivalents, restricted cash, accounts receivable and advance deposits, all of which had fair values approximating their carrying amounts due to the short maturities and liquidity of these instruments.

The estimated fair values of our originated and acquired timeshare financing receivables were determined using a discounted cash flow model.

The table above excludes interest rate swaps discussed below and cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses and other and advance deposits, all of which had fair values approximating their carrying amounts due to the short maturities and liquidity of these instruments.

The estimated fair values of our Level 3 originated and acquired timeshare financing receivables were determined using a discounted cash flow model.

Our model incorporates default rates, coupon rates, credit quality and loan terms respective to the portfolio based on current market assumptions for similar types of arrangements.

The estimated fair value of our Level 2 derivative financial instruments was determined utilizing projected future cash flows discounted based on an expectation of future interest rates derived from observable market interest rate curves and market volatility.

The estimated fair values of our Level 2 derivative financial instruments were determined utilizing projected future cash flows discounted based on an expectation of future interest rates derived from observable market interest rate curves and market volatility.

Debt and Non-recourse Debt above.

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The estimated fair value of our Level 3 debt and non-recourse debt were based on the following:

• Debt – based on indicative quotes obtained for similar issuances or projected future cash flows

• Debt – based on indicative quotes obtained for similar issuances and projected future cash flows

discounted at risk-adjusted rates.

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Our lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

During the years ended December 31, 2023 and 2022, we ceased utilizing certain offices as part of our integration of business operations and recognized impairments of related operating lease right-of-use assets of $ 3 million and $ 6 million, respectively.

We did not recognize any impairments during the year ended December 31, 2024.

We recognize rent expense on leases with both contingent and non-contingent lease payment terms.

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($ in millions) 2025 2024 2023

(loss) income before tax

income (loss) before tax

$ 90 $ ( 61 ) $ 335

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federal income tax provision 37 21 %

State and local income taxes, net of federal tax effect (1)

Foreign tax effects

( 1 ) ( 1 ) %

Effects of cross-border taxes

Foreign derived intangible income

( 2 ) ( 1 ) %

Foreign branch taxes, net of related credits

Research and development tax credit (2)

( 8 ) ( 5 ) %

Foreign tax credits

( 8 ) ( 5 ) %

Change in valuation allowances

Nontaxable or nondeductible items

Share-based payment awards, net of IRC §162(m) limitation

Non-controlling interest

( 4 ) ( 2 ) %

Changes in unrecognized tax benefits

Other adjustments

Interest on installment sales, net of federal tax effect

Bluegreen deferred adjustment

Expired domestic loss carryforwards

Provision for income taxes

(1) Florida, Hawaii and New York comprise the majority of state taxes (greater than 50%) of the tax effect in this category.

(2) The research and development tax credit includes revised estimates upon finalization of prior year tax returns.

Year Ended December 31,

($ in millions) 2024 2023

Statutory U.S.

federal income tax provision $ 29 $ 94

State and local income taxes, net of U.S.

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Share-based compensation, net of IRC § 162(m) limitation

Other 2 3 ( 1 )

Provision for income taxes $ 76 $ 136

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Most of these tax attributes are fully valued.

The majority of our federal and state tax attributes will expire through 2034, while our foreign tax losses can be carried forward indefinitely.

The majority of our federal and state tax attributes will expire through 2034, while most of our foreign tax losses can be carried forward indefinitely.

We establish valuation allowances for financial reporting purposes to offset certain deferred tax assets due to uncertainty regarding our ability to realize them in the future.

The valuation allowance increased from $ 81 million as of December 31, 2023, to $ 174 million as of December 31, 2024, primarily due to acquired deferred tax assets from the Bluegreen Acquisition for which no future tax benefit is expected.

The valuation allowance decreased from $ 174 million as of December 31, 2024, to $ 150 million as of December 31, 2025, primarily due to the expiration and write-off of domestic tax attributes.

