What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-07-30 compared with 2026-04-30 · 128 added, 91 removed, 394 unchanged (36% of the section changed)

29 unchanged sentences

fee-for-service commissions and brand fees, sales and marketing expense, net, sales revenue, real estate expense, and profits and profit margins for our real estate, financing, resort and club management, and rental and ancillary services.

Operational Metrics

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

Real Estate Sales Operating Metrics

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

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.

6 unchanged sentences

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

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.

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

1 unchanged sentence

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.

As of June 30, 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 9,200 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.

9 unchanged sentences

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

For the six months ended June 30, 2026, sales from fee-for-service and just-in-time inventory were 15%, and 9% of contract sales.

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

2 unchanged sentences

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

We have 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.

2 unchanged sentences

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.

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.

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

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

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

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

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

For the six months ended June 30, 2026 and 2025, 73% and 74% of our contract sales were to our existing owners.

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

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

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

Financing propensity was 68% and 65% for the six months ended June 30, 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.

2 unchanged sentences

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

Three Months Ended March 31,

Six Months Ended June 30,

Weighted-average FICO score (1)

92 unchanged sentences

Real Estate Sales Operating Metrics

Three Months Ended March 31, Variance

Three Months Ended June 30, Variance

Six Months Ended June 30, Variance

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

13 unchanged sentences

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

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%.

Contract sales decreased $24 million for the three months ended June 30, 2026, compared to the same period in 2025, primarily due to a 8.6% decrease in VPG offset by an increase in tour flow of 6.1%.

Contract sales decreased $26 million for the six months ended June 30, 2026, compared to the same period in 2025, primarily due to a 8.3% decrease in VPG offset by an increase in tour flow of 7.2%.

Net Construction Deferral Activity

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

The real estate sales and financing segment is impacted by construction related deferral and recognition activity.

real estate sales and financing segment is impacted by construction related deferral and recognition activity.

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.

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

Three Months Ended March 31, Variance

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

($ in millions) 2026 2025 $ 2026 2025 $

6 unchanged sentences

Net Cost of VOI sales (deferrals) recognitions

(17) (23) 6 (19) (60) 41

Sales and marketing expense (deferrals) (9) (14) 5 (20) (35) 15

1 unchanged sentence

Net Sales and marketing expense (deferrals) recognitions

(9) (14) 5 (14) (35) 21

Net construction (deferrals) recognitions

1 unchanged sentence

Results of Operations

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

Three and Six Months Ended June 30, 2026 Compared with the Three and Six Months Ended June 30, 2025

Segment Results

1 unchanged sentence

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

Three Months Ended March 31, Variance

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

($ in millions) 2026 2025 $ % 2026 2025 $ %

10 unchanged sentences

Real Estate Sales and Financing Segment

Three Months Ended March 31, Variance

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

($ in millions) 2026 2025 $ % 2026 2025 $ %

8 unchanged sentences

25.4 % 21.2 % 25.4 % 18.7 %

(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

(1) Excluding the package sales and other fees adjustment, Real estate profit margin was 21.8% and 18.5% for the three months ended June 30, 2026 and 2025, and 21.8% and 16.2% for the six months ended June 30, 2026 and 2025.

Sales revenue increased $18 million for the three months ended June 30, 2026, compared to the same period in 2025, primarily due to a net construction deferral of $54 million in 2026 compared to a net construction deferral of $82 million in 2025 and an increase in contract sales excluding fee-for-service of $14 million, partially offset by a decrease in fee-for-service commissions of $20 million.

Sales revenue increased $98 million for the six months ended June 30, 2026, compared to the same period in 2025, primarily due to a net construction deferral of $79 million in 2026 compared to a net construction deferral of $208 million in 2025, partially offset by decreases in fee-for-service commissions of $17 million and sales incentives of $14 million.

Real estate expense decreased $10 million for the three months ended June 30, 2026, compared to the same period in 2025, primarily due to net construction deferral activity of $26 million in 2026 compared to $37 million in 2025.

Real estate expense increased $6 million for the six months ended June 30, 2026, compared to the same period in 2025, primarily due to net construction deferral activity of $33 million in 2026 compared to $95 million in 2025, partially offset by decreases in costs of contract sales excluding fee-for-service of $30 million and selling expenses of $19 million.

Three Months Ended June 30, Variance

Six Months Ended June 30, Variance

($ in millions) 2026 2025 $ % 2026 2025 $ %

6 unchanged sentences

Consumer financing interest expense

37 26 11 42.3 69 55 14 25.5

Other financing expense 19 26 (7) (26.9) 37 51 (14) (27.5)

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

2 2 — — 3 3 — —

Financing expense 58 54 4 7.4 109 109 — —

1 unchanged sentence

Financing profit margin 59.7 % 57.1 % 61.3 % 56.6 %

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.

Financing revenue increased $18 million for the three months ended June 30, 2026, compared to the same period in 2025, primarily due to an increase in the average outstanding balance of the timeshare financing receivables portfolio and a decrease in the premium amortization of acquired timeshare financing receivables of $4 million.

Financing revenue increased $31 million for the six months ended June 30, 2026, compared to the same period in 2025, primarily due to an increase in the average outstanding balance of the timeshare financing receivables portfolio and a decrease in the premium amortization of acquired timeshare financing receivables of $9 million.

Financing expense increased $4 million for the three months ended June 30, 2026, compared to the same period in 2025, primarily due to an increase in consumer financing interest expense of $11 million due to an increase in the average non-recourse debt balance partially offset by a decrease in the provision for credit losses of the acquired portfolio of $6 million.

Financing expense remained consistent for the six months ended June 30, 2026, compared to the same period in 2025.

Resort Operations and Club Management Segment

Resort and Club Management

Three Months Ended March 31, Variance

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

($ in millions) 2026 2025 $ % 2026 2025 $ %

7 unchanged sentences

Resort and club management profit margin 67.7 % 69.4 % 67.9 % 69.9 %

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.

Resort and club management revenue increased $6 million for the three months ended June 30, 2026, compared to the same period in 2025, primarily due to increases in club annual dues revenue of $2 million, management fees revenue of $2 million and license fee revenue of $1 million.

Resort and club management revenue increased $8 million for the six months ended June 30, 2026, compared to the same period in 2025, primarily due to an increase in management fees revenue of $6 million and license fee revenue of $2 million.

Resort and club management expenses increased $5 million for the three months ended June 30, 2026, compared to the same period in 2025, primarily due to employee-related expenses.

Resort and club management expenses increased $10 million for the six months ended June 30, 2026, compared to the same period in 2025, primarily due to employee-related expenses.

Rental and Ancillary Services

Three Months Ended March 31, Variance (1)

Three Months Ended June 30, Variance (1)

Six Months Ended June 30, Variance

($ in millions) 2026 2025 $ % 2026 2025 $ %

7 unchanged sentences

Rental and ancillary services profit margin (4.8) % (4.1) % (7.1) % (7.1) %

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

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.

Rental and ancillary services revenue increased $15 million and $25 million for both the three and six months ended June 30, 2026, compared to the same periods in 2025, primarily driven by higher transient revenues as a result of increased occupied room nights and average daily rates.

Rental and ancillary services expenses increased $17 million and $27 million for the three and six months ended June 30, 2026, compared to the same periods in 2025, primarily due to increases in maintenance fees on unsold inventory and other rental expenses.

Other Operating Expenses

Three Months Ended March 31, Variance

Three Months Ended June 30, Variance Six Months Ended June 30, Variance (1)

($ in millions) 2026 2025 $ % 2026 2025 $ %

1 unchanged sentence

Depreciation and amortization 71 59 12 20.3 142 126 16 12.7

License fee expense 53 49 4 8.2

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

License fees 58 52 6 11.5 111 101 10 9.9

Loss on sale and impairment 48 1 47 NM 48 1 47 NM

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

For the three months ended June 30, 2026, operating expenses increased compared to the same period in 2025.

Loss on sale and impairment increased $47 million primarily due to the disposition of our interests in certain properties.

Depreciation and amortization expense increased by $12 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 March 31, Variance

General and administrative increased by $9 million primarily due to professional fees and employee-related expenses.

License fees increased by $6 million primarily due to licensing fees paid to Hilton.

For the six months ended June 30, 2026, operating expenses increased compared to the same period in 2025.

Loss on sale and impairment increased $47 million primarily due to the disposition of our interests in certain properties.

Depreciation and amortization expense increased by $16 million primarily due to amortization expense of software intangibles.

General and administrative increased by $12 million primarily due to professional fees and employee-related expenses.

License fees increased by $10 million primarily due to licensing fees paid to Hilton.

