What changed in this filing

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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-03-03 · 63 added, 81 removed, 254 unchanged (36% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Acting Chief Financial Officer, does not expect that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) or our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) will prevent all errors and all fraud.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) or our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) will prevent all errors and all fraud.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

6 unchanged sentences

Also, projections of any evaluation of effectiveness of controls and procedures to future periods are subject to the risk that the controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the controls and procedures may have deteriorated.

In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this annual report, an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Acting Chief Financial Officer, of the effectiveness of our disclosure controls and procedures.

Based on that evaluation, our Chief Executive Officer and Acting Chief Financial Officer concluded that our disclosure controls and procedures, as of the end of the period covered by this annual report, were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to our management, including the Chief Executive Officer and Acting Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Remediation of Previously Reported Material Weakness

We previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024, a material weakness in our internal controls over financial reporting for the year ended December 31, 2023, related to ineffectively designed general information technology controls over user access for an IT application used to initiate revenue and inventory transactions.

As a result, process-level automated controls and manual controls that are dependent on the completeness and accuracy of information derived from the affected IT application were also ineffective.

Throughout the year ended December 31, 2024, our management executed upon its previously disclosed remediation plan, which included:

(i) a comprehensive review of user access and levels across all software platforms, (ii) updating software as appropriate, (iii) updating and confirming appropriate user access levels, (iv) enhancing and revising the design of existing information technology controls and procedures, and (v) adding additional controls and processes as necessary to support internal controls over financial reporting.

Our management completed testing of the implemented controls during the quarter ended December 31, 2024, and found them to be operating effectively.

As a result, management has concluded that the material weakness in internal control over financial reporting has been remediated as of December 31, 2024.

In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this annual report, an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of the end of the period covered by this annual report, were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

1 unchanged sentence

Management's report on internal control over financial reporting is incorporated in this Item 9A by reference.

During the first quarter of 2024, we completed the Bluegreen Acquisition, which was accounted for as a business combination.

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 Vacations Holding Corporation 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.

Changes in Internal Control Over Financial Reporting

Other than changes made to integrate the Bluegreen acquisition into our controls over financial reporting, there were no other changes in our internal controls over financial reporting during the fourth quarter of 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting during the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

46 unchanged sentences

4.5 Form of 4.875% Note due 2031 (included in Exhibit 4.4).

4.6 I nde n ture, dated as of January 17, 2024, among Hilton Grand Vacations Borrower LLC, Hilton Grand Vacations Borrower Inc., Hilton Grand Vacations Inc., Hilton Grand Vacations Parent LLC, the Subsidiary Guarantors a party thereto and Wilmington Trust, National Association, as Trustee and Notes Collateral Agent.

(incorporated b y reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K (File No.

4.6 Indenture, dated as of January 17, 2024, among Hilton Grand Vacations Borrower LLC, Hilton Grand Vacations Borrower Inc., Hilton Grand Vacations Inc., Hilton Grand Vacations Parent LLC, the Subsidiary Guarantors a party thereto and Wilmington Trust, National Association, as Trustee and Notes Collateral Agent.

(incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K (File No.

001-37794) filed on January 17, 2024).

4 unchanged sentences

001-37794) filed on January 4, 2017).

10.2(a) Amended and Restated License Agreement, dated as of March 10, 2021, by and between Hilton Worldwide Holdings Inc.

and Hilton Grand Vacations Inc.

(incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.

001-37794) filed on March 11, 2021).

10.2(b) First Amendment to Amended and Restated License Agreement, dated as of April 4, 2022, by and between Hilton Worldwide Holdings Inc., as the licensor, and Hilton Grand Vacations, as the licensee (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37794) filed on April 7, 2022)

Second Amendment to Amended and Restated License Agreement, dated as of November 5, 2023, by and between Hilton Worldwide Holdings Inc.

and Hilton Grand Vacations, Inc.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Current on Form 8-K (File No.

001-37794) filed on November 7, 2023)

T hird Amendment t o Amended and Restated License Agreement, dated as of January 16, 2024, by and be tween Hilton Worldwide Holdings Inc., and Hilton Grand Vacations Inc.

(incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K (File No.

001-37794) filed on January 17, 2024).

Second Amended and Restated License Agreement, dated as of November 6, 2024, by and between Hilton Worldwide Holdings Inc.

2 unchanged sentences

001-37794) filed on November 8, 2024).