Reconciliations of the amounts of unrecognized tax benefits were as follows:

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Unrecognized tax benefits at end of year $ 24 $ 24 $ 25

We recorded $ 24 million and $ 25 million as of December 31, 2024 and 2023, respectively, excluding interest and penalties, which would have favorably impacted the annual effective tax rate if recognized.

We recorded $ 24 million as of both December 31, 2025 and 2024 excluding interest and penalties, which would have favorably impacted the annual effective tax rate if recognized.

We record these liabilities in Accounts payable, accrued expenses and other in the consolidated balance sheet.

The total liability accrued for interest and penalties was $ 36 million and $ 34 million as of December 31, 2024, and 2023, respectively.

We do not anticipate any significant increases or decreases in our unrecognized tax benefits within the next twelve months.

The total liability accrued for interest and penalties was $ 46 million and $ 36 million as of December 31, 2025, and 2024.

We file federal, state and foreign income tax returns in jurisdictions with varying statute of limitations.

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While there is no assurance as to the results, we believe we are adequately reserved for these audits.

The Organization for Economic Co-operation and Development (“OECD”) has created a framework for the implementation of a global minimum tax rate of 15%, commonly referred to as Pillar Two.

Certain countries in which we do business have enacted Pillar Two legislation effective January 1, 2024, however, Pillar Two legislation did not have a material impact to our income tax provision.

Although the Tax Act generally eliminates U.S.

federal income tax on dividends from foreign subsidiaries, foreign withholding taxes may be incurred if these profits are distributed.

No income or deferred taxes have been accrued on foreign earnings or other outside basis differences, as we intend to indefinitely reinvest these amounts in our foreign

No income or deferred taxes have been accrued on foreign earnings or other outside basis differences, as we intend to indefinitely reinvest these amounts in our foreign operations.

An estimate of these amounts is not practicable due to the inherent complexity of the multi-jurisdictional tax environment in which we operate.

SHARE-BASED COMPENSATION

On May 3, 2023, the 2023 Omnibus Incentive Plan (“2023 Plan”) was approved by our shareholders to replace the 2017 Omnibus Incentive Plan and the 2017 Plan for Non-Employee Directors (the “2017 Plans”).

The 2023 Plan authorizes the issuance of restricted stock units (“Service RSUs” or “RSUs”), nonqualified stock options (“Options”), time and performance-vesting restricted stock units (“Performance RSUs” or “PSUs”), and stock appreciation rights (“SARs”) to certain employees and directors.

Pursuant to the 2023 Plan, 5,240,000 shares of our common stock are reserved for issuance.

The 2017 Plans remain in place until all of the awards previously granted thereunder have been paid, forfeited or expired.

Shares underlying awards that are canceled or forfeited under the 2017 Plans without the issuance of any shares are added to the 2023 Plan share pool.

However, the shares which remained available for issuance under the 2017 Plans are no longer available for issuance, and all future awards will be granted pursuant to the 2023 Plan.

On March 4, 2024, we filed a Registration Statement on Form S-8 to register 118,078 shares of common stock, par value $ 0.01 per share, of HGV’s Common Stock that may be issued under the 2023 Plan in accordance with, and subject to the terms and conditions of, an exception under Rule 303A.08 of the NYSE Listed Company Manual (“Rule 303A.08”).

The shares of Common Stock registered represent the number of shares of Bluegreen common stock that were available for issuance under the Bluegreen’s 2021 Incentive Plan immediately prior to the Bluegreen Acquisition, as appropriately adjusted to reflect the Bluegreen Acquisition and assumed by HGV, in accordance with Rule 303A.08.

On March 5, 2024, our Board of Directors approved transaction incentive awards (“Transaction Incentive Awards”) in connection with the Bluegreen Acquisition consisting of Performance RSUs and performance-based cash awards (the “Performance Cash Awards”) for certain executive officers and employees.