Acquisition and Integration-Related

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

($ in millions) 2026 2025 $ % 2026 2025 $ %

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

Acquisition and integration-related $ 14 $ 26 $ (12) (46.2) $ 26 $ 54 $ (28) (51.9)

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

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

For the 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.

For the three and six months ended June 30, 2026, acquisition and integration-related costs decreased by $12 million and $28 million compared to the same period in 2025, primarily due to decreases of $10 million and $20 million in employee-related expenses and professional service fees of $2 million and $7 million.

Non-Operating Expenses

Three Months Ended March 31, Variance (1)

Three Months Ended June 30, Variance (1)

Six Months Ended June 30, Variance (1)

($ in millions) 2026 2025 $ % 2026 2025 $ %

1 unchanged sentence

Equity in earnings from unconsolidated affiliates (2) (6) 4 (66.7) (7) (11) 4 (36.4)

Other loss (gain), net

Other (gain) loss, net — (4) 4 (100.0) 1 (10) 11 NM

Income tax expense 8 15 (7) (46.7) 14 21 (7) (33.3)

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

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 changes in non-operating expenses for both the three and six months ended June 30, 2026, compared to the same periods in 2025, were primarily due to interest expense, other (gain) loss, net and income tax expense.

The decrease in interest expense was primarily due to a decrease in the weighted average interest rate on our corporate debt.

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.

For the three months ended June 30, 2026, the decrease in income tax expense was primarily driven by the overall change in pretax earnings compared to the same period in 2025.

For the six months ended June 30, 2026, the decrease in income tax expense was driven by discrete items, partially offset by the overall change in pretax earnings compared to the same period in 2025.

Net income attributable to noncontrolling interest

Three Months Ended March 31, Variance

Three Months Ended June 30, Variance

Six Months Ended June 30, Variance

($ in millions) 2026 2025 $ % 2026 2025 $ %

6 unchanged sentences

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

Three Months Ended March 31, Variance (1)

Three Months Ended June 30, Variance (1)

Six Months Ended June 30, Variance (1)

($ in millions) 2026 2025 $ % 2026 2025 $ %

Net income (loss) attributable to stockholders

$ 66 $ (17) $ 83 NM

Net income attributable to stockholders $ 12 $ 25 $ (13) (52.0) $ 78 $ 8 $ 70 NM

Net income attributable to noncontrolling interest

3 3 — — 5 8 (3) (37.5)

Net income (loss)

68 (12) 80 NM

Net income 15 28 (13) (46.4) 83 16 67 NM

Interest expense 70 79 (9) (11.4) 143 156 (13) (8.3)

1 unchanged sentence

Depreciation and amortization 71 59 12 20.3 142 126 16 12.7

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

EBITDA 164 182 (18) (9.9) 382 320 62 19.4

Other loss (gain), net

Other (gain) loss, net — (4) 4 (100.0) 1 (10) 11 NM

Share-based compensation expense 25 23 2 8.7 36 35 1 2.9

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

Loss on sale and impairment expense 48 1 47 NM 48 1 47 NM

Acquisition and integration-related 14 26 (12) (46.2) 26 54 (28) (51.9)

Other adjustment items (2)

3 unchanged sentences

Adjusted EBITDA attributable to stockholders $ 265 $ 233 $ 32 13.7 $ 514 $ 413 $ 101 24.5

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

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

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

1 unchanged sentence

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 March 31, Variance (1)

Three Months Ended June 30, Variance (1)

($ in millions) 2026 2025 $ % 2026 2025 $ %

Net income (loss) attributable to stockholders

$ 66 $ (17) $ 83 NM

Net income attributable to stockholders $ 12 $ 25 $ (13) (52.0) $ 78 $ 8 $ 70 NM

Net income attributable to noncontrolling interest

3 3 — — 5 8 (3) (37.5)

Net income (loss)

68 (12) 80 NM

Net income 15 28 (13) (46.4) 83 16 67 NM

Interest expense 70 79 (9) (11.4) 143 156 (13) (8.3)

Income tax expense

8 15 (7) (46.7) 14 21 (7) (33.3)

Depreciation and amortization 71 59 12 20.3 142 126 16 12.7

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

EBITDA 164 182 (18) (9.9) 382 320 62 19.4

Other loss (gain), net

Other (gain) loss, net — (4) 4 (100.0) 1 (10) 11 NM

Equity in earnings from unconsolidated affiliates (2)

License fee expense 53 49 4 8.2

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

(2) (7) 5 (71.4) (7) (12) 5 (41.7)

Loss on sale and impairment expense 48 1 47 NM 48 1 47 NM

License fees 58 52 6 11.5 111 101 10 9.9

Acquisition and integration-related 14 26 (12) (46.2) 26 54 (28) (51.9)

General and administrative 67 58 9 15.5 116 104 12 11.5

6 unchanged sentences

(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 three and six months ended June 30, 2025.