First Amendment to Second Amended and Restated License Agreement, dated as of December 24, 2025, by and between Hilton Worldwide Holdings Inc.

and Hilton Grand Vacations Inc.

Amended and Restated Receivables Loan Agreement, dated as of May 3, 2022, among Hilton Grand Vacations Trust I LLC, as borrower, Wells Fargo Bank, National Association, as paying agent and securities intermediary, the persons from time to time party thereto as conduit lenders, the financial institutions from time to time party thereto as committed lenders, the financial institutions from time to time party thereto as managing agents, and Bank of America, N.A., as administrative agent and structuring agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37794 ) filed on May 4, 2022).

First Amendment to Amended and Restated Receivables Loan Agreement, effective as of August 8, 2023, by and among Hilton Grand Vacations Trust I LLC , as b orrower, the financial institutions signatory thereto as m anaging a gents, the financial institutions signatory thereto as c onduit l enders, the financial institutions signatory thereto as c ommitted l enders, Bank of America, N.A.

as a dministrative a gent and s tructuring a gent, and Computershare Trust Company N.A.

as s ecurities i ntermediary, p aying a gent, b ackup s ervicer and c ustodian (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly on Form 10-Q (File No.

First Amendment to Amended and Restated Receivables Loan Agreement, effective as of August 8, 2023, by and among Hilton Grand Vacations Trust I LLC, as borrower, the financial institutions signatory thereto as managing agents, the financial institutions signatory thereto as conduit lenders, the financial institutions signatory thereto as committed lenders, Bank of America, N.A.

as administrative agent and structuring agent, and Computershare Trust Company N.A.

as securities intermediary, paying agent, backup servicer and custodian (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly on Form 10-Q (File No.

001-37794) filed on November 6, 2023).

O mnibus Amendment No.

2 to Amended and Restated Receivables Loan Agreement, effective as of March 22, 2024, by and among Hilton Grand Vacations Trust I LLC, as borrower, the financial institutions signatory thereto as managing agents, the financial institutions si gnatory thereto as conduit lenders, the financial institutions signatory thereto as committed lenders, Bank of America, N.A., as administrative agent, and Computershare Trust Company N.A., as securities intermediary and paying agent (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q (File No.

Omnibus Amendment No.

2 to Amended and Restated Receivables Loan Agreement, effective as of March 22, 2024, by and among Hilton Grand Vacations Trust I LLC, as borrower, the financial institutions signatory thereto as managing agents, the financial institutions signatory thereto as conduit lenders, the financial institutions signatory thereto as committed lenders, Bank of America, N.A., as administrative agent, and Computershare Trust Company N.A., as securities intermediary and paying agent (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q (File No.

001-37794) filed on May 9, 2024).

O mnibus Amendment No.

3 to the Amended and Restated Receivables Loan Agreement, effective as of November 15, 2024, by and among Hilton Grand Vacations Trust I LLC, as borrower, the finan cial institutions signatory thereto as managing agents, the financial institutions signatory thereto as conduit lenders, the financial institutions signatory thereto as committed lenders, Bank of America, N.A., as administrative agent, and Computershare Trust Company N.A., as securities intermediary and paying agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No.

Omnibus Amendment No.

3 to the Amended and Restated Receivables Loan Agreement, effective as of November 15, 2024, by and among Hilton Grand Vacations Trust I LLC, as borrower, the financial institutions signatory thereto as managing agents, the financial institutions signatory thereto as conduit lenders, the financial institutions signatory thereto as committed lenders, Bank of America, N.A., as administrative agent, and Computershare Trust Company N.A., as securities intermediary and paying agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No.

001-37794) filed on November 18, 2024).

Amendment No.

4 to the Amended and Restated Receivables Loan Agreement, effective as of July 23, 2025, by and among Hilton Grand Vacations Trust I LLC, as borrower, the financial institutions signatory thereto as managing agents, the financial institutions signatory thereto as conduit lenders, the financial institutions signatory thereto as committed lenders, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37794) filed on October 30, 2025).

10.4(a)† Hilton Grand Vacations Inc.

4 unchanged sentences

001-37794) filed on March 24, 2017).

H ilton Grand Vacations Inc.

Hilton Grand Vacations Inc.

2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q (file No.

001-37794) filed on May 9, 2024).

10.5† Hilton Grand Vacations Inc.

2017 Stock Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on Form 8-K (File No.

001-37794) filed on January 4, 2017).

10.6(a)† Severance Agreement, dated April 17, 2017, between Mark D.

Severance Agreement, dated April 17, 2017, between Mark D.

Wang and Hilton Grand Vacations Inc.

1 unchanged sentence

001-37794) filed on April 17, 2017).

10.6(b)† Severance Agreement, dated April 17, 2017, between Charles R.

Severance Agreement, dated April 17, 2017, between Charles R.

Corbin and Hilton Grand Vacations, Inc.

1 unchanged sentence

001-37794) filed on August 3, 2017).

10.6(c)† Severance Agreement, dated effective as of November 28, 2018, between Daniel J.

Severance Agreement, dated effective as of November 28, 2018, between Daniel J.

Mathewes and Hilton Grand Vacations Inc.

1 unchanged sentence

001-37794) filed on February 28, 2019).

10.6(d)† Severance Agreement, dated effective as of December 3, 2018, between Gordon S.

Severance Agreement, dated effective as of December 3, 2018, between Gordon S.

Gurnik and Hilton Grand Vacations Inc.

1 unchanged sentence

001-37794) filed on February 28, 2019).

10.6(e) † Severance Agreement, effective as of October 7, 2020, by and between Hilton Grand Vacations Inc.

and Jorge Pablo Brizi.

(incorporated by reference to Exhibit 10.10j to the Registrant’s Registration Statement on Form 10-K (File No.

001-37794) filed on March 1, 2021).

Severance Agreement, effective as of September 15, 2025, by and between Hilton Grand Vacations Inc.

and Pia Cornejo.

Form of Indemnification Agreement entered into between Hilton Grand Vacations Inc.

4 unchanged sentences

001-37794) filed on March 1, 2023).

10.9(a)† Form of Restricted Stock Unit Agreement under Hilton Grand Vacations Inc.

Form of Restricted Stock Unit Agreement under Hilton Grand Vacations Inc.

2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37794) filed on March 15, 2017).

10.9(b)† Form of Restricted Stock Unit Agreement for Mr.

Form of Restricted Stock Unit Agreement for Mr.

Mark Wang under Hilton Grand Vacations Inc.

1 unchanged sentence

001-37794) filed on May 16, 2018).

10.10(a)† Form of Nonqualified Stock Option Agreement under Hilton Grand Vacations Inc.

Form of Nonqualified Stock Option Agreement under Hilton Grand Vacations Inc.

2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.

11 unchanged sentences

001-37794) filed on April 27, 2023).

10.11(a)† Form of Performance and Service Based Restricted Stock Unit Agreement (for use for all named executive officers other than Mr.

Form of Performance and Service Based Restricted Stock Unit Agreement (for use for all named executive officers other than Mr.

Mark Wang) under Hilton Grand Vacations Inc.

1 unchanged sentence

001-37794) filed March 8, 2018).

10.11(b)† Form of Amended and Restated Performance and Service Based Restricted Stock Unit Agreement (for use for all named executive officers other than Mr.

Form of Amended and Restated Performance and Service Based Restricted Stock Unit Agreement (for use for all named executive officers other than Mr.

Mark Wang) under Hilton Grand Vacations Inc.

1 unchanged sentence

001-37794) filed on August 9, 2018).

10.11(c)† Form of Performance and Service Based Restricted Stock Unit Agreement for Mr.

Form of Performance and Service Based Restricted Stock Unit Agreement for Mr.

Mark Wang under Hilton Grand Vacations Inc.

1 unchanged sentence

001-37794) filed on May 16, 2018).

10.11(d)† Form of Amended and Restated Performance and Service Based Restricted Stock Unit Agreement for Mr.

Form of Amended and Restated Performance and Service Based Restricted Stock Unit Agreement for Mr.

Mark Wang under Hilton Grand Vacations Inc.

1 unchanged sentence

001-37794) filed on August 9, 2018).

10.11(e)† Form of Second Amended and Restated Performance and Service Based Restricted Stock Unit Agreement under the Hilton Grand Vacations Inc.

Form of Second Amended and Restated Performance and Service Based Restricted Stock Unit Agreement under the Hilton Grand Vacations Inc.

2017 Omnibus Incentive Plan (for use for all named executive officers other than Mr.

1 unchanged sentence

001-37794) filed on April 30, 2020).

10.11(f) † Form of Second Amended and Restated Performance and Service Based Restricted Stock Unit Agreement for Mr.

Form of Second Amended and Restated Performance and Service Based Restricted Stock Unit Agreement for Mr.

Mark Wang under the Hilton Grand Vacations Inc.

1 unchanged sentence

001-37794) filed on April 30, 2020).

10.11(g)† Form of Second Amended and Restated Performance and Service Based Restricted Stock Unit Agreement for Mr.

Form of Second Amended and Restated Performance and Service Based Restricted Stock Unit Agreement for Mr.

Mark Wang under the Hilton Grand Vacations Inc.

1 unchanged sentence

001-37794) filed on April 30, 2020).

10.11(h)† Form of Performance and Service-Based Restricted Stock Unit Agreement (for Mr.

Form of Performance and Service-Based Restricted Stock Unit Agreement (for Mr.

Wang)(incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.

7 unchanged sentences

001-37794) filed on May 4, 2017).

F orm of Special Transaction Incentive Performance Cash Award Agreement under the Hilton Grand Vacations Inc.

Form of Special Transaction Incentive Performance Cash Award Agreement under the Hilton Grand Vacations Inc.

2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q (File No.

001-37794) filed on May 9, 2024).

F orm of Special Transaction Incentive Performance Cash Award Agreem ent (for the CEO) under the Hilton Grand Vacations Inc.

2023 Om nibus Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q (File No.

Form of Special Transaction Incentive Performance Cash Award Agreement (for the CEO) under the Hilton Grand Vacations Inc.

2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q (File No.

001-37794) filed on May 9, 2024).

F orm of Special Transaction Incentive Performance and Service-Based Restricted Stock Unit Agreement under the Hilton Grand Vacations Inc.

2023 Omnibus Incentive Plan (inc orporated by reference to Exhibit 10.7 to the Registrant's Quarterly Report on Form 10-Q (File No.

Form of Special Transaction Incentive Performance and Service-Based Restricted Stock Unit Agreement under the Hilton Grand Vacations Inc.

2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.7 to the Registrant's Quarterly Report on Form 10-Q (File No.

001-37794) filed on May 9, 2024).

F orm of Special Transaction In centive Performance and Service-Based Restricted Stock Unit Agreem ent (for the CEO) under the Hilton Grand Vacations Inc.

Form of Special Transaction Incentive Performance and Service-Based Restricted Stock Unit Agreement (for the CEO) under the Hilton Grand Vacations Inc.

2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.8 to the Registrant's Quarterly Report on Form 10-Q (File No.

34 unchanged sentences

001-37794) filed on October 9, 2024).

H ilton Grand Vacations Inc.

Execu tive Deferred Compensation Plan.

(incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No.

Amendment No.

8 to the Credit Agreement, dated as of January 31, 2025, by and among Hilton Grand Vacations Inc., Hilton Grand Vacations Parent LLC, Hilton Grand Vacations Borrower LLC, the guarantors from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No.

001-37794) filed on February 3, 2025.

Amendment No.

9 to the Credit Agreement, dated as of April 11, 2025, by and among Hilton Grand Vacations Borrower LLC, Bank of America, N.A.

and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37794) filed on July 31, 2025).

Hilton Grand Vacations Inc.

Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No.

001-37794) filed on November 8, 2021).

H ilton Grand Vacations Inc.

Incentive Program (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on F orm 8-K (File No.

Hilton Grand Vacations Inc.

Incentive Program (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No.

001-37794) filed on March 10, 2023).

H ilton Grand Vacations Inc.

2023 Omnibus Incentive P lan (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No.

Hilton Grand Vacations Inc.

2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No.

001-37794) filed on May 3, 2023).

F orm of R estricted Stock Unit Agreement Under Hilton Grand Vacations Inc.

Form of Restricted Stock Unit Agreement Under Hilton Grand Vacations Inc.

2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q (File No.

18 unchanged sentences

001-37794) filed on August 3, 2023).

I nsider Trading Policy

S ubsidiaries of the Registrant.

Insider Trading Policy

Subsidiaries of the Registrant.

23.1* Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

13 unchanged sentences

101.PRE*** Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104 The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, has been formatted in Inline XBRL.

104 Cover Page Interactive Data File (formatted as in Inline XBRL and contained in Exhibit 101).

* Filed herewith.

2 unchanged sentences

† Denotes management contract or compensatory plan or arrangement.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 3 rd day of March 2025.

HILTON GRAND VACATIONS INC.

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on this 3 rd day of March 2025.

Signature Title

1 unchanged sentence

Wang (principal executive officer)

Executive Vice President, Finance & Acting Chief Financial Officer

/s/ Daniel J.

President and Chief Financial Officer

(principal financial officer)

15 unchanged sentences

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 9A. Controls and Procedures