The Transaction Incentive Awards were granted under, and pursuant to the terms and conditions of, the 2023 Plan, and the award agreements approved by the Compensation Committee.

The Performance Cash Awards are payable based on the level of achievement of pre-established performance goals relating to run rate cost savings following an 18-month performance period commencing on the Bluegreen Acquisition Date, and ending on June 30, 2025.

On September 30, 2024, due to achievement of certain run rate cost savings, fifty percent ( 50 %) of the Performance Cash Awards vested and were payable to certain executive officers and employees.

These performance cash awards were included within Acquisition and integration-related expense in our consolidated statements of income for the year ended December 31, 2024.

The 2023 Omnibus Incentive Plan (“2023 Plan”) authorizes the issuance of various stock-based awards to our employees, directors and other service providers, including restricted stock units (“Service RSUs” or “RSUs”), nonqualified stock options (“Options”), and time and performance-vesting restricted stock units (“Performance RSUs” or “PSUs”).

As of December 31, 2025, there were 2,613,147 shares of common stock available for future issuance under the 2023 plan.

We recognized share-based compensation expense of $ 45 million, $ 39 million and $ 46 million during the years ended December 31, 2024, 2023 and 2022, respectively.

The total tax benefit recognized related to this compensation was $ 8 million, $ 6 million and $ 6 million for the years ended December 31, 2024, 2023 and 2022, respectively.

In addition, we withheld common stock shares associated with net share settlements to cover tax withholding obligations upon the vesting of awards under our employee equity incentive program.

For the years ended December 31, 2024, 2023 and 2022, we withheld approximately 445,000 , 264,000 and 147,000 shares at a total cost of $ 21 million, $ 14 million and $ 8 million, respectively, through net share settlements.

We recognized share-based compensation expense of $ 62 million, $ 45 million and $ 39 million during the years ended December 31, 2025, 2024 and 2023.

The total tax benefit recognized related to this compensation was $ 10 million, $ 8 million and $ 6 million for the years ended December 31, 2025, 2024 and 2023.

In addition, we withheld common stock shares associated with net share settlements to cover tax withholding obligations upon the vesting or exercise of awards under our employee equity incentive program.

For the years ended December 31, 2025, 2024 and 2023, we withheld approximately 207,000 , 445,000 and 264,000 shares at a total cost of $ 9 million, $ 21 million and $ 14 million through net share settlements.

Shares withheld to cover tax withholding obligations are retired.

As of December 31, 2024, unrecognized compensation cost for unvested awards was approximately $ 37 million, which is expected to be recognized over a weighted average period of 1.7 years.

Service RSUs vest in annual installments over three years from the date of grant, subject to the individual’s continued employment through the applicable vesting date.

As of December 31, 2025, unrecognized compensation cost for unvested awards was $ 46 million, which is expected to be recognized over a weighted average period of 1.8 years.

On June 30, 2025, the second tranche of the performance cash awards approved by our Board of Directors on March 5, 2024, in connection with the Bluegreen Acquisition vested for certain executive officers and employees based on the level of achievement of pre-established performance goals relating to run rate cost savings following an 18-month performance period that commenced on the Bluegreen Acquisition Date and ended on June 30, 2025.

Service RSUs generally vest in annual installments over three years from the date of grant, subject to the individual’s continued employment through the applicable vesting date.

Vested Service RSUs generally will be settled for common stock.

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Outstanding, end of period 1,527,259 42.54

Options vest over three years in annual installments from the date of grant, subject to the individual’s continued employment through the applicable vesting date and will terminate 10 years from the date of grant or earlier on the unvested portion of an individual whose service was terminated.

Options generally vest over three years in annual installments from the date of grant, subject to the individual’s continued employment through the applicable vesting date and will terminate 10 years from the date of grant or earlier on

the unvested portion of an individual whose service was terminated.

The exercise price is equal to the closing price of the common stock on the date of grant.