We evaluate our business segment operating performance using segment Adjusted EBITDA, as described in Note 17:

1 unchanged sentence

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

Three Months Ended March 31, Variance

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

($ in millions) 2026 2025 $ % 2026 2025 $ %

5 unchanged sentences

Adjusted EBITDA from unconsolidated affiliates 2 7 (5) (71.4) 7 12 (5) (41.7)

License fee expense (53) (49) (4) 8.2

License fees (58) (52) (6) 11.5 (111) (101) (10) 9.9

General and administrative (2)

12 unchanged sentences

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

Three Months Ended March 31, Variance

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

($ in millions) 2026 2025 $ % 2026 2025 $ %

14 unchanged sentences

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

• As of June 30, 2026, we had total cash and cash equivalents of $272 million and restricted cash of $296 million.

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

• 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.

• During the six months ended June 30, 2026, we repurchased 6 million shares for $300 million, excluding the excise tax, under our share repurchase programs.

Earnings Per Share for additional information.

• 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.

• In April 2026, we completed a securitization of approximately $500 million of gross timeshare financing receivables.

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

Debt and Non-Recourse Debt for additional information.

• In June 2026, we completed a securitization of approximately $300 million of gross timeshare financing receivables.

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

Debt and Non-Recourse Debt for additional information.

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

• As of June 30, 2026, we had an aggregate of $755 million remaining borrowing capacity under our Timeshare Facility.

As of June 30, 2026, we had $1.3 billion of notes that were current on payments but not securitized.

Of that figure, approximately $719 million could be monetized through either warehouse borrowing or securitization while another $372 million of mortgage notes we anticipate being eligible following certain customary milestones such as first payment, deeding and recording.

1 unchanged sentence

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

As of June 30, 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:

Three Months Ended March 31, Variance

Six Months Ended June 30, Variance

($ in millions) 2026 2025 $

12 unchanged sentences

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

The 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 increase in net cash provided by operating activities for the six months ended June 30, 2026, compared to the same period in 2025, was primarily due to an increase of $67 million in net income, along with increases in loss on sale and impairment of $47 million, provision for loan losses of $31 million and depreciation and amortization of $16 million.

The following table summarizes our VOI inventory spending:

Three Months Ended March 31,

Six Months Ended June 30,

($ in millions) 2026 2025

7 unchanged sentences

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

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).

The increase in net cash used in investing activities for the six months ended June 30, 2026 compared to the same period in 2025, was primarily due to cash paid $100 million for the Elara Acquisition in 2026, partially offset by a decrease in capital expenditures for property and equipment (excluding inventory) of $20 million.

Financing Activities

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.

Net cash used in financing activities for the six months ended June 30, 2026 was $115 million compared to $213 million for the same period in 2025.

The change was primarily due to net proceeds from debt and non-recourse debt of $192 million in 2026 compared to net proceeds of $99 million in 2025.

Share Repurchase Plans

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.

As of June 30, 2026, we had $128 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 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.

As of June 30, 2026, we were committed to $9.8 billion in contractual obligations over 14 years, $587 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 $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.

Critical Accounting Policies and Estimates

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We have discussed those policies and estimates that we believe are critical and require the use of complex judgment in their application in our Annual Report on Form 10-K for the year ended December 31, 2025.

There have been no changes in our critical accounting estimates and assumptions included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 except as follows.

Business Combinations

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

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

Any excess of the purchase consideration over the fair value of the identified assets and liabilities acquired is recognized as goodwill and if the fair value of assets acquired and liabilities assumed exceeds the purchase consideration a gain on bargain purchase is recognized.

The fair value of net assets is the

fair value assigned to the assets acquired reduced by the fair value assigned to liabilities assumed and noncontrolling interest.

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

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

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

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

Acquisition for additional information.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis