What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-04-30 compared with 2025-10-30 · 105 added, 156 removed, 380 unchanged (41% of the section changed)

31 unchanged sentences

This Quarterly Report on Form 10-Q includes discussion of key business operational metrics, including contract sales, tour flow, and volume per guest (“VPG”).

See “Key Business and Financial Metrics” and “Results of Operations” for a discussion of the meanings of these terms, the Company’s reasons for providing the applicable non-GAAP financial measures, and reconciliations of non-GAAP financial measures to measures calculated in accordance with U.S.

See “Key Business and Financial Metrics” and “Reconciliation of Non-GAAP Measures to GAAP Measures” for a discussion of the meanings of these terms, the Company’s reasons for providing the applicable non-GAAP financial measures, and reconciliations of non-GAAP financial measures to measures calculated in accordance with U.S.

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 (the “Bluegreen Acquisition Date”), we completed the acquisition of Bluegreen Vacations Holding Corporation (“Bluegreen”) (the “Bluegreen Acquisition”).

Our operations primarily consist of:

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

As of September 30, 2025, we have over 200 properties located in the United States (“U.S.”), Europe, Canada, the Caribbean, Mexico, and Asia.

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

As of March 31, 2026, 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, California , South Carolina, Arizona, Nevada and Virginia.

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

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

During the third quarter of 2025, we began rebranding certain Bluegreen properties to Hilton Grand Vacations brands.

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

As of September 30, 2025, we had more than 720,000 members across our Club offerings.

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

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

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

As of March 31, 2026, we had more than 720,000 members across our Club offerings.

Based on the type of Club membership, members have the flexibility to exchange their VOIs for stays at Hilton Grand Vacations resorts, properties in the Hilton system of 27 industry-leading brands with over 9,100 properties, or affiliated properties, as well as numerous experiential vacation options, such as cruises and guided tours, or they have the option to exchange their VOI for various other timeshare resorts throughout the world through an external exchange program, including travel services options.

We operate our business across two segments:

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Real Estate Sales and Financing

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

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

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

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

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

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

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

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

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

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Both sales of owned inventory and fee-for-service sales generate long-term, predictable fee streams, by adding to the Club membership base and properties under management, that generate strong returns on invested capital.

For the nine months ended September 30, 2025, sales from fee-for-service and just-in-time inventory were 17%, and 10% of contract sales, respectively.

For the three months ended March 31, 2026, sales from fee-for-service and just-in-time inventory were 17%, and 6% of contract sales.

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

The estimated contract sales value related to our inventory that is either currently available for sale or that will be made available for sale in the future at planned projects is $14.1 billion at current pricing.

Capital efficient arrangements, comprised of our fee-for-service and just-in-time inventory, represented approximately 32% of that supply.

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

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

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

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

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

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

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

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

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

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

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

HGV is party to an exclusive marketing agreement with Bass Pro that provides HGV with the right to market and sell vacation packages at kiosks in Bass Pro’s and Cabela’s retail locations and through other means.

This agreement became effective on the Bluegreen Acquisition Date.

As of September 30, 2025, HGV had sales and marketing operations at a total of 141 Bass Pro Shops and Cabela’s Stores, including 7 virtual kiosks.

As of March 31, 2026, HGV had sales and marketing operations at a total of 144 Bass Pro Shops and Cabela’s Stores, including 7 virtual kiosks.

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

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

For the nine months ended September 30, 2025, 73% of our contract sales were to our existing owners, compared to 70% for the nine months ended September 30, 2024.

For the three months ended March 31, 2026 and 2025, 74% and 75% of our contract sales were to our existing owners.

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

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

Financing propensity was 66% and 69% for the nine months ended September 30, 2025 and 2024, respectively.

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

Financing propensity was 67% and 64% for the three months ended March 31, 2026 and 2025.

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

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

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

Nine Months Ended September 30,

Three Months Ended March 31,

Weighted-average FICO score (1)

(1) During the first quarter of 2026, we updated our credit quality indicator disclosures to the use of a single FICO score from average FICO score which is reflected in the table above.

Prepayment is permitted without penalty.

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We measure our performance using the following key operating metrics:

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

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

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

While we do not record the purchase price of sales of VOI products developed by fee-for-service partners as revenue in our condensed consolidated financial statements, rather recording the commission earned as revenue in accordance with U.S.

While we do not record the purchase price of sales of VOI products developed by fee-for-service partners as revenue in our unaudited condensed consolidated financial statements, rather recording the commission earned as revenue in accordance with U.S.

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

We believe that the presentation of contract sales on a combined basis (fee-for-service, just-in-time, developed and points-based) is most appropriate for the purpose of the operating metric;

additional information regarding the split of contract sales, is included in “—Real Estate” below.

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

• Tour flow represents the number of sales presentations given at our sales centers during the period.

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EBITDA, presented herein, is a financial measure that is not recognized under U.S.

GAAP that reflects net income (loss), before interest expense (excluding non-recourse debt), a provision for income taxes and depreciation and amortization.

GAAP that reflects net income, before interest expense (excluding non-recourse debt), a provision for income taxes and depreciation and amortization.

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

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

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

(ii) debt restructurings/retirements;

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

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

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

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

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and (ii) EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders are frequently used by securities analysts, investors and other interested parties as a common performance measure to compare results or estimate valuations across companies in our industry.

EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders have limitations as analytical tools and should not be considered either in isolation or as a substitute for net income (loss), cash flow or other methods of analyzing our results as reported under U.S.

EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders have limitations as analytical tools and should not be considered either in isolation or as a substitute for net income, cash flow or other methods of analyzing our results as reported under U.S.

Some of these limitations are:

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

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

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

GAAP financial measures.

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Financing profit margin is calculated as a percentage by dividing financing profit by financing revenue.

We consider this to be an important non-GAAP operating measure because it measures the efficiency and profitability of our financing business in connection with our VOI sales.

We consider this

to be an important non-GAAP operating measure because it measures the efficiency and profitability of our financing business in connection with our VOI sales.

• Resort and club management profit represents resort and club management revenue, net of resort and club management expense, both of which correspond to the applicable line items from our unaudited condensed consolidated statements of income.

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Each of the foregoing four profit measures is not a recognized term under U.S.

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

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

In addition, our calculation of such measures may not be comparable to similarly titled measures of other companies.

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

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

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

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

GAAP financial measures.

Real Estate Sales Operating Metrics

Three Months Ended September 30, Variance (1)

Nine Months Ended September 30, Variance (1)

Three Months Ended March 31, Variance

($ in millions, except Tour flow and VPG) 2026 2025 $ %

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Reportability and other:

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

(99) 49 (148) NM (307) 38 (345) NM

(53) (23) (30) NM (133) (85) (48) 56.5

Net (deferrals) of sales of VOIs under construction (2)

(25) (126) 101 (80.2)

(30) (34) 4 (11.8)

Sales of VOIs, net $ 455 $ 378 $ 77 20.4

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VPG $ 3,778 $ 4,111 $ (333)

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

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

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

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

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

Contract sales increased $130 million for the three months ended September 30, 2025, compared to the same period in 2024, primarily due to a 14.7% increase in VPG and new inventory available for sale.

Contract sales increased $297 million for the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to a 13.4% increase in VPG and new inventory available for sale.

Contract sales decreased $2 million for the three months ended March 31, 2026, compared to the same period in 2025, primarily due to a 8.1% decrease in VPG offset by an increase in tour flow of 8.5%.

Net Construction Deferral Activity

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In periods where Sales of VOIs and related direct costs of projects under construction are deferred, margin percentages will generally contract as the indirect marketing and selling costs associated with these sales are recognized as incurred in the current period.

In periods where previously deferred Sales of VOIs and related direct costs are recognized upon construction completion, margin percentages will generally expand as the indirect marketing and selling costs associated with these sales were recognized in prior periods.

sales were recognized in prior periods.