The following table provides information about our option grants for the last three fiscal years:

During the year ended December 31, 2025, we did no t grant any Options.

The following table provides information about our option grants for the last two fiscal years:

Year Ended December 31,

2024 2023 2022

Number of options granted 388,084 301,215

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Year Ended December 31,

2024 2023 2022

Expected volatility

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Outstanding, beginning of period 2,576,978 $ 38.24

Granted 388,084 44.45

Exercised ( 335,444 ) 33.20

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Exercisable, end of period 1,867,039 37.64

As of December 31, 2024, we had 1,885,026 options outstanding that were exercisable with an aggregate intrinsic value of $ 10 million and weighted average remaining contractual term of approximately 4.9 years.

As of December 31, 2025, we had 1,867,039 options outstanding that were exercisable with an aggregate intrinsic value of $ 14 million and weighted average remaining contractual term of 4.5 years.

The intrinsic value of all options exercised during the year was $ 4.4 million.

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During the year ended December 31, 2025, we issued 449,308 Performance RSUs with a weighted-average grant date fair value of $ 41.01 .

The Performance RSUs are settled at the end of a 3-year performance period, with 50 % of the Performance RSUs subject to achievement based on the Company’s adjusted earnings before interest expense, taxes and depreciation and amortization, further adjusted for net deferral and recognition of revenues and related direct expenses

related to sales of VOIs of projects under construction.

The remaining 50 % of the Performance RSUs are subject to the achievement of certain contract sales targets.

As part of the Transaction Incentive Awards, we issued 275,477 Performance RSUs with a grant date fair value of $ 44.32 .

These Performance RSUs are settled at the end of a 2-year performance period commencing as of the Bluegreen Acquisition Date, with 50 % of the Performance RSUs subject to achievement based on the Company’s adjusted earnings before interest expense, taxes and depreciation and amortization, further adjusted for net deferral and recognition of revenues and related direct expenses related to sales of VOIs of projects under construction.

The remaining 50 % of the Performance RSUs are subject to the achievement of certain run rate cost savings.

These Performance RSUs are subject to the executive’s continued employment with the Company.

Compensation expense will be recorded through the end of the performance period if it is deemed probable that the performance goals will be met.

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Granted 449,308 41.01

Performance achievement shares adjustment (1)

272,160 40.96

( 714,604 ) 41.03

Forfeited, canceled or expired ( 20,178 ) 44.27

Outstanding, end of period 979,139 43.41

(1) Reflects the number of shares achieved above target, based on actual performance as determined at the completion of the performance period for the August 2021 and March 2022 Performance RSU grants

Employee Stock Purchase Plan

In March 2017, the Board of Directors adopted the Hilton Grand Vacations Inc.

Employee Stock Purchase Plan (the “ESPP”), which became effective during 2017.

In connection with the Plan, we reserved 2.5 million shares of common stock which may be purchased under the ESPP.

The ESPP allows eligible employees to purchase shares of our common stock at a price per share not less than 95 % of the fair market value per share of common stock on the purchase date, up to a maximum threshold established by the plan administrator for the offering period.

For the year ended December 31, 2022, we issued 121,095 shares and recognized less than $ 1 million of compensation expense related to this plan.

During the fourth quarter of 2022, the Board of Directors amended the ESPP plan to allow eligible employees to purchase shares of our common stock at a price per share not less than 85 % of the fair market value per share of common stock on the first day of the Purchase Period or the last day of the Purchase Period, whichever is lower, up to a maximum threshold established by the plan administrator for the offering period.

The amendment became effective in 2023.

During the years ended December 31, 2024 and 2023, we issued 326,330 and 221,562 shares, respectively, and recognized $ 2 million and $ 1 million of compensation expense, respectively, related to this plan.

Employee Stock Purchase Plan (the “ESPP”), which became effective during 2017 and was subsequently amended in 2022.

In connection with the ESPP, we reserved 2.5 million shares of common stock which may be purchased under the ESPP.

The ESPP allows eligible employees to purchase shares of our common stock at a price per share not less than 85 % of the fair market value per share of common stock on the first day of the Purchase Period or the last day of the Purchase Period, whichever is lower, up to a maximum threshold established by the plan administrator for the offering period.

During the years ended December 31, 2025, 2024 and 2023, we issued 404,511 , 326,330 and 221,562 shares and recognized $ 2 million, $ 2 million and $ 1 million of compensation expense related to this plan.

EARNINGS PER SHARE

The following tables present the calculation of our basic and diluted EPS and the corresponding weighted average shares outstanding referenced in these calculations for the years ended December 31, 2024, 2023, and 2022.

The following table presents the calculation of our basic and diluted EPS and the corresponding weighted average shares outstanding referenced in these calculations for the years ended December 31, 2025, 2024, and 2023.

Year Ended December 31,

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(1) Earnings per share amounts are calculated using whole numbers.

(2) There were no anti-dilutive RSUs for the years ended December 31, 2024, 2023, and 2022, respectively.

(3) There were no anti-dilutive PSUs for the years ended December 31, 2024, 2023, and 2022, respectively.

(4) Excludes approximately 1,140,000 , 818,000 and 760,000 shares of Options that would have been anti-dilutive to EPS for the years ended December 31, 2024, 2023, and 2022, respectively, under the treasury stock method.

(2) Excludes approximately 3,000 shares of RSUs that would have been anti-dilutive to EPS under the treasury stock method for the year ended December 31, 2025.

These RSUs could potentially dilute EPS in the future.

There were no anti-dilutive RSU for the years ended December 31, 2024 and 2023.

(3) There were no anti-dilutive PSUs for the years ended December 31, 2025, 2024, and 2023.

(4) Excludes approximately 1,134,000 , 1,140,000 and 818,000 shares of Options that would have been anti-dilutive to EPS for the years ended December 31, 2025, 2024, and 2023, under the treasury stock method.

These Options could potentially dilute EPS in the future.

Share Repurchases

On May 3, 2023, our Board of Directors approved a share repurchase program authorizing the Company to repurchase up to an aggregate of $ 500 million of its outstanding shares of common stock over a two-year period (the "2023 Repurchase Plan").

On August 7, 2024, our Board of Directors approved a new share repurchase program authorizing the Company to repurchase up to an aggregate of $ 500 million of its outstanding shares of common stock over a two-year period (the "2024 Repurchase Plan") which is in addition to the 2023 Repurchase Plan.

The repurchases can be made through any combination of open market purchases, accelerated share repurchases, privately negotiated transactions or an other permissible manner.

The timing and actual number of shares repurchased will depend on a variety of factors, including the stock price, corporate and regulatory requirements and other market and economic conditions.

The shares are retired upon repurchase.

The stock repurchase programs may be suspended or discontinued at any time and will automatically expire at the end of each plan's respective term.

As of December 31, 2024, $ 428 million remains available to be repurchased under the 2024 Repurchase Plan.

The following table summarizes stock repurchase activity under the share repurchase programs as of December 31, 2024:

On August 8, 2024, we announced that our Board of Directors approved on August 7, 2024 a share repurchase program authorizing us to repurchase up to an aggregate of $ 500 million of our outstanding shares of common stock over a two-year period (the “2024 Repurchase Plan”).

On July 31, 2025, we announced that our Board of Directors approved on July 29, 2025 a 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” and together with the 2024 Repurchase Plan, the “Repurchase Plans”), which is in addition to the 2024 Repurchase Plan.

The following table summarizes stock repurchase activity under the current and previous share repurchase programs as of December 31, 2025:

(in millions) Shares Cost

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As of December 31, 2025

From January 1, 2025, through February 20, 2025, we repurchased approximately 1.6 million shares for $ 66 million.

From January 1, 2026 through February 19, 2026, we repurchased 1.9 million shares for $ 89 million.

As of February 19, 2026, we had $ 339 million of remaining availability under the 2025 Repurchase Plan.

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Additionally, we earn commissions and other fees related to fee-for-service agreements with the investees to sell VOIs at Elara, a Hilton Grand Vacations Club and Liberty Place Charleston, a Hilton Club.

These amounts are summarized in the following table and are included in Sales, marketing, brand, and other fees on our consolidated statements of income as of the date they became related parties.

These amounts are summarized in the following table and are included in Fee-for-service commissions, package sales and other fees on our consolidated statements of income as of the date they became related parties.

Year Ended December 31,

($ in millions) 2025 2024 2023

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Commissions and other fees 164 165 204

We also had $ 5 million and $ 19 million of outstanding receivables related to the fee-for-service agreements included in Accounts receivable, net on our consolidated balance sheets as of December 31, 2024 and 2023, respectively.

We also had $ 3 million and $ 5 million of outstanding receivables related to the fee-for-service agreements included in Accounts receivable, net on our consolidated balance sheets as of December 31, 2025 and 2024.

Apollo Global Management Inc.

As part of the Diamond Acquisition in 2021, Apollo obtained more than 20 % of our common stock.

We did not have outstanding balances or any transactions due to/from Apollo as of and for the years ended December 31, 2023, and 2022, respectively.

( “ Apollo ” )

As part of the Diamond Acquisition in 2021, Apollo obtained more than 20 % of our outstanding common stock at the time of the Diamond Acquisition.

On August 12, 2025, we and certain entities managed by affiliates of Apollo Global Management, Inc.

(the “Selling Stockholders”) entered into an underwriting agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC, as representative of the underwriters named therein, including Apollo Global Securities, LLC, an affiliate of the Selling Stockholders (collectively, the “Underwriters”), in connection with the offer and sale by the Selling Stockholders of 8,050,000 shares of our common stock (including 1,050,000 shares at the option of the Underwriters) (the “Offering”).

As part of the Offering, we repurchased, and subsequently retired, 933,488 shares of our common stock under our Share Repurchase Plans from the Underwriters (the “Share Repurchase”) for an aggregate purchase price of $ 40 million (or $ 42.85 per share), which was the same per share price paid by the Underwriters to the Selling Stockholders.

The Offering and the Share Repurchase were completed on August 14, 2025.

During the year ended December 31, 2025, we billed Apollo for $ 2 million of reimbursable expenses, for which payment was received in January 2026.

During the year ended December 31, 2024, we received a reimbursement from Apollo of approximately $ 1 million for expenses incurred on their behalf.

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We define Adjusted EBITDA as EBITDA, 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;

(ii) debt restructurings/retirements;

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

(ii) debt restructurings/

(iii) non-cash impairment losses;

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

The following table below presents revenues for our reportable segment results which include the acquired Grand Islander and Bluegreen operations, within both segments and as of their respective acquisition dates, reconciled to consolidated amounts:

The table below presents revenues for our reportable segment results which include the acquired Grand Islander and Bluegreen operations, within both segments as of their respective acquisition dates, reconciled to consolidated amounts:

Year Ended December 31,

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

Other (loss) gain, net

( 11 ) 2 ( 1 )

Other gain (loss), net

Interest expense ( 311 ) ( 329 ) ( 178 )

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We have fulfilled certain arrangements with developers where we were committed to purchase vacation ownership units or other real estate at a future date to be marketed and sold under our Hilton Grand Vacations brand.

As of December 31, 2024, we were committed to purchase approximately $ 15 million of inventory over a period of 2 years and $ 21 million of other commitments in the normal course of business.

We are also committed to an agreement to exchange parcels of land in Hawaii, subject to the successful completion of zoning, land use requirements and other applicable regulatory requirements.

As of December 31, 2025, we were committed to purchase $ 226 million of inventory over a period of 10 years and $ 43 million of other commitments in the normal course of business.

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

During the years ended December 31, 2024, 2023 and 2022, we fulfilled $ 63 million, $ 156 million and $ 92 million, respectively, of purchases required under our inventory commitments.

During the fourth quarter of 2025, we fulfilled our commitment to exchange parcels of land in Hawaii due to the successful completion of zoning, land use requirements and other applicable regulatory requirements.

During the years ended December 31, 2025, 2024 and 2023, we fulfilled $ 40 million, $ 63 million and $ 156 million, of purchases required under our inventory commitments.

As of December 31, 2025, our remaining obligations pursuant to these arrangements were expected to be incurred as follows:

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Total $ 73 $ 50 $ 95 $ 86 $ 107 $ 143 $ 554

(1) Includes commitments for a property in Missouri.

(2) Primarily relates to commitments related to information technology and sponsorships.

(1) Commitments for properties in Missouri, New York and Tennessee.

(2) For the property in New York, the payments are subject to the seller obtaining the inventory and providing clear title.

(3) For the property in Tennessee, we have the option to extend the full purchase of inventory up to 2033 pursuant to the terms of the purchase agreement.

(4) Primarily relates to commitments for information technology and sponsorships.

Litigation Contingencies

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We record a contingent litigation liability when it is determined that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

As of December 31, 2024, and 2023, we accrued liabilities of approximately $ 7 million and $ 123 million, respectively, for all legal matters.

In March 2022, there was a judgment entered against Diamond in connection with a case filed in 2015 ( O'Malley v.

Diamond Resorts Management, Inc.

During the first quarter of 2024, the judgment entered in O’Malley v.

Diamond Resorts Management, Inc.

was fully satisfied for approximately $ 104 million.

Of this $ 104 million, we made a payment of approximately $ 50 million and our insurance policies covered the remaining $ 54 million.

Since we received the portion from our insurance policies, we no longer have an insurance claim receivable within Accounts receivable, net in our consolidated balance sheet as of December 31, 2024.

During the years ended December 31, 2024, 2023 and 2022, we recognized charges of approximately $ 2 million, $ 33 million and $ 15 million, respectively, to General and administrative in our consolidated statements of income that represents the amount of the settlement liability not deemed probable of recovery from the insurance carriers, prior to the full settlement of the matter.

In May 2024, we settled an additional legal matter for approximately $ 13 million that was previously recorded in Accounts payable and accrued expenses.

On July 22, 2024, an adverse interim award was entered in an arbitration related to a matter that existed as of the Bluegreen Acquisition Date involving Bluegreen Vacations Unlimited, Inc., a Bluegreen subsidiary, in connection with an alleged breach of a purchase and sale agreement for The Manhattan Club property in New York, New York.

Prior to any decision by the arbitration panel on potential damages for breach, the interim award allowed Bluegreen to propose a cure for the breach.

As of December 31, 2025 and 2024, we had accrued liabilities of $ 8 million and $ 7 million for all legal matters.

On July 22, 2024, an adverse interim award was entered in an arbitration related to a matter that existed as of the Bluegreen Acquisition Date involving Bluegreen Vacations Unlimited, Inc.

(“BVU”), a Bluegreen subsidiary, in connection with an alleged breach of a purchase and sale agreement for The Manhattan Club property in New York, New York.

Prior to any decision by the arbitration panel on potential damages for breach, the interim award allowed BVU to propose a cure for the breach.

We and the opposing party both proposed forms of cure to the arbitration panel.

On February 10, 2025, the arbitration panel issued a decision on what is required to cure, which involves purchases of inventory and assuming the management agreement at The Manhattan Club.

We are proceeding towards complying and curing, with the first steps of cure having been completed on February 20, 2025 and February 26, 2025.

We also filed a petition to vacate the interim award in the United States District Court for the Southern District of New York.

The petition was recently denied as premature.

However, the order provides that once the panel issues a final award (rather than an interim award), the Company may file a new petition.

On February 10, 2025, the arbitration panel issued a decision on what is required to cure, which included purchases of inventory and assuming the management agreement at The Manhattan Club.

We completed the first steps of cure on February 20, 2025 and February 26, 2025, and intend to continue with cure.

As part of the cure, the management agreement was assumed during the first quarter of 2025 for $ 47.5 million in exchange for a note payable.

Additionally, the cure provided for BVU to purchase $ 7.5 million of inventory per quarter beginning February 26, 2025 until all missed quarterly purchases of inventory between October 2019 and February 10, 2025 have been completed totaling approximately $ 39 million, subject to the opposing party being able to obtain the inventory and providing clear title.

Once cured, the quarterly inventory purchase commitment will be approximately $ 1.9 million through May 2035, subject to the opposing party being able to obtain the inventory and providing clear title.

The inventory commitment related to this matter is included in the table above within the inventory purchase obligations.

There were no legal accruals for this matter as of December 31, 2025.

While we currently believe that the ultimate outcome of these proceedings, individually and in the aggregate, will not have a material effect on the Company’s financial condition, cash flows, or materially adversely affect overall trends in our results of operations, legal proceedings are inherently uncertain and unfavorable rulings could, individually or in aggregate, have a material adverse effect on the Company’s business, financial condition or results of operations.

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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, subsidy and construction related bonds.

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.

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid for interest, net was $ 354 million, $ 187 million and $ 175 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Cash paid for income taxes, net of refunds, was $ 36 million, $ 187 million and $ 141 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Cash paid for interest on our corporate debt, net was $ 297 million, $ 354 million and $ 187 million for the years ended December 31, 2025, 2024 and 2023.

Cash paid for income taxes, net of refunds, was $ 154 million, $ 36 million and $ 187 million for the years ended December 31, 2025, 2024 and 2023.

The following table summarizes domestic and foreign components of cash taxes paid by material jurisdiction for the year ended December 31, 2025.

Year Ended December 31, 2025

($ in millions)

Total taxes paid

(1) State and local taxes in Florida, Hawaii and New York City comprise the majority (greater than 50 percent) of the net cash taxes paid.

The following non-cash activities were excluded from the consolidated statements of cash flows:

• In 2025, we recorded non-cash operating activity transfers, net of $ 82 million related to the registrations for timeshare units under construction from Property and equipment, net to Inventory, pertaining to properties in Japan and Hawaii.

• In 2024, we recorded non-cash operating activity transfers, net of $ 271 million related to the registrations for timeshare units under construction for from Property and equipment, net to Inventory, pertaining to properties in Hawaii and South Carolina.

• In 2023, we completed the acquisition of Grand Islander, by exchanging 100 % of the outstanding equity interests of Grand Islander for $ 117 million.

The purchase price of $ 117 million included cash consideration, as well as 4 million of non-cash consideration attributable to the effective settlement of a pre-existing relationship based on the contract value.

The purchase price of $ 117 million included cash consideration and $ 4 million of non-cash consideration attributable to the effective settlement of a pre-existing relationship based on the contract value.

• In 2023, we recorded non-cash operating activity transfer of $ 20 million to Property and equipment, net, related to the purchase of units in South Carolina, of which $ 17 million was accrued within Accounts payable, accrued expenses and other and the remaining $ 3 million was an inventory deposit in Other Assets .

• In 2023, we recorded non-cash operating activity transfers of $ 92 million related to the registrations for timeshare units under construction from Property and equipment, net to Inventory , pertaining to properties in Hawaii.

• In 2022, we recorded non-cash operating activity transfer of $ 48 million related to certain undeveloped land and infrastructure that was previously recorded within the classification of Land and infrastructure held for sale to Property and equipment, net .

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 %.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

1 unchanged sentence

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 8. Financial Statements and Supplementary Data