What changed in this filing

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Item 1. Financial Statements

2026-07-30 compared with 2026-04-30 · 387 added, 273 removed, 702 unchanged (48% of the section changed)

3 unchanged sentences

(in millions, except share and per share data)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Cash and cash equivalents $ 272 $ 239

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300,000,000 authorized shares, none

issued or outstanding as of March 31, 2026 and December 31, 2025

issued or outstanding as of June 30, 2026 and December 31, 2025

Common stock, $ 0.01 par value;

3,000,000,000 authorized shares,

80,656,367 shares issued and outstanding as of March 31, 2026, and

78,017,947 shares issued and outstanding as of June 30, 2026, and

83,133,678 shares issued and outstanding as of December 31, 2025

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(in millions, except per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Sales of VOIs, net $ 507 $ 469 $ 962 $ 847

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

158 165 319 307

Financing 144 126 282 251

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General and administrative 67 58 116 104

Acquisition and integration-related expense 12 28

Acquisition and integration-related 14 26 26 54

Depreciation and amortization 71 59 142 126

License fee expense 53 49

License fees 58 52 111 101

Loss on sale and impairment 48 1 48 1

Cost reimbursements 150 128 299 261

2 unchanged sentences

Equity in earnings from unconsolidated affiliates 2 6 7 11

Other (loss) gain, net

Income (loss) before income taxes

Other gain (loss), net — 4 ( 1 ) 10

Income before income taxes 23 43 97 37

Income tax expense ( 8 ) ( 15 ) ( 14 ) ( 21 )

Net income (loss)

Net income 15 28 83 16

Net income attributable to noncontrolling interest

Net income (loss) attributable to stockholders

$ 66 $ ( 17 )

Earnings (loss) per share attributable to stockholders:

Net income attributable to stockholders $ 12 $ 25 $ 78 $ 8

Earnings per share attributable to stockholders:

Basic $ 0.15 $ 0.26 $ 0.97 $ 0.09

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HILTON GRAND VACATIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(in millions)

Three Months Ended March 31,

Net income (loss) $ 68 $ ( 12 )

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net income $ 15 $ 28 $ 83 $ 16

Derivative instrument adjustments, net of tax — ( 4 ) — ( 10 )

Foreign currency translation adjustments, net of tax ( 3 ) 6 ( 6 ) 5

Other comprehensive loss, net of tax

Comprehensive income (loss)

Other comprehensive (loss) income, net of tax ( 3 ) 2 ( 6 ) ( 5 )

Comprehensive income 12 30 77 11

Comprehensive income attributable to noncontrolling interest 3 3 5 8

Comprehensive income (loss) attributable to stockholders

$ 63 $ ( 24 )

Comprehensive income attributable to stockholders $ 9 $ 27 $ 72 $ 3

See notes to unaudited condensed consolidated financial statements.

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(in millions)

Three Months Ended March 31,

Six Months Ended June 30,

Operating Activities

Net income (loss) $ 68 $ ( 12 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Net income $ 83 $ 16

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 142 126

1 unchanged sentence

Provision for loan losses 211 180

Loss on sale and impairment 48 1

Other loss (gain), net 1 ( 10 )

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Return on investment in unconsolidated affiliates 7 5

Net changes in assets and liabilities:

Net changes in assets and liabilities, net of effects of acquisitions:

Accounts receivable, net ( 28 ) ( 123 )

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Investing Activities

Acquisitions, net of cash, cash equivalents and restricted cash acquired ( 100 ) —

Capital expenditures for property and equipment (excluding inventory) ( 9 ) ( 29 )

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Payment of withholding taxes on vesting of restricted stock units ( 18 ) ( 8 )

Proceeds from employee stock plan purchases 8 8

Proceeds from stock option exercises 19 2

1 unchanged sentence

Net cash used in financing activities ( 115 ) ( 213 )

( 122 ) ( 201 )

Effect of changes in exchange rates on cash, cash equivalents and restricted cash ( 9 ) 6

Net decrease in cash, cash equivalents and restricted cash ( 3 ) ( 174 )

( 19 ) ( 195 )

Cash, cash equivalents and restricted cash, beginning of period 571 766

22 unchanged sentences

81 $ 1 $ 1,226 $ ( 5 ) $ ( 25 ) $ 153 $ 1,350

— — — 12 — 3 15

Activity related to share-based compensation

— — 39 — — — 39

Employee stock plan issuance — — 8 — — — 8

Foreign currency translation adjustments, net of tax

— — — — ( 3 ) — ( 3 )

Repurchase and retirement of common stock ( 3 ) — ( 43 ) ( 108 ) — — ( 151 )

Balance as of June 30, 2026

78 $ 1 $ 1,230 $ ( 101 ) $ ( 28 ) $ 156 $ 1,258

Common Stock Additional

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93 $ 1 $ 1,351 $ 238 $ ( 7 ) $ 148 $ 1,731

— — — 25 — 3 28

Activity related to share-based compensation

— — 24 — — — 24

Employee stock plan issuance

— — 8 — — — 8

Foreign currency translation adjustments, net of tax — — — — 6 — 6

Derivative instrument adjustments, net of tax — — — — ( 4 ) — ( 4 )

Repurchase and retirement of common stock ( 4 ) — ( 57 ) ( 96 ) — — ( 153 )

Balance as of June 30, 2025

89 $ 1 $ 1,326 $ 167 $ ( 5 ) $ 151 $ 1,640

See notes to unaudited condensed consolidated financial statements.

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and managing our exchange programs.

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.

As of June 30, 2026, we had approximately 200 properties located in the United States (“U.S.”), Europe, Canada, the Caribbean, Mexico, and Japan.

Basis of Presentation

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Recently Issued Accounting Pronouncements

Adopted Accounting Standards

On January 1, 2026, we adopted 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.

The impact of adoption of ASU 2025-05 did not have a material impact on our unaudited condensed consolidated financial statements.

Accounts Receivable for additional information.

On January 1, 2026, we adopted 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 will be effective for future purchases of loans.

Accounting Standards Not Yet Adopted

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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.

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

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

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

On April 29, 2026 (“Elara Acquisition Date”), we completed the acquisition of the remaining 75 % ownership interest in BRE Ace LLC (“Elara”), which owns the Elara timeshare resort, from BRE Ace Holdings LLC (the “Elara Acquisition”) for a total cash consideration of $ 131 million of which $ 3 million was accrued for within Accounts payable, accrued expenses and other as of June 30, 2026.

The transaction resulted in a controlling 100 % ownership interest in Elara.

Costs related to the Elara Acquisition for the three and six months ended June 30, 2026 were $ 2 million, which were expensed as incurred, and reflected as Acquisition and integration-related expense in our unaudited condensed consolidated statements of income.

The Elara Acquisition expands our resort portfolio and increases our timeshare financing receivable base.

Prior to obtaining a controlling financial interest, we accounted for our 25 % investment in Elara as an equity method investment.

In accordance with the accounting for step-acquisitions, we recognized a loss of $ 1 million which was included in Other gain (loss), net in our unaudited condensed consolidated statements of income for the three and six months ended June 30, 2026.

The acquisition-date fair value of the previously held interest was based upon the grossed-up value of the cash consideration for the incremental 75 % interest.

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

($ in millions)

Cash consideration for incremental 75 % interest

Effective settlement of preexisting relationships (2)

Total purchase consideration $ 124

Fair value of previously held 25 % ownership interest (3)

Total allocatable value $ 168

(1) The $ 131 million of cash consideration for the incremental 75 % interest consists of $ 128 million paid on April 29, 2026 upon completion of the Elara Acquisition and $ 3 million accrued for within Accounts payable, accrued expenses and other as of June 30, 2026 for certain post-closing adjustments based on the terms and conditions of the purchase agreement.

(2) The amount primarily represents our effective settlement of outstanding payables to Elara.

No gain or loss was recognized upon settlement as amounts were determined to be reflective of fair market value.

(3) The amount was determined based upon the grossed up value of the cash consideration for the incremental 75 % interest.

Preliminary Fair Values of Assets Acquired and Liabilities Assumed

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

The preliminary fair values of the assets acquired and liabilities assumed, which are presented in the table below, and the related preliminary acquisition accounting are based on management’s estimates and assumptions, as well as information compiled by management, including the books and records of Elara.

Our estimates and assumptions are subject to change during the measurement period, not to exceed one-year from the Elara Acquisition Date.

The Elara Acquisition could necessitate the need to use the full one-year measurement period to adequately analyze and assess a number of the factors used in establishing the asset and liability fair values as of the Elara Acquisition Date.

Any potential adjustments made could be material in relation to the values presented in the table below.

As discussed more fully below, the primary areas of the purchase price allocation that are not yet finalized include the following:

(1) finalizing the review and valuation of acquired inventory (including key assumptions, inputs and estimates), (2) finalizing the review and valuation of acquired property and equipment (including key assumptions, inputs and estimates) and assigning the remaining useful lives to the depreciable assets;

(3) finalizing the review and valuation of

acquired timeshare financing receivables (including key assumptions, inputs and estimates);

and (4) finalizing the review and valuation of other acquired assets and assumed liabilities, including debt assumed.

($ in millions) Preliminary Amounts Recognized as of the Elara Acquisition Date

Assets acquired

Cash and cash equivalents $ 9

Restricted cash 20

Accounts receivable

Timeshare financing receivables, net (1)

Property and equipment 11

Other assets 4

Total assets acquired $ 496

Liabilities assumed

Accounts payable, accrued expenses and other 11

Advanced deposits

Non-recourse debt

Total liabilities assumed 329

Net assets acquired $ 167

Total purchase consideration $ 124

Fair value of previously held 25 % ownership interest

Net assets acquired

(1) The $ 411 million of Timeshare financing receivables, net includes $ 293 million of securitized timeshare financing receivables,net and $ 118 million unsecuritized timeshare financing receivables, net.

(2) Goodwill is calculated as total purchase consideration transferred plus the fair value of previously held 25 % ownership interest less net assets acquired.

It represents the benefit we expect to achieve from the expanded resort portfolio.

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 preliminarily estimated 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.

Our preliminarily estimated fair value of securitized timeshare financing receivables, net, is $ 293 million and unsecuritized timeshare financing receivables, net is $ 118 million.

We are continuing to evaluate the significant assumptions underlying the discounted cash flow model including default, severity and prepayment assumptions, which could result in changes to our preliminary estimate.

Timeshare Financing Receivables, net for additional information.

We acquired inventory which primarily consists of completed unsold VOIs.

We preliminarily estimated 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.

Significant estimates and assumptions impacting the fair value of the acquired inventory that are subjective and/or require complex judgments include our estimates of operating costs and margins, and the discount rate.

Certain other estimates and assumptions impacting the fair value of the acquired inventory involving less subjective and/or less complex judgments include:

short-term and long-term revenue growth rates, capital expenditures, tax rates and other factors impacting the discounted cash flows.

We are continuing to assess the market assumptions and property conditions, which could result in changes to these preliminary values.

Property and Equipment

We acquired property and equipment, which includes buildings and improvements, furniture, fixtures and equipment.

For our preliminary analysis, we estimated the fair value of the property and equipment using the cost approach.

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

In addition, furniture, fixtures, and equipment assets were held at their carrying value, which is our best estimate of fair value at this time given the information available.

We are continuing to assess the cost assumptions and property conditions, which could result in changes to these preliminary values.

As part of the acquisition and consideration transferred, we assumed $ 7 million of Elara's existing corporate debt and accrued interest.

As this debt was settled shortly after the Elara Acquisition Date, fair value was assumed to approximate carrying value.

Non-Recourse Debt

We preliminarily estimated the fair value of the securitized debt using a discounted cash flow model under the income approach.

The significant assumptions in our analysis include default rates, prepayment rates, bond interest rates and other structural factors.

We are continuing to evaluate the significant assumptions underlying the discounted cash flow model including default and prepayment assumptions, which could result in changes to our preliminary estimate.

We have recorded a preliminary estimate of $ 1 million of goodwill in connection with the Elara Acquisition.

We have allocated the acquired goodwill to our Real Estate Sales and Financing segment.

Our allocations may change throughout the measurement period as we continue to finalize the fair value of assets acquired and liabilities assumed in the Elara Acquisition.

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

REVENUE FROM CONTRACTS WITH CUSTOMERS

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Business Segments for more information related to our segments.

($ in millions) Three Months Ended March 31,

($ in millions) Three Months Ended June 30, Six Months Ended June 30,

Real Estate Sales and Financing Segment 2026 2025 2026 2025

1 unchanged sentence

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

158 165 319 307

Interest income 133 114 258 229

1 unchanged sentence

Real estate sales and financing segment revenues $ 809 $ 760 $ 1,563 $ 1,405

($ in millions) Three Months Ended March 31,

($ in millions) Three Months Ended June 30, Six Months Ended June 30,

Resort Operations and Club Management Segment 2026 2025 2026 2025

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Resort management 117 113 232 224

194 180 377 354

Ancillary services 16 15 30 28

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

Accounts receivable are recorded when the right to consideration becomes unconditional and is only contingent on the passage of time.

Accounts receivable are recorded when the right to consideration becomes unconditional and is only contingent on the

passage of time.

Our timeshare financing receivables consist of loans related to our financing of VOI sales that are secured by the underlying timeshare properties.

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Receivables from contracts with customers:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Accounts receivable, net $ 224 $ 200

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Total $ 3,815 $ 3,315

(1) Includes $ 482 million and $ 528 million of acquired timeshare financing receivables, net, as of March 31, 2026 and December 31, 2025.

(1) Includes $ 816 million and $ 528 million of acquired timeshare financing receivables, net, as of June 30, 2026 and December 31, 2025.

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

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Contract liabilities:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Advanced deposits $ 228 $ 228

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Bonus point incentive liability (1)

(1) The balance includes $ 51 million and $ 52 million of bonus point incentive liabilities included in Accounts payable, accrued expenses and other on our condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025.

Total 1,143 917

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 three months ended March 31, 2026, which was included in the contract liabilities balance at December 31, 2025, was $ 113 million.

Revenue earned for the three and six months ended June 30, 2026, which was included in the contract liabilities balance at December 31, 2025, was $ 66 million and $ 179 million.

Transaction Price Allocated to Remaining Performance Obligations

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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:

($ in millions) March 31, 2026 December 31, 2025

($ in millions) June 30, 2026 December 31, 2025

Sales of VOIs, net $ 539 $ 460

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Sales and marketing expense 88 74

During the three months ended March 31, 2026, we deferred $ 62 million of Sales of VOI, net related to projects under construction, which were partially offset by a recognition of $ 37 million of sales of VOI, net related to the completion of a project in Japan.

We expect to recognize the revenue, costs of VOI sales and direct selling costs related to the project under construction as of March 31, 2026, upon its completion in 2026.

The following table includes the remaining transaction price related to our contract liabilities as of March 31, 2026:

During the six months ended June 30, 2026, we deferred $ 116 million of Sales of VOI, net related to projects under construction, which were partially offset by a recognition of $ 37 million of Sales of VOI, net related to the completion of a project in Japan.

We expect to recognize the revenue, costs of VOI sales and direct selling costs related to the project under construction as of June 30, 2026, upon its planned completion by the end of 2026.

The following table includes the remaining transaction price related to our contract liabilities as of June 30, 2026:

($ in millions) Remaining

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111 1 year Straight-line basis

Revenue allocated to remaining performance obligations for management fees, which includes unearned revenue and amounts expected to be invoiced and recognized as revenue for the remainder of 2026, was $ 229 million as of March 31, 2026.

ACCOUNTS RECEIVABLE

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The following table represents our accounts receivable, net of allowance for credit losses:

($ in millions) March 31, 2026 December 31, 2025

($ in millions) June 30, 2026 December 31, 2025

Fee-for-service commissions $ 16 $ 18

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We use delinquency status and economic factors such as credit quality indicators to monitor our receivables and use these as a basis for how we develop our expected loss estimates.

The changes in our allowance were as follows during the three months ended March 31, 2026:

The changes in our allowance were as follows during the six months ended June 30, 2026:

($ in millions) Fee-for-service commissions

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Write-offs charged against the allowance (1)

Balance as of March 31, 2026

( 25 ) ( 29 ) ( 1 ) ( 55 )

Balance as of June 30, 2026

$ 9 $ 46 $ 14 $ 69

(1) Write-offs in Fee-for-service commissions include settlement of preexisting relationship as part of the Elara Acquisition.

TIMESHARE FINANCING RECEIVABLES

We define our timeshare financing receivables portfolio as (i) originated and (ii) acquired.

Our originated portfolio represents timeshare financing receivables that originated by the business that we acquired from Diamond Resorts International (“Diamond”), the business that we acquired from BRE Grand Islander Parent LLC (“Grand Islander”), and the business that we acquired from Bluegreen subsequent to each respective acquisition date and all HGV timeshare financing receivables.

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

Our originated portfolio represents timeshare financing receivables that were originated by the businesses that we acquired subsequent to each respective acquisition date and all HGV timeshare financing receivables.

Our acquired portfolio includes all timeshare financing receivables acquired that existed as of the respective acquisition dates.

The following table presents the components of each portfolio by class of timeshare financing receivables:

Originated Acquired

($ in millions) March 31,

($ in millions) June 30,

2026 December 31,

2025 March 31,

2025 June 30,

2026 December 31,

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Timeshare financing receivables, gross 3,970 3,665 1,008 649

Unamortized non-credit acquisition premium

Unamortized non-credit acquisition net premium — — 27 34

allowance for financing receivables losses ( 1,195 ) ( 1,078 ) ( 219 ) ( 155 )

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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.

As of March 31, 2026 and December 31, 2025, we had timeshare financing receivables of $ 945 million and $ 710 million securing the Timeshare Facility.

As of June 30, 2026 and December 31, 2025, we had timeshare financing receivables of $ 297 million and $ 710 million securing the Timeshare Facility.

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

As of March 31, 2026 and December 31, 2025, we had interest receivable outstanding of $ 26 million for both periods on our originated timeshare financing receivables.

As of March 31, 2026 and December 31, 2025, we had interest receivable outstanding of $ 4 million for both periods on our acquired timeshare financing receivables.

As of both June 30, 2026 and December 31, 2025, we had interest receivable outstanding of $ 26 million on our originated timeshare financing receivables.

As of June 30, 2026 and December 31, 2025, we had interest receivable outstanding of $ 6 million and $ 4 million on our acquired timeshare financing receivables.

Interest receivable is included in Other Assets within our condensed consolidated balance sheets.

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 March 31, 2026, our originated timeshare financing receivables had interest rates ranging from 1.5 % to 25.8 %, a weighted-average interest rate of 14.5 %, a weighted-average remaining term of 9.0 years and maturities through 2041.

As of June 30, 2026, our originated timeshare financing receivables had interest rates ranging from 2.0 % to 25.8 %, a weighted-average interest rate of 14.4 %, a weighted-average remaining term of 9.0 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 14.9 %, a weighted-average remaining term of 6.7 years and maturities through 2041.

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Allowance for Financing Receivables Losses

For our originated portfolio, we record an estimate of variable consideration for defaults as a reduction of revenue

from financed VOI sales at the time revenue is recognized.

For our originated portfolio, we record an estimate of variable consideration for defaults 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.

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$ 1,078 $ 155

Initial allowance for financing receivables acquired during the period — 96

Provision for financing receivables losses (1)

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Inventory recoveries — 14

Balance as of March 31, 2026

Balance as of June 30, 2026

$ 1,195 $ 219

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Inventory recoveries — 57

Balance as of March 31, 2025

Balance as of June 30, 2025

(1) For the Originated portfolio, this amount includes incremental provision for financing receivables losses, net of activity related to the repurchase of defaulted and upgraded timeshare financing receivables.

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Originated Timeshare Financing Receivables

Our originated timeshare financing receivables as of March 31, 2026 mature as follows:

Originated Timeshare Financing Receivables

($ in millions) Securitized Unsecuritized Total

Our originated timeshare financing receivables as of June 30, 2026 mature as follows:

($ in millions) Originated Timeshare Financing Receivables

Year Securitized Unsecuritized Total

2026 (remaining) $ 85 $ 61 $ 146

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Total $ 2,116 $ 1,854 $ 3,970

Acquired Timeshare Financing Receivables with Credit Deterioration

Our acquired timeshare financing receivables were deemed to be purchased credit deteriorated (“PCD”) assets.

Acquired Timeshare Financing Receivables

Our acquired timeshare financing receivables were purchased credit deteriorated (“PCD”) assets and purchased seasoned loans (“PSL”) assets.

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 PCD 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.

In the first quarter of 2026, we early adopted the amendments to ASC 326, Credit Losses, which expands the use of the gross-up approach at acquisition to all PSL assets consistent with the accounting of PCD assets.

Purchased financial assets with credit deterioration had a par value of $ 94 million at the Elara acquisition date, compared to a purchase price of $ 46 million, reflecting an allowance for credit losses of $ 43 million and a $ 5 million discount to attributable to non-credit factors.

The fair value of our acquired timeshare financing receivables as of each respective acquisition date was determined using a discounted cash flow method, which calculated a present value of expected future risk-adjusted cash flows over the remaining term of the respective timeshare financing receivables.

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We consider historical timeshare financing receivables performance and the current economic environment in the re-measurement of the allowance for financing receivable losses for our acquired timeshare financing receivables.

changes to the allowance for acquired financing receivable losses are recorded within Financing expense on our unaudited condensed consolidated statements of income in the period in which the change occurs.

Our acquired timeshare financing receivables as of March 31, 2026 mature as follows:

Acquired Timeshare Financing Receivables

($ in millions) Securitized Unsecuritized Total

Subsequent changes to the allowance for acquired financing receivable losses are recorded within Financing expense on our unaudited condensed consolidated statements of income in the period in which the change occurs.

Our acquired timeshare financing receivables as of June 30, 2026 mature as follows:

($ in millions) Acquired Timeshare Financing Receivables

Year Securitized Unsecuritized Total

2026 (remaining) $ 41 $ 26 $ 67

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Our originated gross balances by FICO score of our originated timeshare financing receivables are below:

March 31, 2026

($ in millions) HGV Diamond

Grand Islander Bluegreen Total

($ in millions) Originated

FICO score (1)

700+ $ 1,150 $ 724 $ 51 $ 625 $ 2,550

600-699 293 292 9 189 783

<600 32 33 1 15 81

279 24 42 5 350

Total $ 1,754 $ 1,073 $ 103 $ 834 $ 3,764

2026 December 31,

($ in millions) HGV Diamond

Grand Islander Bluegreen Total

FICO score (1)

700+ $ 2,693 $ 2,492

600-699 824 756

<600 32 29 1 12 74

279 23 37 4 343

Total $ 3,970 $ 3,665

(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 tables above.

(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.

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

The following table details our gross originated timeshare financing receivables by the origination year and FICO score as of March 31, 2026:

Originated Timeshare Financing Receivables

($ in millions) 2026 2025 2024 2023 2022 Prior Total

The following table details our gross originated timeshare financing receivables by the origination year and FICO score as of June 30, 2026:

($ in millions) Originated Timeshare Financing Receivables

FICO score 2026 2025 2024 2023 2022 Prior Total

700+ $ 717 $ 970 $ 507 $ 218 $ 156 $ 125 $ 2,693

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

As of March 31, 2026 and December 31, 2025, we had ceased accruing interest on originated timeshare financing receivables with an aggregate principal balance of $ 462 million and $ 430 million.

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

Originated - Securitized

March 31, 2026

($ in millions) HGV Diamond

Grand Islander Bluegreen Total

Current $ 756 $ 431 $ 13 $ 281 $ 1,481

31 - 90 days past due 20 19 1 13 53

91 - 120 days past due 7 6 — 4 17

121 days and greater past due 6 1 1 5 13

Total $ 789 $ 457 $ 15 $ 303 $ 1,564

Originated - Unsecuritized

March 31, 2026

($ in millions) HGV Diamond

Grand Islander Bluegreen Total

Current $ 752 $ 432 $ 80 $ 453 $ 1,717

31 - 90 days past due 18 18 1 14 51

91 - 120 days past due 6 7 1 6 20

121 days and greater past due 189 159 6 58 412

Total $ 965 $ 616 $ 88 $ 531 $ 2,200

Originated - Securitized

As of June 30, 2026 and December 31, 2025, we had ceased accruing interest on originated timeshare financing receivables with an aggregate principal balance of $ 514 million and $ 430 million.

The following table details an aged analysis of our gross timeshare receivables balance:

Originated - Securitized Originated - Unsecuritized

($ in millions) June 30,

2026 December 31,

($ in millions) HGV Diamond

Grand Islander Bluegreen Total

Current $ 860 $ 478 $ 16 $ 313 $ 1,667

31 - 90 days past due 18 15 1 11 45

91 - 120 days past due 7 5 — 4 16

121 days and greater past due 5 1 — — 6

Total $ 890 $ 499 $ 17 $ 328 $ 1,734

Originated - Unsecuritized

2025 June 30,

2026 December 31,

($ in millions) HGV Diamond

Grand Islander Bluegreen Total

Current $ 2,030 $ 1,667 $ 1,337 $ 1,482

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Our gross balances by FICO score of our acquired timeshare financing receivables are below:

March 31, 2026

($ in millions) Legacy-Diamond

Legacy-Grand Islander Legacy-Bluegreen

($ in millions) Acquired

FICO score (1)

700+ $ 92 $ 26 $ 217 $ 335

600-699 49 6 121 176

<600 8 — 5 13

Total $ 150 $ 100 $ 344 $ 594

2026 December 31,

($ in millions) Legacy-Diamond

Legacy-Grand Islander Legacy-Bluegreen

FICO score (1)

700+ $ 666 $ 366

600-699 251 187

<600 7 — 5 12

Total $ 1,008 $ 649

(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 tables above.

(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.

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

The following tables detail our gross acquired timeshare financing receivables by the origination year and FICO score as of March 31, 2026:

Acquired Timeshare Financing Receivables

($ in millions) 2026 2025 2024 2023 2022 Prior Total

The following table details our gross acquired timeshare financing receivables by the origination year and FICO score as of June 30, 2026:

($ in millions) Acquired Timeshare Financing Receivables

FICO score 2026 2025 2024 2023 2022 Prior Total

700+ $ 44 $ 99 $ 78 $ 165 $ 93 $ 187 $ 666

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

As of March 31, 2026 and December 31, 2025, we had ceased accruing interest on acquired timeshare financing receivables with an aggregate principal balance of $ 153 million and $ 152 million.

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

Acquired - Securitized

March 31, 2026

($ in millions) Legacy-Diamond

Legacy-Grand Islander Legacy-Bluegreen

Current $ 51 $ 60 $ 213 $ 324

31 - 90 days past due 2 — 7 9

91 - 120 days past due 1 — 4 5

121 days and greater past due — — 1 1

Total $ 54 $ 60 $ 225 $ 339

Acquired - Unsecuritized

March 31, 2026

($ in millions) Legacy-Diamond

Legacy-Grand Islander Legacy-Bluegreen

Current $ 24 $ 27 $ 52 $ 103

31 - 90 days past due 2 1 2 5

91 - 120 days past due — — 1 1

121 days and greater past due 70 12 64 146

Total $ 96 $ 40 $ 119 $ 255

Acquired - Securitized

As of June 30, 2026 and December 31, 2025, we had ceased accruing interest on acquired timeshare financing receivables with an aggregate principal balance of $ 226 million and $ 152 million.

The following table details an aged analysis of our gross timeshare receivables balance:

Acquired - Securitized Acquired - Unsecuritized

($ in millions) June 30,

2026 December 31,

($ in millions) Legacy-Diamond

Legacy-Grand Islander Legacy-Bluegreen

2025 June 30,

2026 December 31,

Current $ 557 $ 357 $ 203 $ 125

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Total $ 583 $ 373 $ 425 $ 276

Acquired - Unsecuritized

As of June 30, 2026 and December 31, 2025, our consolidated aged gross receivables balances across both our originated and acquired portfolios consisted of the following:

($ in millions) June 30,

2026 December 31,

($ in millions) Legacy-Diamond

Legacy-Grand Islander Legacy-Bluegreen

Current $ 4,127 $ 3,631

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121 days and greater past due 698 542

Total $ 108 $ 54 $ 114 $ 276

$ 4,978 $ 4,314

(1) As of June 30, 2026, the consolidated aged gross receivables related to the Elara Acquisition were $ 414 million current, $ 10 million 31 - 90 days past due, $ 4 million 91 - 120 days past due and $ 66 million 121 days and greater past due.

Inventory was comprised of the following:

($ in millions) March 31, 2026 December 31, 2025

($ in millions) June 30, 2026 December 31, 2025

Completed unsold VOIs $ 2,046 $ 2,026

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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:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

($ in millions) 2026 2025 2026 2025

Cost of sales true-up (1)

(1) For the three months ended March 31, 2026, and 2025, the cost of sales true-up decreased cost of VOI sales and increased inventory.

$ 14 $ 9 $ 25 $ 26

(1) For the three and six months ended June 30, 2026 and 2025, the cost of sales true-up decreased cost of VOI sales and increased inventory .

CONSOLIDATED VARIABLE INTEREST ENTITIES

We consolidate VIEs for which we have determined that we are the primary beneficiary.

The activities of these entities are limited primarily 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.

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

As part of the Elara Acquisition, we acquired the variable interests in the entities associated with Elara'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.

Our condensed consolidated balance sheets included the assets and liabilities of these entities, which primarily consisted of the following:

($ in millions) March 31, 2026 December 31, 2025

($ in millions) June 30, 2026 December 31, 2025

Restricted cash $ 120 $ 142

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Non-recourse debt, net 2,879 2,690

The following table shows the interest income and expense recognized as a result of our involvement with these VIEs during the three months ended March 31, 2026.

The following table shows the interest income and expense recognized as a result of our involvement with these VIEs during the six months ended June 30, 2026.

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

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Administrative expenses 5

Cash paid for interest associated with our non-recourse debt was $ 29 million and $ 26 million for the three months ended March 31, 2026 and 2025.

Cash paid for interest associated with our non-recourse debt was $ 61 million and $ 50 million for the six months ended June 30, 2026 and 2025.

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

INVESTMENTS IN UNCONSOLIDATED AFFILIATES

As of March 31, 2026 and December 31, 2025, we had ownership interests in BRE Ace LLC and 1776 Holding LLC, which are VIEs.

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 $ 359 million and $ 400 million as of March 31, 2026 and December 31, 2025.

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 $ 68 million and $ 63 million as of March 31, 2026 and December 31, 2025, and (ii) receivables for commission and other fees earned under fee-for-service arrangements.

As of June 30, 2026, we had an ownership interest in 1776 Holding LLC, which is a VIE.

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

This unconsolidated affiliate had an aggregated debt balance of $ 37 million as of June 30, 2026.

As of December 31, 2025, we had ownership interests in 1776 Holding LLC and Elara, which were VIEs that we did not consolidate because we were not the primary beneficiary.

These unconsolidated affiliates had an aggregated debt balance of $ 400 million as of December 31, 2025.

During the second quarter of 2026, we acquired the ownership interests in Elara not owned by us in the Elara Acquisition.

As of the Elara Acquisition Date, it ceased to qualify as a variable interest entity and is now consolidated as a wholly owned subsidiary.

Acquisition for additional information.

The debt of the unconsolidated VIEs is secured by their assets and is without recourse to us.

Our maximum exposure to loss as a result of our investment interest in the unconsolidated affiliate is primarily limited to (i) the carrying amount of the investments, which totaled $ 20 million and $ 63 million as of June 30, 2026 and December 31, 2025, and (ii) receivables for commission and other fees earned under fee-for-service arrangements.

Related Party Transactions for additional information.

During the three months ended March 31, 2026, we received a cash distribution of $ 1 million from our investment in 1776 Holding LLC.

During the six months ended June 30, 2026, we received a cash distribution of $ 4 million from our investment in 1776 Holding LLC and a cash distribution of $ 3 million from our investment in Elara prior to the Elara Acquisition.

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

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Intangible assets and related accumulated amortization were as follows:

March 31, 2026

June 30, 2026

($ in millions) Gross Carrying Amount Accumulated Amortization

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Total $ 2,644 $ ( 974 ) $ 1,670

Amortization expense on intangible assets was $ 55 million and $ 50 million for the three months ended March 31, 2026 and 2025.

Amortization expense on intangible assets was $ 55 million and $ 52 million for the three months ended June 30, 2026 and 2025, and $ 110 million and $ 102 million for the six months ended June 30, 2026 and 2025.

DEBT AND NON-RECOURSE DEBT

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($ in millions) Interest Rate

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Senior secured credit facility

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Total debt, net $ 4,876 $ 4,545

(1) As of March 31, 2026 and December 31, 2025, weighted-average interest rates on Total debt, gross were 5.649 % and 5.691 %.

(2) Unamortized deferred financing costs of $ 3 million as of March 31, 2026 and December 31, 2025 related to our revolving facility are included in Other assets in our condensed consolidated balance sheets.

(3) Amount includes unamortized deferred financing costs of $ 49 million and $ 53 million as of March 31, 2026 and December 31, 2025.

This amount also includes unamortized original issuance discounts of $ 5 million as of March 31, 2026 and December 31, 2025.

(1) As of June 30, 2026 and December 31, 2025, weighted-average interest rates were 5.626 % and 5.691 %.

(2) Unamortized deferred financing costs of $ 2 million and $ 3 million as of June 30, 2026 and December 31, 2025 related to our revolving facility are included in Other assets in our condensed consolidated balance sheets.

(3) Amount includes unamortized deferred financing costs of $ 46 million and $ 53 million as of June 30, 2026 and December 31, 2025.

This amount also includes unamortized original issuance discounts of $ 4 million and $ 5 million as of June 30, 2026 and December 31, 2025.

Senior secured credit facility

As of March 31, 2026, we had $ 64 million of letters of credit outstanding under the revolving credit facility and $ 1 million outstanding backed by cash collateral.

We were in compliance with all applicable maintenance and financial covenants and ratios as of March 31, 2026.

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

As of June 30, 2026, we had $ 72 million of letters of credit outstanding under the revolving credit facility and $ 1 million outstanding backed by cash collateral.

We were in compliance with all applicable maintenance and financial covenants and ratios as of June 30, 2026.

As of June 30, 2026, we have $ 463 million remaining borrowing capacity under the revolver facility.

On July 17, 2026, we refinanced our Term Loan B due 2028 with an amended $ 850 million Term Loan B due 2033.

The Term Loan B pricing remained unchanged at SOFR plus 2.00 %.

We primarily use interest rate swaps as part of our interest rate risk management strategy for our variable-rate debt.

These interest rate swaps are associated with the SOFR-based senior secured credit facility.

As of March 31, 2026, these interest rate swaps convert the SOFR-based variable rate on our Term Loan B due 2028 to average fixed rates of 1.55 % per annum with maturities between 2026 and 2028, for the balance on this borrowing up to the notional values of our interest rate swaps.

As of March 31, 2026, the aggregate notional values of the interest rate swaps under our Term Loan B due 2028 was $ 550 million.

As of June 30, 2026, these interest rate swaps convert the SOFR-based variable rate on our Term Loan B due 2028 to average fixed rates of 1.55 % per annum with maturities between 2026 and 2028, for the balance on this borrowing up to the notional values of our interest rate swaps.

As of June 30, 2026, the aggregate notional values of the interest rate swaps under our Term Loan B due 2028 was $ 550 million.

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 condensed consolidated balance sheets.

As of both March 31, 2026 and December 31, 2025, the estimated fair value of our cash flow hedges was $ 18 million.

As of each of June 30, 2026 and December 31, 2025, the estimated fair value of our cash flow hedges was $ 18 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 unaudited condensed consolidated statements of cash flows.

The following table reflects the activity, net of tax, in Accumulated other comprehensive loss related to our derivative instruments during the three months ended March 31, 2026:

The following table reflects the activity, net of tax, in Accumulated other comprehensive loss related to our derivative instruments during the six months ended June 30, 2026:

Net unrealized gain on derivative instruments

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Reclassifications to net income

Balance as of March 31, 2026

Balance as of June 30, 2026

Senior Notes due 2032

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

We were in compliance with all applicable financial covenants as of March 31, 2026.

We were in compliance with all applicable financial covenants as of June 30, 2026.

Senior Notes due 2029 and 2031

The Senior Unsecured Notes are guaranteed on a senior unsecured basis by certain of our subsidiaries.

We are in compliance with all applicable financial covenants as of March 31, 2026.

Cash paid for interest on our corporate debt, net was $ 68 million and $ 72 million for the three months ended March 31, 2026 and 2025.

We are in compliance with all applicable financial covenants as of June 30, 2026.

Cash paid for interest on our corporate debt, net was $ 137 million and $ 148 million for the six months ended June 30, 2026 and 2025.

Non-recourse Debt

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

($ in millions) Weighted Average Interest Rate March 31, 2026 December 31, 2025

($ in millions) Weighted Average Interest Rate June 30, 2026 December 31, 2025

Non-recourse debt (1)

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Total non-recourse debt, net $ 2,896 $ 2,716

(1) As of March 31, 2026 and December 31, 2025, weighted-average interest rates were 5.028 % and 5.019 %.

(2) Interest rates as of March 31, 2026 range from 1.410 % to 6.419 %.

(3) Amount includes unamortized deferred financing costs of $ 26 million and $ 30 million as of March 31, 2026 and December 31, 2025, and unamortized discounts of $ 4 million and $ 5 million as of March 31, 2026 and December 31, 2025.

(1) As of June 30, 2026 and December 31, 2025, weighted-average interest rates were 5.035 % and 5.019 %.

(2) Unamortized deferred financing costs of $ 2 million as of June 30, 2026 relating to the Timeshare Facility included in Other Assets in our consolidated balance sheet.

(3) Interest rates as of June 30, 2026 range from 1.410 % to 6.614 %.

(4) Amount includes unamortized deferred financing costs of $ 34 million and $ 30 million as of June 30, 2026 and December 31, 2025, and unamortized discounts of $ 3 million and $ 5 million as of June 30, 2026 and December 31, 2025.

Timeshare Facility

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

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.

As of March 31, 2026, our Timeshare Facility has a remaining borrowing capacity of $ 150 million.

In May 2026, we renewed our Timeshare Facility agreement under new terms, which included increasing the facility size from $ 850 million to $ 1.0 billion, extending the commitment and maturity period to May 2028 and May 2029, respectively, and permitting to pledge as collateral certain Elara timeshare loans.

Concurrently with the renewal, we terminated the Elara Timeshare Facility agreement assumed as a result of the Elara Acquisition.

As of June 30, 2026, our Timeshare Facility has a remaining borrowing capacity of $ 755 million.

Securitized Debt

In April 2026, we completed a securitization of approximately $ 500 million of gross timeshare financing receivables and issued approximately $ 210 million of 4.67 % notes, $ 161 million of 5.01 % notes, $ 83 million of 5.36 % notes and $ 46 million of 7.21 % due February 2043.

The advance rate for this transaction was 98 %.

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.

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.

In June 2026, we completed a securitization of approximately $ 300 million of gross timeshare financing receivables and issued approximately $ 119 million of 4.83 % notes, $ 99 million of 5.10 % notes, $ 51 million of 5.54 % notes and $ 31 million of 6.00 % due March 2045.

The advance rate for this transaction was 98 %.

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 $ 5 million in debt issuance costs.

As part of the Elara Acquisition, we assumed securitized debt which was collateralized by the acquired timeshare financing receivables.

They have been aggregated for disclosure purposes as they are similar in nature to our historical securitized transactions.

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 $ 105 million and $ 142 million as of March 31, 2026 and December 31, 2025, and were included in Restricted cash in our condensed consolidated balance sheets.

The balances in the depository accounts were $ 120 million and $ 142 million as of June 30, 2026 and December 31, 2025, and were included in Restricted cash in our condensed consolidated balance sheets.

NBA Receivables Facility

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Debt Maturities

The contractual maturities of our debt and non-recourse debt as of March 31, 2026 were as follows:

The contractual maturities of our debt and non-recourse debt as of June 30, 2026 were as follows:

($ in millions) Debt Non-recourse Debt Total

2026 (remaining nine months) $ 18 $ 364 $ 382

2026 (remaining six months) $ 12 $ 338 $ 350

2027 22 575 597

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The carrying amounts and estimated fair values of our financial assets and liabilities were as follows:

March 31, 2026

June 30, 2026

($ in millions) Carrying

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• Non-recourse debt – based on projected future cash flows discounted at risk-adjusted rates.

The effective tax rate for the three months ended March 31, 2026 and 2025 was approximately 8 % and ( 55 )%.

The effective tax rate increase year over year is primarily due to the impact of discrete items relative to the change in overall earnings.

The effective tax rate for the three months ended June 30, 2026 and 2025 was approximately 40 % and 38 %.

The effective tax rate for the six months ended June 30, 2026 and 2025 was approximately 15 % and 72 %.

The effective tax rate increase quarter over quarter is primarily due to the overall change in earnings.

The effective tax rate decrease year over year is primarily due to the impact of discrete items relative to the change in overall earnings.

The difference between our effective tax rate as compared to the U.S.

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Our discrete items are primarily related to unrecognized tax benefits.

Cash paid for income taxes, net of refunds, was $ 5 million and $ 63 million for the three months ended March 31, 2026 and 2025.

Cash paid for income taxes, net of refunds, was $ 47 million and $ 130 million for the six months ended June 30, 2026 and 2025.

SHARE-BASED COMPENSATION

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

As of March 31, 2026, there were 1,225,754 shares of common stock available for future issuance under the 2023 plan.

We recognized share-based compensation expense of $ 10 million and $ 12 million for the three months ended March 31, 2026 and 2025.

As of March 31, 2026, unrecognized compensation cost for unvested awards was approximately $ 117 million, which is expected to be recognized over a weighted average period of 1.9 years.

During the three months ended March 31, 2026, we issued 988,304 Service RSUs with a weighted-average grant date fair value of $ 42.28 , which 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.

During the three months ended March 31, 2026 , we did not grant any Options.

As of March 31, 2026, we had 2,030,322 Options outstanding that were exercisable.

On May 6, 2026, our stockholders approved an amendment (the “Amendment”) to the 2023 Plan.

The Amendment added 1,250,000 shares of our common stock to the number of shares reserved for issuance under the 2023 Plan.

As of June 30, 2026, there were 2,433,942 shares of common stock available for future issuance under the 2023 Plan.

We recognized share-based compensation expense of $ 25 million and $ 22 million for the three months ended June 30, 2026 and 2025 and $ 35 million and $ 34 million for the six months ended June 30, 2026 and 2025.

As of June 30, 2026, unrecognized compensation cost for unvested awards was approximately $ 94 million, which is expected to be recognized over a weighted average period of 1.9 years.

During the six months ended June 30, 2026, we issued 1,093,806 Service RSUs with a weighted-average grant date fair value of $ 42.76 , which 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.

During the six months ended June 30, 2026 , we did not grant any Options.

As of June 30, 2026, we had 1,604,764 Options outstanding that were exercisable.

Performance RSUs

During the three months ended March 31, 2026, we issued 489,848 Performance RSUs with a weighted-average grant date fair value of $ 42.27 .

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.

During the six months ended June 30, 2026, we issued 489,848 Performance RSUs with a weighted-average grant date fair value of $ 42.27 .

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.

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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 each of the three months ended March 31, 2026 and 2025, we recognized less than $ 1 million of compensation expense related to this plan.

EARNINGS (LOSS) PER SHARE

The following tables present the calculation of our basic and diluted earnings (loss) per share (“EPS”) and the corresponding weighted average shares outstanding referenced in these calculations:

Three Months Ended March 31,

We recognized less than $ 1 million of compensation expense related to this plan for both of the three months ended June 30, 2026 and 2025.

We recognized $ 1 million of compensation expense related to this plan for both of the six months ended June 30, 2026 and 2025.

EARNINGS PER SHARE

The following tables present the calculation of our basic and diluted earnings per share (“EPS”) and the corresponding weighted average shares outstanding referenced in these calculations:

Three Months Ended June 30, Six Months Ended June 30,

($ and shares outstanding in millions, except per share amounts) 2026 2025 2026 2025

Net income (loss) attributable to stockholders $ 66 $ ( 17 )

Weighted average shares outstanding 81.9 95.5

Basic EPS (1)

$ 0.81 $ ( 0.17 )

Net income (loss) attributable to stockholders $ 66 $ ( 17 )

Weighted average shares outstanding 83.7 95.5

Diluted EPS (1)

$ 0.79 $ ( 0.17 )

Net income attributable to stockholders $ 12 $ 25 $ 78 $ 8

Earnings per share (1)

Basic $ 0.15 $ 0.26 $ 0.97 $ 0.09

Diluted $ 0.15 $ 0.25 $ 0.95 $ 0.08

Basic weighted average shares outstanding

79.3 91.2 80.6 93.3

RSUs (2) , PSUs (3) , Options (4) and ESPP

1.6 1.0 1.7 1.2

Diluted weighted average shares outstanding

80.9 92.2 82.3 94.5

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

(2) There were no shares of RSUs that would have been anti-dilutive to EPS under the treasury stock method for the three months ended March 31, 2026.

(3) There were no shares of PSUs that would have been anti-dilutive to EPS under the treasury stock method for the three months ended March 31, 2026.

(4) Excludes approximately 594,000 shares of Options that would have been anti-dilutive to EPS under the treasury stock method for the three months ended March 31, 2026.

(2) Excludes approximately 11,000 and 5,000 shares of RSUs that would have been anti-dilutive to EPS under the treasury stock method for the three and six months ended June 30, 2026.

Also excludes approximately 957,000 and 740,000 shares of RSUs that would have been anti-dilutive to EPS under the treasury stock method for the three and six months ended June 30, 2025.

These RSUs could potentially dilute EPS in the future.

(3) There were no shares of PSUs that would have been anti-dilutive to EPS under the treasury stock method for the three and six months ended June 30, 2026.

Also, excludes approximately 243,000 and 1,000 shares of PSUs that would have been anti-dilutive to EPS under the treasury stock method for the three and six months ended June 30, 2025.

These PSUs could potentially dilute EPS in the future.

(4) Excludes approximately 428,000 and 567,000 shares of Options that would have been anti-dilutive to EPS under the treasury stock method for the three and six months ended June 30, 2026.

Also excludes approximately 1,649,000 and 1,195,000 shares of Options that would have been anti-dilutive to EPS under the treasury stock method for the three and six months ended June 30, 2025.

These Options could potentially dilute EPS in the future.

For the three months ended March 31, 2025, 1,307,252 potentially dilutive shares were excluded from the calculation of diluted weighted average shares outstanding and diluted earnings per share as a result of our net loss position.

Share Repurchases

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 our outstanding shares of common stock over a two-year period (the “2025 Repurchase Plan”.

The following table summarizes stock repurchase activity under the current and previous share repurchase programs as of March 31, 2026:

The following table summarizes stock repurchase activity under the current and previous share repurchase programs as of June 30, 2026:

(in millions) Shares Cost

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Repurchases 6 300

As of March 31, 2026

From April 1, 2026 through April 23, 2026, we repurchased approximately 0.9 million shares for $ 41 million.

As of April 23, 2026, we had $ 237 million of remaining availability under the 2025 Repurchase Plan.

As of June 30, 2026

From July 1, 2026 through July 23, 2026, we repurchased approximately 0.5 million shares for $ 25 million.

As of July 23, 2026, we had $ 103 million of remaining availability under the 2025 Repurchase Plan.

RELATED PARTY TRANSACTIONS

BRE Ace LLC and 1776 Holding, LLC

We hold an ownership interest in BRE Ace LLC, a VIE, which owns the Elara timeshare resort property located in Las Vegas, Nevada.

1776 Holding, LLC and Elara

We hold an ownership interest in 1776 Holding, LLC, a VIE, which owns the Liberty Place Charleston timeshare resort property located in Charleston, South Carolina.

We previously held a minority ownership interest in Elara, a VIE, which owns the Elara timeshare resort property located in Las Vegas, Nevada.

On April 29, 2026, Elara ceased to be a related party as a result of the Elara Acquisition.

Acquisition for additional information.

We record Equity in earnings from our unconsolidated affiliates in our unaudited condensed consolidated statements of income.

Investments in Unconsolidated Affiliates for additional information.

Additionally, we earn commissions and other fees related to fee-for-service agreements with the investees to sell VOIs at the Elara and Liberty Place Charleston timeshare resort properties.

Additionally, we earn commissions and other fees related to fee-for-service agreements with the investees to sell VOIs at Liberty Place Charleston timeshare resort and at Elara prior to acquisition.

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

($ in millions) 2026 2025 2026 2025

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Commissions and other fees 14 39 50 78

We also had $ 3 million of outstanding payables and $ 3 million of outstanding receivables related to these fee-for-service agreements included in Accounts payable, accrued expenses and other and Accounts receivable, net on our condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025, respectively.

We also had $ 2 million and $ 3 million of outstanding receivables related to these fee-for-service agreements included in Accounts receivable, net on our condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025.

Apollo Global Management Inc.

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

On June 2, 2026, 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 5,000,000 shares of our common stock (the “Offering”).

On June 22, 2026, the Underwriters purchased an additional 750,000 shares of our common stock in connection with the exercise of their option to purchase additional shares from the Selling Stockholders.

As part of the Offering, we repurchased, and subsequently retired, 750,000 shares of our common stock under our Share Repurchase Plans from the Underwriters (the “Share Repurchase”) for an aggregate purchase price of $ 38 million (or $ 50.00 per share), which was the same per share price paid by the Underwriters to the Selling Stockholders.

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

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

The table below presents revenues for our reportable segment results reconciled to consolidated amounts:

Three Months Ended March 31,

The table below presents revenues for our reportable segment results which include the acquired Elara operations, within both segments as of the Elara Acquisition Date, reconciled to consolidated amounts:

Three Months Ended June 30, Six Months Ended June 30,

($ in millions) 2026 2025 2026 2025

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Resort operations and club management (1)

430 405 832 796

Total segment revenues 1,239 1,165 2,395 2,201

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($ in millions)

For the three months ended March 31, 2026

For the three months ended June 30, 2026

Real Estate and Financing Resort Operations and Club Management Total

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Segment Adjusted EBITDA $ 211 $ 154 $ 365

For the six months ended June 30, 2026

Real Estate and Financing Resort Operations and Club Management Total

Revenues from external customers $ 1,563 $ 781 $ 2,344

Intersegment revenues — 51 51

Total segment revenues 1,563 832 2,395 (a)

Cost of VOI sales

Selling expense 381 — 381

Marketing expense 506 — 506

Financing expense 109 — 109

Club expense — 46 46

Property management expense — 74 74

Rental expense — 411 411

Other expenses 32 25 57

Total segment expenses 1,111 556 1,667

Share-based compensation expense 10 5 15

Other segment adjustment items 11 1 12 (d)

Intersegment elimination ( 51 ) — ( 51 ) (a)

Segment Adjusted EBITDA $ 422 $ 282 $ 704

(a) Includes charges to the Real estate sales and financing segment from the Resort operations and club management segment for fulfillment of discounted marketing package stays at resorts.

We account for intersegment revenues as if they were sales to third parties at current market prices.

(b) Consists of Costs of VOI sales , Sales and Marketing , and Financing expense on the unaudited condensed consolidated statements of income.

(c) Consists of Resort and club management and Rental and ancillary services expense on the unaudited condensed consolidated statements of income.

(d) Consists of costs associated with restructuring, one-time charges, other non-cash items, and for the Real Estate and Financing Segment, amortization of fair value premiums and discounts resulting from purchase accounting.

($ in millions)

For the three months ended March 31, 2025

For the three months ended June 30, 2025

Real Estate and Financing Resort Operations and Club Management Total

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Segment Adjusted EBITDA $ 176 $ 149 $ 325

For the six months ended June 30, 2025

Real Estate and Financing Resort Operations and Club Management Total

Revenues from external customers $ 1,405 $ 748 $ 2,153

Intersegment revenues — 48 48

Total segment revenues 1,405 796 2,201 (a)

Cost of VOI sales

Selling expense 401 — 401

Marketing expense 495 — 495

Financing expense 109 — 109

Club expense — 41 41

Property management expense — 69 69

Rental expense — 386 386

Other expenses 8 23 31

Total segment expenses 1,076 519 1,595

Share-based compensation expense 9 5 14

Other segment adjustment items 19 — 19 (d)

Intersegment elimination ( 48 ) — ( 48 ) (a)

Segment Adjusted EBITDA $ 309 $ 282 $ 591

(a) Includes charges to the Real estate sales and financing segment from the Resort operations and club management segment for fulfillment of discounted marketing package stays at resorts.

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The following table presents Adjusted EBITDA for our reportable segments reconciled to net income and net income attributable to stockholders:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

($ in millions) 2026 2025 2026 2025

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Real estate sales and financing (1)

$ 211 $ 176 $ 422 $ 309

Resort operations and club management (1)

154 149 282 282

Segment Adjusted EBITDA 365 325 704 591

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

Acquisition and integration-related ( 14 ) ( 26 ) ( 26 ) ( 54 )

General and administrative ( 67 ) ( 58 ) ( 116 ) ( 104 )

Depreciation and amortization ( 71 ) ( 59 ) ( 142 ) ( 126 )

License fee expense ( 53 ) ( 49 )

Other (loss) gain, net

License fees ( 58 ) ( 52 ) ( 111 ) ( 101 )

Other gain (loss), net — 4 ( 1 ) 10

Interest expense ( 70 ) ( 79 ) ( 143 ) ( 156 )

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Equity in earnings from unconsolidated affiliates 2 6 7 11

Loss on sale and impairment ( 48 ) ( 1 ) ( 48 ) ( 1 )

Other adjustment items (2)

( 16 ) ( 17 ) ( 27 ) ( 33 )

Net income (loss)

Net income 15 28 83 16

Net income attributable to noncontrolling interest 3 3 5 8

Net income (loss) attributable to stockholders

$ 66 $ ( 17 )

Net income attributable to stockholders $ 12 $ 25 $ 78 $ 8

(1) Includes intersegment transactions.

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The following table presents total assets for our reportable segments, reconciled to consolidated amounts:

($ in millions) March 31, 2026 December 31, 2025

($ in millions) June 30, 2026 December 31, 2025

Real estate sales and financing $ 8,242 $ 7,807

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The following table presents capital expenditures for property and equipment (including inventory and leases) for our reportable segments, reconciled to consolidated amounts:

Three Months Ended March 31,

Six Months Ended June 30,

($ in millions) 2026 2025

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As a part of this agreement, we are required to make certain minimum annual payments and certain variable payments based upon the number of travel packages sold during the year or the number of Bass Pro and Cabela’s retail locations HGV maintains during the year.

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.

As of June 30, 2026, HGV had sales and marketing operations at a total of 145 Bass Pro Shops and Cabela’s Stores, including 7 virtual kiosks.

Other Commitments

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 March 31, 2026, we were committed to purchase approximately $ 212 million of inventory over a period of 9 years and $ 42 million of other commitments in the normal course of business.

We have certain arrangements with developers where we are 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 June 30, 2026, we were committed to purchase approximately $ 212 million of inventory over a period of 9 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 three months ended March 31, 2026, we fulfilled $ 14 million of purchases required under our inventory commitments.

As of March 31, 2026, our remaining obligations pursuant to these arrangements were expected to be incurred as follows:

During the six months ended June 30, 2026, we fulfilled $ 14 million of purchases required under our inventory commitments.

As of June 30, 2026, our remaining obligations pursuant to these arrangements were expected to be incurred as follows:

($ in millions) 2026

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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 both March 31, 2026 and December 31, 2025, we accrued liabilities of approximately $ 8 million, respectively, for all legal matters.

As of June 30, 2026 and December 31, 2025, we accrued liabilities of approximately $ 19 million and $ 8 million, respectively, for all legal matters.

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 $ 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.

We have commitments from surety providers in the amount of $ 336 million as of June 30, 2026, that primarily consist of escrow and subsidy related bonds.

LOSS ON SALE AND IMPAIRMENT

Following a strategic review of our resort portfolio quality, we identified certain properties where disposal of our interests was appropriate.

On June 30, 2026, we completed this disposition of inventory and recorded an aggregate loss of $ 48 million that is included in Loss on sale and impairment on the condensed consolidated statements of income.

During the three and six months ended June 30, 2025, we recorded lease impairments of $ 1 million included in Loss on sale and impairment on the condensed consolidated statements of income.

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 1. Financial Statements