The following table represents deferrals and recognitions of Sales of VOI revenue and direct costs for properties under construction:

Three Months Ended September 30, Variance Nine Months Ended September 30, Variance

Three Months Ended March 31, Variance

($ in millions) 2026 2025 $

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Net Cost of VOI sales (deferrals) recognitions

(26) 15 (41) (86) 10 (96)

Sales and marketing expense (deferrals) (11) (21) 10

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Net Sales and marketing expense (deferrals) recognitions

(16) 7 (23) (51) 6 (57)

Net construction (deferrals) recognitions

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Results of Operations

Three and Nine Months Ended September 30, 2025 Compared with the Three and Nine Months Ended September 30, 2024

Three Months Ended March 31, 2026 Compared with the Three Months Ended March 31, 2025

Segment Results

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

Three Months Ended September 30, Variance Nine Months Ended September 30, Variance

Three Months Ended March 31, Variance

($ in millions) 2026 2025 $ %

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Real Estate Sales and Financing Segment

Three Months Ended September 30, Variance Nine Months Ended September 30, Variance

Three Months Ended March 31, Variance

($ in millions) 2026 2025 $ %

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Fee-for-service commissions 71 68 3 4.4

94 83 11 13.3 246 235 11 4.7

Sales revenue 526 446 80 17.9

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25.5 % 15.7 %

(1) Excluding the marketing revenue and other fees adjustment, Real estate profit margin was 18.3% and 23.6% for the three months ended September 30, 2025 and 2024, respectively, and 17.0% and 21.8% for the nine months ended September 30, 2025 and 2024, respectively.

Sales revenue decreased $66 million, for the three months ended September 30, 2025, compared to the same period in 2024, primarily due to net deferrals of $99 million in 2025 compared to a net recognition of $49 million in 2024, and increases in sales incentives of $22 million and the provision for receivable losses of $12 million, partially offset by an increase in contract sales excluding fee-for-service of $113 million.

Sales revenue decreased $128 million, for the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to net deferrals of $307 million in 2025 compared to a net recognition of $38 million in 2024, and increases in sales incentives of $36 million and the provision for receivable losses of $21 million, partially offset by an increase in contract sales excluding fee-for-service of $275 million.

Real estate expense decreased $20 million, for the three months ended September 30, 2025, compared to the same period in 2024, primarily due to net deferrals of $42 million in 2025 compared to net recognitions of $22 million in 2024, partially offset by an increases in selling expenses of $31 million and costs of contract sales excluding fee-for-service of $14 million.

Real estate expense decreased $15 million, for the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to net deferrals of $137 million in 2025 compared to net recognitions of $16 million in 2024,

partially offset by an increases in selling expenses of $94 million and costs of contract sales excluding fee-for-service of $43 million.

Three Months Ended September 30, Variance

Nine Months Ended September 30, Variance

(1) Excluding the package sales and other fees adjustment, Real estate profit margin was 21.8% and 13.5% for the three months ended March 31, 2026 and 2025.

Sales revenue increased $80 million for the three months ended March 31, 2026, compared to the same period in 2025, primarily due to a net construction deferral of $25 million in 2026 compared to a net construction deferral of $126 million in 2025, partially offset by increases in the provision for receivable losses of $17 million and sales incentives of $14 million.

Real estate expense increased $16 million for the three months ended March 31, 2026, compared to the same period in 2025, primarily due to net construction deferral activity of $7 million in 2026 compared to $58 million in 2025, partially offset by decreases in costs of contract sales excluding fee-for-service of $20 million and selling expenses of $14 million.

Three Months Ended March 31, Variance

($ in millions) 2026 2025 $ %

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Consumer financing interest expense

31 26 5 19.2 86 71 15 21.1

Other financing expense 18 25 (7) (28.0)

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

1 1 — — 4 5 (1) (20.0)

Financing expense 51 55 (4) (7.3)

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Financing profit margin 63.0 % 56.0 %

Financing revenue increased $23 million for the three months ended September 30, 2025, compared to the same period in 2024, primarily due to a decrease in the premium amortization of acquired timeshare financing receivables of $15 million and an increase in the average outstanding balance of the timeshare financing receivables portfolio.

Financing revenue increased $68 million, for the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to a decrease in the premium amortization of acquired timeshare financing receivables of $43 million and an increase in the average outstanding balance of the timeshare financing receivables portfolio.

Financing expense increased $8 million for the three months ended September 30, 2025, compared to the same period in 2024, primarily due to increases in consumer financing interest expense of $5 million due to an increase in the weighted average non-recourse debt balance and expenses incurred to manage our portfolios of $3 million.

Financing expense increased $34 million for the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to increases in expense incurred to manage our portfolios of $19 million and consumer financing interest expense of $15 million due to an increase in the weighted average non-recourse debt balance.

Financing revenue increased $13 million for the three months ended March 31, 2026, compared to the same period in 2025, primarily due to a decrease in the premium amortization of acquired timeshare financing receivables of $5 million and an increase in the average outstanding balance of the timeshare financing receivables portfolio.

Financing expense decreased $4 million for the three months ended March 31, 2026, compared to the same period in 2025, primarily due to a decrease in the provision for credit losses of the acquired portfolio of $7 million, offset by an increase in consumer financing interest expense of $3 million due to an increase in the average non-recourse debt balance.

Resort Operations and Club Management Segment

Resort and Club Management

Three Months Ended September 30, Variance Nine Months Ended September 30, Variance

Three Months Ended March 31, Variance

($ in millions) 2026 2025 $ %

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Resort and club management profit margin 68.1 % 70.5 %

Resort and club management revenue increased $14 million for the three months ended September 30, 2025, compared to the same period in 2024, primarily due to increases in management fee revenue of $4 million, license fee revenue of $3 million and club annual dues revenue of $2 million.

Resort and club management revenue increased $43 million for the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to increases in management fee revenue of $14 million, club annual dues revenue of $9 million and license fee revenue of $8 million.

Resort and club management expenses increased $8 million and $16 million for both the three and nine months ended September 30, 2025, compared to the same periods in 2024, primarily due to property management expenses.

Resort and club management revenue remained consistent when comparing the three months ended March 31, 2026 to the same period in 2025.

Resort and club management expenses increased $5 million for the three months ended March 31, 2026, compared to the same period in 2025, primarily due to employee-related expenses.

Rental and Ancillary Services

Three Months Ended September 30, Variance (1)

Nine Months Ended September 30, Variance (1)

Three Months Ended March 31, Variance (1)

($ in millions) 2026 2025 $ %

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Rental and ancillary services expenses 216 206 10 4.9

Rental and ancillary services profit $ (4) $ 5 $ (9) NM $ (31) $ 20 $ (51) NM

Rental and ancillary services profit $ (19) $ (19) $ — —

Rental and ancillary services profit margin (9.6) % (10.2) %

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

Rental and ancillary services revenue remained consistent for both the three and nine months ended September 30, 2025, compared to the same periods in 2024.

Rental and ancillary services expenses increased $12 million and $60 million for the three months ended September 30, 2025, compared to the same periods in 2024, primarily due to an increase in maintenance fees.

Rental and ancillary services revenue increased $10 million for the three months ended March 31, 2026, compared to the same period in 2025, primarily driven by higher transient revenue as a result of increased occupied room nights and average daily rate.

Rental and ancillary services expenses increased $10 million for the three months ended March 31, 2026, compared to the same period in 2025, primarily due to an increase in maintenance fees on unsold inventory and other rental expenses.

Other Operating Expenses

Three Months Ended September 30, Variance Nine Months Ended September 30, Variance

Three Months Ended March 31, Variance

($ in millions) 2026 2025 $ %

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License fee expense 53 49 4 8.2

Impairment expense

1 — 1 100.0 2 2 — —

For the three and nine months ended September 30, 2025, the increase in other operating expenses was primarily due to General and administrative and License fee expense.

General and administrative increased by $14 million and $15 million for both the three and nine months ended September 30, 2025, when compared to the same periods in 2024, primarily due to employee-related costs.

License fee expense increased by $7 million and $33 million for both the three and nine months ended September 30, 2025, when compared to the same periods in 2024, primarily due to licensing fees paid to Hilton.

For the three months ended March 31, 2026, operating expenses increased when compared to the same period in 2025.

Depreciation and amortization expense increased by $4 million primarily due to amortization expense of software intangibles.

License fee expense increased by $4 million primarily due to licensing fees paid to Hilton.

General and administrative increased by $3 million primarily due to employee-related expenses.

Acquisition and Integration-Related Expense

Three Months Ended September 30, Variance Nine Months Ended September 30, Variance

Three Months Ended March 31, Variance

($ in millions) 2026 2025 $ %

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

For the three and nine months ended September 30, 2025, acquisition and integration-related costs decreased by $12 million and $115 million, respectively, when compared to the same periods in 2024.

The decrease was primarily driven by the Bluegreen Acquisition in 2024.

For the three months ended March 31, 2026, acquisition and integration-related costs decreased by $16 million compared to the same period in 2025, primarily due to decreases of $10 million in employee-related expenses and $5 million in professional services fees.

Non-Operating Expenses

Three Months Ended September 30, Variance (1)

Nine Months Ended September 30, Variance (1)

Three Months Ended March 31, Variance (1)

($ in millions) 2026 2025 $ %

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Other loss (gain), net

3 (9) 12 NM (7) (1) (6) NM

Income tax expense 6 6 — —

15 61 (46) (75.4) 36 53 (17) (32.1)

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

The changes in non-operating expenses for the three and nine months ended September 30, 2025, compared to the same periods in 2024, were primarily due to income tax expense, interest expense and other loss (gain), net.

For the three months ended September 30, 2025, the decrease in income tax expense was primarily driven by the overall change in earnings and prior year one-time expenses related to the Bluegreen Acquisition compared to the same period in 2024.

For the nine months ended September 30, 2025, the decrease in income tax expense was primarily driven by the overall change in earnings and prior year one-time expenses related to the Bluegreen Acquisition partially offset by discrete items compared to the same period in 2024.

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

The change in non-operating expenses for the three months ended March 31, 2026, compared to the same period in 2025, was primarily due to other loss (gain), net and interest expense.

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

The decrease in interest expense was primarily due to a decrease in the weighted average interest rate.

Net income attributable to noncontrolling interest

Three Months Ended September 30, Variance

Nine Months Ended September 30, Variance

Three Months Ended March 31, Variance

($ in millions) 2026 2025 $ %

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

Three Months Ended September 30, Variance (1)

Nine Months Ended September 30, Variance (1)

Three Months Ended March 31, Variance (1)

($ in millions) 2026 2025 $ %

Net income attributable to stockholders

$ 25 $ 29 $ (4) (13.8) $ 33 $ 27 $ 6 22.2

Net income (loss) attributable to stockholders

$ 66 $ (17) $ 83 NM

Net income attributable to noncontrolling interest

2 5 (3) (60.0)

30 32 (2) (6.3) 46 34 12 35.3

Net income (loss)

68 (12) 80 NM

Interest expense 73 77 (4) (5.2)

Income tax expense 6 6 — —

15 61 (46) (75.4) 36 53 (17) (32.1)

Depreciation and amortization 71 67 4 6.0

Interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates — (1) 1 (100.0) 1 2 (1) (50.0)

EBITDA 218 138 80 58.0

Other loss (gain), net

3 (9) 12 NM (7) (1) (6) NM

Share-based compensation expense 11 12 (1) (8.3)

Impairment expense 1 — 1 100.0 2 2 — —

Acquisition and integration-related expense 12 28 (16) (57.1)

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

Three Months Ended September 30, Variance (1)

Nine Months Ended September 30, Variance (1)

Three Months Ended March 31, Variance (1)

($ in millions) 2026 2025 $ %

Net income attributable to stockholders

$ 25 $ 29 $ (4) (13.8) $ 33 $ 27 $ 6 22.2

Net income (loss) attributable to stockholders

$ 66 $ (17) $ 83 NM

Net income attributable to noncontrolling interest

2 5 (3) (60.0)

30 32 (2) (6.3) 46 34 12 35.3

Net income (loss)

68 (12) 80 NM

Interest expense 73 77 (4) (5.2)

Income tax expense

15 61 (46) (75.4) 36 53 (17) (32.1)

Depreciation and amortization 71 67 4 6.0

Interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates — (1) 1 (100.0) 1 2 (1) (50.0)

EBITDA 218 138 80 58.0

Other loss (gain), net

3 (9) 12 NM (7) (1) (6) NM

Equity in earnings from unconsolidated affiliates

(6) (3) (3) 100.0 (18) (14) (4) 28.6

Impairment expense

1 — 1 100.0 2 2 — —

License fee expense 53 49 4 8.2

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Resort and club management profit 126 129 (3) (2.3)

Rental and ancillary services profit (4) 5 (9) NM (31) 20 (51) NM

Rental and ancillary services profit (19) (19) — —

Profit $ 328 $ 250 $ 78 31.2

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

(2) Excludes impact of interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates of $1 million for the nine months ended September 30, 2025, and $(1) million and $2 million for the three and nine months ended September 30, 2024, respectively.

We evaluate our business segment operating performance using segment Adjusted EBITDA, as described in Note 16:

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The following table reconciles our segment Adjusted EBITDA to Adjusted EBITDA to Adjusted EBITDA Attributable to Stockholders:

Three Months Ended September 30, Variance Nine Months Ended September 30, Variance

Three Months Ended March 31, Variance

($ in millions) 2026 2025 $ %

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

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

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

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

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

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

Three Months Ended September 30, Variance Nine Months Ended September 30, Variance

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

Three Months Ended March 31, Variance

($ in millions) 2026 2025 $ %

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Fee-for-service commissions $ 71 $ 68 $ 3 4.4

$ 94 $ 83 $ 11 13.3 $ 246 $ 235 $ 11 4.7

Sales and marketing expense $ 437 $ 425 $ 12 2.8

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We finance our short- and long-term liquidity needs primarily through cash and cash equivalents, cash generated from our operations, draws on our revolver credit facility, our non-recourse revolving timeshare credit facility (“Timeshare Facility”), and through periodic securitizations of our timeshare financing receivables.

• As of September 30, 2025, we had total cash and cash equivalents of $215 million and restricted cash of $328 million.

• As of March 31, 2026, we had total cash and cash equivalents of $261 million and restricted cash of $291 million.

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

• During the nine months ended September 30, 2025, we repurchased 11 million shares for $450 million, excluding the excise tax, under our share repurchase programs.

• During the three months ended March 31, 2026, we repurchased 3 million shares for $150 million, excluding the excise tax, under our share repurchase programs.

Earnings Per Share for additional information.

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

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

Debt and Non-Recourse Debt for additional information.

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

The proceeds were primarily used for general corporate purposes.

Debt and Non-Recourse Debt for additional information.

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

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

Debt and Non-Recourse Debt for additional information.

• As of September 30, 2025, we had $632 million remaining borrowing capacity under the revolver facility.

• As of September 30, 2025, we had an aggregate of $300 million remaining borrowing capacity under our Timeshare Facility.

As of September 30, 2025, we had $1.1 billion of notes that were current on payments but not securitized.

• As of March 31, 2026, we had $591 million remaining borrowing capacity under the revolver facility.

• As of March 31, 2026, we had an aggregate of $150 million remaining borrowing capacity under our Timeshare Facility.

As of March 31, 2026, we had $929 million of notes that were current on payments but not securitized.

Of that figure, approximately $370 million could be monetized through either warehouse borrowing or securitization while another $367 million of mortgage notes we anticipate being eligible following certain customary milestones such as first payment, deeding and recording.

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

As of September 30, 2025, our inventory-related purchase commitments totaled $234 million to be fulfilled over a period of 10 years.

As of March 31, 2026, our inventory-related purchase commitments totaled $212 million to be fulfilled over a period of 9 years.

Sources and Uses of Our Cash

The following table summarizes our net cash flows and key metrics related to our liquidity:

Nine Months Ended September 30, Variance

Three Months Ended March 31, Variance

($ in millions) 2026 2025 $

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

The decrease in net cash provided by operating activities for the nine months ended September 30, 2025, compared to the same period in 2024, was primarily due to an increase in cash utilized for working capital and an decrease

in depreciation and amortization expenses of $44 million, partially offset by an increase in provision for financing receivable losses of $37 million and an increase in share-based compensation expense of $16 million.

The increase in net cash provided by operating activities for the three months ended March 31, 2026, compared to the same period in 2025, was primarily due to increases of $80 million in net income and provision for loan losses of $10 million.

The following table summarizes our VOI inventory spending:

Nine Months Ended September 30,

Three Months Ended March 31,

($ in millions) 2026 2025

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We believe the renovations of our existing assets are necessary to stay competitive in the markets in which we operate.

Net cash used in investing activities was $104 million for the nine months ended September 30, 2025 compared to $1,514 million for the same period in 2024.

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

The decrease in net cash used in investing activities for the three months ended March 31, 2026 compared to the same period in 2025, was primarily due to decreased capital expenditures for property and equipment (excluding inventory).

Financing Activities

Net cash used in financing activities for the nine months ended September 30, 2025 was $252 million compared to net cash provided by financing activities of $971 million for the same period in 2024.

The change was primarily due to net proceeds from debt and non-recourse debt of $1,346 million in 2024 compared to net proceeds of $213 million in 2025 and an increase in share repurchases of $143 million, partially offset by a decrease in cash paid for debt issuance costs of $31 million and a decrease of payment on withholding taxes on vesting of RSUs of $12 million.

Net cash used in financing activities for the three months ended March 31, 2026 was $122 million compared to $201 million for the same period in 2025.

The change was primarily due to net proceeds from debt and non-recourse debt of $43 million in 2026 compared to net payments of $36 million in 2025.

Share Repurchase Plans

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

As of September 30, 2025, we had $578 million of remaining availability under the 2025 Repurchase Plan and none under the 2024 Repurchase Plan.

On July 29, 2025, our Board of Directors approved a share repurchase program authorizing us to repurchase up to an aggregate of $600 million of its outstanding shares of common stock over a two-year period (the “2025 Repurchase Plan”) .

As of March 31, 2026, we had $278 million of remaining availability under the 2025 Repurchase Plan.

Contractual Obligations

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

As of September 30, 2025, we were committed to $9.4 billion in contractual obligations over 15 years, $278 million of which will be fulfilled in the remainder of 2025.

As of March 31, 2026, we were committed to $9.3 billion in contractual obligations over 14 years,

$698 million of which will be fulfilled in the remainder of 2026.

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

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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 $489 million as of September 30, 2025, which primarily consist of escrow and subsidy related bonds.

We have commitments from surety providers in the amount of $400 million as of March 31, 2026, that primarily consist of escrow and subsidy related bonds.

Subsequent Events

On April 16, 2026, we completed a $500 million securitization of timeshare loans through Hilton Grand Vacations Trust 2026-1 with an overall weighted average interest rate of 5.13% and an overall advance rate of 98%.

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

On April 24, 2026, we entered into an asset purchase agreement to dispose of our interests in certain properties for the purpose of optimizing the overall quality of our resort portfolio.

The proposed disposition is expected to close no later than the end of the third quarter of 2026, subject to customary closing conditions pursuant to the terms of the agreement.

On April 29, 2026, we completed the acquisition of the remaining 75% ownership interest that we did not previously own in BRE Ace LLC, which owns the Elara timeshare resort, from BRE Ace Holdings LLC, pursuant to a purchase agreement that we entered into on April 15, 2026.

The purchase price was $129 million and is subject to certain post-closing adjustments based on the terms and conditions of the purchase agreement.

Critical Accounting Policies and Estimates

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis