Item 1. Financial Statements
Item 1. Financial Statements
HILTON GRAND VACATIONS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share data)
June 30, 2026 December 31, 2025
(unaudited)
ASSETS
Cash and cash equivalents $ 272 $ 239
Restricted cash 296 332
Accounts receivable, net
312 270
Timeshare financing receivables, net 3,591 3,115
Inventory 2,546 2,522
Property and equipment, net 899 859
Operating lease right-of-use assets, net 63 72
Investments in unconsolidated affiliates 20 63
Goodwill 1,986 1,985
Intangible assets, net 1,592 1,670
Other assets 657 410
TOTAL ASSETS (variable interest entities - $ 2,642 and $ 2,601 )
$ 12,234 $ 11,537
LIABILITIES AND EQUITY
Accounts payable, accrued expenses and other $ 1,169 $ 1,018
Advanced deposits 228 228
Debt, net 4,876 4,545
Non-recourse debt, net 2,896 2,716
Operating lease liabilities 79 89
Deferred revenue
864 637
Deferred income tax liabilities
864 864
Total liabilities (variable interest entities - $ 2,884 and $ 2,824 )
10,976 10,097
Commitments and contingencies - see Note 18
Preferred stock, $ 0.01 par value; 300,000,000 authorized shares, none
issued or outstanding as of June 30, 2026 and December 31, 2025
— —
Common stock, $ 0.01 par value; 3,000,000,000 authorized shares,
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
1 1
Additional paid-in capital 1,230 1,276
Accumulated (deficit) retained earnings
( 101 ) 34
Accumulated other comprehensive loss
( 28 ) ( 22 )
Total stockholders' equity
1,102 1,289
Noncontrolling interest
156 151
Total equity
1,258 1,440
TOTAL LIABILITIES AND EQUITY
$ 12,234 $ 11,537
See notes to unaudited condensed consolidated financial statements.
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HILTON GRAND VACATIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(in millions, except per share data)
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Revenues
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
Resort and club management 189 183 374 366
Rental and ancillary services 210 195 407 382
Cost reimbursements 150 128 299 261
Total revenues 1,358 1,266 2,643 2,414
Expenses
Cost of VOI sales 38 38 83 63
Sales and marketing 482 479 919 904
Financing 58 54 109 109
Resort and club management 61 56 120 110
Rental and ancillary services 220 203 436 409
General and administrative 67 58 116 104
Acquisition and integration-related 14 26 26 54
Depreciation and amortization 71 59 142 126
License fees 58 52 111 101
Loss on sale and impairment 48 1 48 1
Cost reimbursements 150 128 299 261
Total operating expenses 1,267 1,154 2,409 2,242
Interest expense ( 70 ) ( 79 ) ( 143 ) ( 156 )
Equity in earnings from unconsolidated affiliates 2 6 7 11
Other gain (loss), net — 4 ( 1 ) 10
Income before income taxes 23 43 97 37
Income tax expense ( 8 ) ( 15 ) ( 14 ) ( 21 )
Net income 15 28 83 16
Net income attributable to noncontrolling interest
3 3 5 8
Net income attributable to stockholders $ 12 $ 25 $ 78 $ 8
Earnings per share attributable to stockholders:
Basic $ 0.15 $ 0.26 $ 0.97 $ 0.09
Diluted $ 0.15 $ 0.25 $ 0.95 $ 0.08
See notes to unaudited condensed consolidated financial statements.
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HILTON GRAND VACATIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(in millions)
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) 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 attributable to stockholders $ 9 $ 27 $ 72 $ 3
See notes to unaudited condensed consolidated financial statements.
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HILTON GRAND VACATIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in millions)
Six Months Ended June 30,
2026 2025
Operating Activities
Net income $ 83 $ 16
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 142 126
Amortization of deferred financing costs, acquisition premiums and other 31 37
Provision for loan losses 211 180
Loss on sale and impairment 48 1
Other loss (gain), net 1 ( 10 )
Share-based compensation 36 35
Deferred income tax expense — 6
Equity in earnings from unconsolidated affiliates ( 7 ) ( 11 )
Return on investment in unconsolidated affiliates 7 5
Net changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable, net ( 28 ) ( 123 )
Timeshare financing receivables, net ( 302 ) ( 224 )
Inventory ( 17 ) ( 63 )
Purchases and development of real estate for future conversion to inventory ( 29 ) ( 61 )
Other assets ( 249 ) ( 222 )
Accounts payable, accrued expenses and other 109 99
Advanced deposits ( 1 ) 9
Deferred revenue 227 299
Net cash provided by operating activities 262 99
Investing Activities
Acquisitions, net of cash, cash equivalents and restricted cash acquired ( 100 ) —
Capital expenditures for property and equipment (excluding inventory) ( 9 ) ( 29 )
Software capitalization costs ( 32 ) ( 37 )
Net cash used in investing activities ( 141 ) ( 66 )
Financing Activities
Proceeds from debt 1,285 1,427
Proceeds from non-recourse debt 1,469 1,690
Repayment of debt ( 968 ) ( 1,507 )
Repayment of non-recourse debt ( 1,594 ) ( 1,511 )
Payment of debt issuance costs ( 13 ) ( 13 )
Repurchase and retirement of common stock ( 300 ) ( 300 )
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
Other ( 3 ) ( 1 )
Net cash used in financing activities ( 115 ) ( 213 )
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 )
Cash, cash equivalents and restricted cash, beginning of period 571 766
Cash, cash equivalents and restricted cash, end of period 568 592
Less: Restricted cash 296 323
Cash and cash equivalents $ 272 $ 269
See notes to unaudited condensed consolidated financial statements.
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HILTON GRAND VACATIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)
(in millions)
Common Stock Additional
Paid-in
Capital Accumulated
Retained
Earnings (Deficit)
Accumulated
Other
Comprehensive
Loss
Noncontrolling Interest
Total Equity
Shares Amount
Balance as of December 31, 2025
83 $ 1 $ 1,276 $ 34 $ ( 22 ) $ 151 $ 1,440
Net income
— — — 66 — 2 68
Activity related to share-based compensation
1 — ( 3 ) — — — ( 3 )
Foreign currency translation adjustments, net of tax
— — — — ( 3 ) — ( 3 )
Repurchase and retirement of common stock ( 3 ) — ( 47 ) ( 105 ) — — ( 152 )
Balance as of March 31, 2026
81 $ 1 $ 1,226 $ ( 5 ) $ ( 25 ) $ 153 $ 1,350
Net income
— — — 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
Paid-in
Capital Accumulated
Retained
Earnings Accumulated
Other
Comprehensive
Loss
Noncontrolling Interest
Total Equity
Shares Amount
Balance as of December 31, 2024
97 $ 1 $ 1,399 $ 352 $ — $ 143 $ 1,895
Net (loss) income — — — ( 17 ) — 5 ( 12 )
Activity related to share-based compensation
— — 5 — — — 5
Foreign currency translation adjustments, net of tax — — — — ( 1 ) — ( 1 )
Derivative instrument adjustments, net of tax — — — — ( 6 ) — ( 6 )
Repurchase and retirement of common stock ( 4 ) — ( 53 ) ( 97 ) — — ( 150 )
Balance as of March 31, 2025
93 $ 1 $ 1,351 $ 238 $ ( 7 ) $ 148 $ 1,731
Net income
— — — 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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HILTON GRAND VACATIONS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION
Our Business
Hilton Grand Vacations Inc. (“Hilton Grand Vacations,” “we,” “us,” “our,” “HGV” or the “Company”) is a global timeshare company engaged in developing, marketing, selling, managing and operating timeshare resorts, timeshare plans and ancillary reservation services, primarily under the Hilton Grand Vacations brand.
Our operations primarily consist of selling vacation ownership intervals and vacation ownership interests (collectively, “VOIs” or “VOI”) for us and third parties; financing and servicing loans provided to consumers for their VOI purchases; operating resorts and timeshare plans; and managing our exchange programs. 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
The unaudited condensed consolidated financial statements presented herein include all of our assets, liabilities, revenues, expenses and cash flows as well as all entities in which we have a controlling financial interest. The determination of a controlling financial interest is based upon the terms of the governing agreements of the respective entities, including the evaluation of rights held by other interests. If the entity is considered to be a variable interest entity (“VIE”), we determine whether we are the primary beneficiary and then consolidate those VIEs for which we are the primary beneficiary. If the entity in which we hold an interest does not meet the definition of a VIE, we evaluate whether we have a controlling financial interest through our voting interests in the entity. We consolidate entities when we own more than 50% of the voting shares of a company or otherwise have a controlling financial interest, including Bluegreen/Big Cedar Vacations LLC (“Big Cedar”), a joint venture in which we are deemed to hold a controlling financial interest based on our 51 % equity interest, our active role as the day-to-day manager of its activities, and majority voting control of its management committee. All material intercompany transactions and balances have been eliminated in consolidation. Our accompanying unaudited condensed consolidated financial statements reflect all adjustments, including normal recurring items, considered necessary for a fair presentation.
The unaudited condensed consolidated financial statements reflect our financial position, results of operations and cash flows as prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). Certain information and disclosures normally included in financial statements presented in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Although we believe the disclosures made are adequate to prevent information presented from being misleading, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of and for the year ended December 31, 2025, included in our Annual Report on Form 10-K filed with the SEC on February 26, 2026.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and, accordingly, ultimate results could differ from those estimates. Interim results are not necessarily indicative of full year performance.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Recently Issued Accounting Pronouncements
Accounting Standards Not Yet Adopted
In November 2024, the FASB issued Accounting Standards Update 2024-03 (“ASU 2024-03”), Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . ASU 2024-03 provides amendments to improve disclosure requirements of specified information about certain costs and expenses, both on an interim and annual basis. The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The guidance should be applied either (1) prospectively or (2) retrospectively to any or all prior periods presented. The adoption of ASU 2024-03 is expected to impact disclosures only and not have an impact on our consolidated balance sheet and consolidated statement of income.
In September 2025, the FASB issued Accounting Standards Update 2025-06 (“ASU 2025-06”), Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 provides amendments to modernize the accounting for software costs. The guidance may be applied either (1) prospectively, (2) retrospectively, or (3) using a modified transition approach with early adoption
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permitted. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. We are currently evaluating the effects of this ASU, but do not expect a material impact on our financial statements or disclosures.
In December 2025, the FASB issued Accounting Standards Update 2025-11 (“ASU 2025-11”) Interim Reporting (Topic 270): Narrow-Scope Improvements . ASU 2025-11 provides amendments to improve the navigability of the required interim disclosures and clarify when that guidance is applicable. ASU 2025-11 is effective for interim periods within annual reporting periods beginning after December 15, 2027. The guidance may be applied either (1) prospectively or (2) retrospectively to any or all prior periods presented. We are currently evaluating the effects of this ASU but do not expect a material impact on our financial statements or disclosures.
NOTE 3: ACQUISITION
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
$ 131
Effective settlement of preexisting relationships (2)
$ ( 7 )
Total purchase consideration $ 124
Fair value of previously held 25 % ownership interest (3)
$ 44
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
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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
4
Timeshare financing receivables, net (1)
411
Inventory 37
Property and equipment 11
Other assets 4
Total assets acquired $ 496
Liabilities assumed
Accounts payable, accrued expenses and other 11
Advanced deposits
1
Debt
7
Non-recourse debt
310
Total liabilities assumed 329
Net assets acquired $ 167
Total purchase consideration $ 124
Plus: Fair value of previously held 25 % ownership interest
$ 44
Less: Net assets acquired
$ 167
Goodwill (2)
$ 1
(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. See Note 6: Timeshare Financing Receivables, net for additional information.
Inventory
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.
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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.
Debt
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.
Goodwill
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.
NOTE 4: REVENUE FROM CONTRACTS WITH CUSTOMERS
Disaggregation of Revenue
The following tables show our disaggregated revenues by product and segment from contracts with customers. We operate our business in the following two reportable segments: (i) Real estate sales and financing and (ii) Resort operations and club management . See Note 17: Business Segments for more information related to our segments.
($ in millions) Three Months Ended June 30, Six Months Ended June 30,
Real Estate Sales and Financing Segment 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
Interest income 133 114 258 229
Other financing revenue 11 12 24 22
Real estate sales and financing segment revenues $ 809 $ 760 $ 1,563 $ 1,405
($ in millions) Three Months Ended June 30, Six Months Ended June 30,
Resort Operations and Club Management Segment 2026 2025 2026 2025
Club management $ 72 $ 70 $ 142 $ 142
Resort management 117 113 232 224
Rental (1)
194 180 377 354
Ancillary services 16 15 30 28
Resort operations and club management segment revenues $ 399 $ 378 $ 781 $ 748
(1) Excludes intersegment eliminations. See Note 17: Business Segments for additional information.
Receivables from Contracts with Customers and Contract Liabilities
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
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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. See Note 6: Timeshare financing receivables for additional information.
The following table provides information on our contracts with customers which are included in Accounts receivable, net and Timeshare financing receivables, net on our condensed consolidated balance sheets:
($ in millions)
Receivables from contracts with customers: June 30, 2026 December 31, 2025
Accounts receivable, net $ 224 $ 200
Timeshare financing receivables, net (1)
3,591 3,115
Total $ 3,815 $ 3,315
(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. Such contract liabilities include advance deposits received on vacation packages for future stays at our resorts, deferred revenues related to sales of VOIs of projects under construction, club activation fees and annual dues, the liability for bonus points awarded to our customers for purchase of VOIs at our properties or properties under our fee-for-service arrangements that may be redeemed in the future and other deferred revenue.
The following table presents the composition of our contract liabilities:
($ in millions)
Contract liabilities: June 30, 2026 December 31, 2025
Advanced deposits $ 228 $ 228
Deferred sales of VOIs of projects under construction 539 460
Club activation fees and annual dues
152 74
Bonus point incentive liability (1)
113 113
Other 111 42
Total 1,143 917
(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 June 30, 2026 and December 31, 2025. 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 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
Transaction price allocated to remaining performance obligations represents contract revenue that has not yet been recognized. Deferred VOI sales primarily include the deferred revenues of sales associated with projects under construction. The following table presents the deferred revenue, deferred cost of VOI sales and deferred direct selling costs from sales of VOIs related to projects under construction:
($ in millions) June 30, 2026 December 31, 2025
Sales of VOIs, net $ 539 $ 460
Cost of VOI sales 152 133
Sales and marketing expense 88 74
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.
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The following table includes the remaining transaction price related to our contract liabilities as of June 30, 2026:
($ in millions) Remaining
Transaction Price Recognition Period Recognition Method
Advanced deposits $ 228 18 months Upon customer stays
Club activation fees 82 7 years Straight-line basis over average inventory holding period
Bonus point incentive liability 113 18 - 30 months
Upon redemption
Annual club dues
70 1 year Straight-line basis
Other
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 $ 153 million as of June 30, 2026.
NOTE 5: ACCOUNTS RECEIVABLE
Accounts receivable are measured at amortized cost. The following table represents our accounts receivable, net of allowance for credit losses:
($ in millions) June 30, 2026 December 31, 2025
Fee-for-service commissions $ 16 $ 18
Real estate and financing 45 40
Resort and club operations 163 142
Tax receivables
88 66
Other receivables — 4
Total $ 312 $ 270
Our accounts receivable are generally due within one year of origination. 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 six months ended June 30, 2026:
($ in millions) Fee-for-service commissions
Real estate and financing
Resort and club operations
Total
Balance as of December 31, 2025
$ 30 $ 62 $ 1 $ 93
Current period provision for expected credit losses 4 13 14 31
Write-offs charged against the allowance (1)
( 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.
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NOTE 6: TIMESHARE FINANCING RECEIVABLES
We define our timeshare financing receivables portfolio as (i) originated and (ii) acquired. 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) June 30,
2026 December 31,
2025 June 30,
2026 December 31,
2025
Securitized $ 2,116 $ 1,734 $ 583 $ 373
Unsecuritized (1)
1,854 1,931 425 276
Timeshare financing receivables, gross 3,970 3,665 1,008 649
Unamortized non-credit acquisition net premium — — 27 34
Less: allowance for financing receivables losses ( 1,195 ) ( 1,078 ) ( 219 ) ( 155 )
Timeshare financing receivables, net $ 2,775 $ 2,587 $ 816 $ 528
(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 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 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 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.
We apply payments we receive for loans, including those in non-accrual status, to amounts due in the following order: servicing fees; interest; principal; and late charges. Once a loan is 91 days past due, we cease accruing interest and reverse the accrued interest recognized up to that point. We resume interest accrual for loans for which we had previously ceased accruing interest once the loan is less than 91 days past due. We fully reserve for a timeshare financing receivable in the month following the date that the loan is 121 days past due and, subsequently, we write off the uncollectible note against the reserve once the foreclosure process, which is governed by product type and local law, is complete.
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. We record the difference between the timeshare financing receivable and the variable consideration included in the transaction price for the sale of the related VOI as an allowance for financing receivables and record the receivable net of the allowance. For our acquired portfolio, any changes to the estimates of our allowance are recorded within Financing expense on our unaudited condensed consolidated statements of income in the period in which the change occurs.
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The changes in our allowance for financing receivables losses were as follows:
($ in millions) Originated
Acquired
Balance as of December 31, 2025
$ 1,078 $ 155
Initial allowance for financing receivables acquired during the period — 96
Provision for financing receivables losses (1)
217 —
Write-offs ( 107 ) ( 39 )
Inventory recoveries — 14
Upgrades (2)
7 ( 7 )
Balance as of June 30, 2026
$ 1,195 $ 219
($ in millions) Originated
Acquired
Balance as of December 31, 2024
$ 804 $ 268
Provision for financing receivables losses (1)
167 13
Write-offs ( 84 ) ( 132 )
Inventory recoveries — 57
Upgrades (2)
17 ( 17 )
Balance as of June 30, 2025
$ 904 $ 189
(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. For the Acquired portfolio, this amount includes incremental provision for credit loss expense from Acquired loans.
(2) Represents the initial change in allowance resulting from upgrades of Acquired receivables. Upgraded Acquired receivables and their related allowance are included in the Originated portfolio.
Originated Timeshare Financing Receivables
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
2027 181 122 303
2028 196 133 329
2029 211 148 359
2030 229 167 396
Thereafter 1,214 1,223 2,437
Total $ 2,116 $ 1,854 $ 3,970
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. 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. Consequently, the fair value of the acquired timeshare financing receivables recorded on our unaudited condensed consolidated balance sheet as of the respective acquisition date included an estimate of expected financing receivable losses which became the historical cost basis for that portfolio going forward.
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The allowance for financing receivable losses for our acquired timeshare financing receivables is remeasured at each period end and takes into consideration an estimated measure of anticipated defaults and early repayments. 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. 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
2027 84 55 139
2028 84 55 139
2029 84 50 134
2030 78 48 126
Thereafter 212 191 403
Total $ 583 $ 425 $ 1,008
Credit Quality of Timeshare Financing Receivables
We evaluate each portfolio collectively for purposes of estimating variable consideration, since each holds a large group of homogeneous timeshare financing receivables which are individually immaterial. We monitor the collectability of our receivables on an ongoing basis. There are no significant concentrations of credit risk with any individual counterparty or groups of counterparties. We use a technique referred to as static pool analysis as the basis for estimating expected defaults and determining our allowance for financing receivables losses on our timeshare financing receivables. The static pool analysis includes several years of default data through which we stratify our portfolio using certain key dimensions such as FICO scores and equity percentage at the time of sale. The adequacy of the related allowance is determined by management through analysis of the specific risk characteristics of the portfolio including assumed default rates, aging and historical write-offs of these receivables.
Originated Timeshare Financing Receivables
Our originated gross balances by FICO score of our originated timeshare financing receivables are below:
($ in millions) Originated
FICO score (1)
June 30,
2026 December 31,
2025
700+ $ 2,693 $ 2,492
600-699 824 756
<600 89 74
No score (2)
364 343
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 table above.
(2) Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.
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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
600-699 188 299 173 75 52 37 824
<600 28 31 14 7 5 4 89
No score (1)
80 121 86 34 17 26 364
Total $ 1,013 $ 1,421 $ 780 $ 334 $ 230 $ 192 $ 3,970
Current period gross write-offs $ — $ 5 $ 22 $ 35 $ 23 $ 22 $ 107
(1) Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.
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,
2025 June 30,
2026 December 31,
2025
Current $ 2,030 $ 1,667 $ 1,337 $ 1,482
31 - 90 days past due 51 45 38 41
91 - 120 days past due 20 16 12 16
121 days and greater past due 15 6 467 392
Total $ 2,116 $ 1,734 $ 1,854 $ 1,931
Acquired Timeshare Financing Receivables
Our gross balances by FICO score of our acquired timeshare financing receivables are below:
($ in millions) Acquired
FICO score (1)
June 30,
2026 December 31,
2025
700+ $ 666 $ 366
600-699 251 187
<600 24 12
No score (2)
67 84
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 table above.
(2) Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.
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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
600-699 9 21 19 61 42 99 251
<600 2 3 2 3 2 12 24
No score (1)
— 1 1 17 11 37 67
Total $ 55 $ 124 $ 100 $ 246 $ 148 $ 335 $ 1,008
Current period gross write-offs $ — $ — $ 3 $ 14 $ 9 $ 13 $ 39
(1) Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.
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,
2025 June 30,
2026 December 31,
2025
Current $ 557 $ 357 $ 203 $ 125
31 - 90 days past due 16 9 6 6
91 - 120 days past due 6 6 4 2
121 days and greater past due 4 1 212 143
Total $ 583 $ 373 $ 425 $ 276
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,
2025
Current $ 4,127 $ 3,631
31 - 90 days past due 111 101
91 - 120 days past due 42 40
121 days and greater past due 698 542
Total (1)
$ 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.
NOTE 7: INVENTORY
Inventory was comprised of the following:
($ in millions) June 30, 2026 December 31, 2025
Completed unsold VOIs $ 2,046 $ 2,026
Construction in process 499 495
Land, infrastructure and other 1 1
Total $ 2,546 $ 2,522
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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 June 30, Six Months Ended June 30,
($ in millions) 2026 2025 2026 2025
Cost of sales true-up (1)
$ 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 .
NOTE 8: 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. The timeshare financing receivables held by these entities are not available to our creditors and are not our legal assets, nor is the debt that is securitized through these entities a legal liability to us.
We have determined that we are the primary beneficiaries of these VIEs as we have the power to direct the activities that most significantly affect their economic performance. We are the servicer of these timeshare financing receivables, and we often replace or repurchase timeshare financing receivables that are in default at their outstanding principal amounts. Additionally, we have the right to receive benefits that could be significant to them. 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. See Note 11: 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) June 30, 2026 December 31, 2025
Restricted cash $ 120 $ 142
Timeshare financing receivables, net 2,496 2,435
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 six months ended June 30, 2026. These amounts are included within Financing revenue and Financing expense in the unaudited condensed consolidated statement of income.
($ in millions)
Interest income $ 198
Interest expense 61
Debt issuance cost amortization 7
Administrative expenses 5
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.
NOTE 9: INVESTMENTS IN UNCONSOLIDATED AFFILIATES
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. See Note 3: Acquisition for additional information.
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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. See Note 16: Related Party Transactions for additional information.
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 .
NOTE 10: INTANGIBLE ASSETS
Intangible assets and related accumulated amortization were as follows:
June 30, 2026
($ in millions) Gross Carrying Amount Accumulated Amortization
Net Carrying Amount
Trade name $ 48 $ ( 29 ) $ 19
Management contracts 1,869 ( 664 ) 1,205
Club member relationships 174 ( 100 ) 74
Capitalized software 381 ( 251 ) 130
Marketing agreements
154 ( 28 ) 126
Other contract-related intangible assets
50 ( 12 ) 38
Total $ 2,676 $ ( 1,084 ) $ 1,592
December 31, 2025
($ in millions) Gross Carrying Amount Accumulated Amortization
Net Carrying Amount
Trade name $ 48 $ ( 27 ) $ 21
Management contracts 1,869 ( 605 ) 1,264
Club member relationships 174 ( 93 ) 81
Capitalized software 349 ( 217 ) 132
Marketing agreements
154 ( 22 ) 132
Other contract-related intangible assets
50 ( 10 ) 40
Total $ 2,644 $ ( 974 ) $ 1,670
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.
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NOTE 11: DEBT AND NON-RECOURSE DEBT
Debt
The following table details our outstanding debt balance and its associated interest rates:
($ in millions) Interest Rate
June 30, 2026 December 31, 2025
Debt (1)
Senior secured credit facility
Term loan A due 2028
5.294 % $ 400 $ 400
Term loan B due 2028
5.644 % 847 851
Term loan B due 2031
5.644 % 882 887
Revolver due 2030 (2)
5.275 % 465 130
Senior notes due 2029
5.000 % 850 850
Senior notes due 2031
4.875 % 500 500
Senior notes due 2032
6.625 % 900 900
Other debt
82 85
Total debt, gross 4,926 4,603
Less: unamortized deferred financing costs and discounts (3)
( 50 ) ( 58 )
Total debt, net $ 4,876 $ 4,545
(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 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 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 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 six months ended June 30, 2026:
Net unrealized gain on derivative instruments
Balance as of December 31, 2025
$ 14
Other comprehensive loss before reclassifications, net
4
Reclassifications to net income
( 4 )
Balance as of June 30, 2026
$ 14
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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 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 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 June 30, 2026 December 31, 2025
Non-recourse debt (1)
Timeshare Facility due 2029 (2)
4.779 % $ 245 $ 615
Securitized Debt due 2034- 2045 (3)
5.056 % 2,668 2,106
Quorum Purchase Facility due 2034
5.023 % 3 4
NBA Receivables Facility due 2031
5.394 % 17 26
Total non-recourse debt, gross 2,933 2,751
Less: unamortized deferred financing costs and discount (4)
( 37 ) ( 35 )
Total non-recourse debt, net $ 2,896 $ 2,716
(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. 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 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 in part some of our
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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 $ 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
Recourse on the NBA Receivables Facility is generally limited to the greater of 15 % of the outstanding borrowings and $ 5 million, subject to certain exceptions.
Debt Maturities
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
Year
2026 (remaining six months) $ 12 $ 338 $ 350
2027 22 575 597
2028 1,257 469 1,726
2029 871 620 1,491
2030 483 298 781
Thereafter 2,281 633 2,914
Total $ 4,926 $ 2,933 $ 7,859
NOTE 12: FAIR VALUE MEASUREMENTS
The carrying amounts and estimated fair values of our financial assets and liabilities were as follows:
June 30, 2026
Fair Value
($ in millions) Carrying
Amount Level 1 Level 3
Assets:
Timeshare financing receivables, net
$ 3,591 $ — $ 3,943
Liabilities:
Debt, net
4,876 4,340 566
Non-recourse debt, net
2,896 2,674 263
December 31, 2025
Fair Value
($ in millions) Carrying
Amount Level 1 Level 3
Assets:
Timeshare financing receivables, net
$ 3,115 $ — $ 3,419
Liabilities:
Debt, net
4,545 4,352 233
Non-recourse debt, net
2,716 2,128 640
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Our estimates of the fair values were determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop the estimated fair values. The table above excludes interest rate swaps discussed below and cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses and other and advanced deposits, all of which had fair values approximating their carrying amounts due to the short maturities and liquidity of these instruments.
The estimated fair values of our Level 3 originated and acquired timeshare financing receivables were determined using a discounted cash flow model. Our model incorporates default rates, coupon rates, credit quality and loan terms respective to the portfolio based on current market assumptions for similar types of arrangements.
The estimated fair values of our Level 2 derivative financial instruments were determined utilizing projected future cash flows discounted based on an expectation of future interest rates derived from observable market interest rate curves and market volatility. See Note 11: Debt and Non-recourse Debt above.
The estimated fair values of our Level 1 debt and non-recourse debt were based on prices in active debt markets. The estimated fair value of our Level 3 debt and non-recourse debt were based on the following:
• Debt – based on indicative quotes obtained for similar issuances and projected future cash flows discounted at risk-adjusted rates.
• Non-recourse debt – based on projected future cash flows discounted at risk-adjusted rates.
NOTE 13: INCOME TAXES
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. statutory federal tax rate of 21% is primarily due to discrete tax benefits, partially offset by state and foreign income taxes. Our discrete items are primarily related to unrecognized tax benefits.
Cash paid for income taxes, net of refunds, was $ 47 million and $ 130 million for the six months ended June 30, 2026 and 2025.
NOTE 14: SHARE-BASED COMPENSATION
Stock Plan
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. 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.
Service RSUs
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.
Options
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 six months ended June 30, 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
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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.
We determined that the performance conditions for our Performance RSUs are probable of achievement, and we recognized compensation expense based on the number of Performance RSUs we expect to vest.
Employee Stock Purchase Plan
In March 2017, the Board of Directors adopted the Hilton Grand Vacations Inc. Employee Stock Purchase Plan (the “ESPP”), which became effective during 2017 and was subsequently amended in 2022. In connection with the ESPP, we reserved 2.5 million shares of common stock which may be purchased under the ESPP. The ESPP allows eligible employees to purchase shares of our common stock at a price per share not less than 85 % of the fair market value per share of common stock on the first day of the Purchase Period or the last day of the Purchase Period, whichever is lower, up to a maximum threshold established by the plan administrator for the offering period. 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.
NOTE 15: 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 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) 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.
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 June 30, 2026:
(in millions) Shares Cost
As of December 31, 2025
56 $ 2,149
Repurchases 6 300
As of June 30, 2026
62 $ 2,449
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.
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NOTE 16: RELATED PARTY TRANSACTIONS
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. See Note 3: Acquisition for additional information.
We record Equity in earnings from our unconsolidated affiliates in our unaudited condensed consolidated statements of income. See Note 9: 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 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 June 30, Six Months Ended June 30,
($ in millions) 2026 2025 2026 2025
Equity in earnings from unconsolidated affiliates $ 2 $ 6 $ 7 $ 11
Commissions and other fees 14 39 50 78
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. ( “ Apollo ” )
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.
NOTE 17: BUSINESS SEGMENTS
We operate our business through the following two reportable segments based on the nature of the products and services provided:
• Real estate sales and financing – We market and sell VOIs that we own. We also source VOIs through fee-for-service agreements with third-party developers. Related to the sales of the VOIs that we own, we provide consumer financing, which includes interest income generated from the origination of consumer loans to customers to finance their purchase of VOIs and revenue from servicing the loans. We also generate fee revenue from servicing the loans provided by third-party developers to purchasers of their VOIs.
• Resort operations and club management – We manage the clubs and earn activation fees, annual dues and transaction fees from member exchanges for other vacation products. We also earn fees for managing the timeshare properties. We generate rental revenue from unit rentals of unsold inventory and inventory made available due to ownership exchanges under our club programs. We also earn revenue from food and beverage, retail and spa outlets at our timeshare properties.
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Our chief operating decision maker “CODM” is our Chief Executive Officer. The CODM is our primary decision maker and is responsible for allocating resources to the components of the company and assessing company performance. The CODM uses Adjusted EBITDA to allocate resources (including employees and financial or capital resources) in the budgeting and forecasting process as well as assess performance and profitability for each segment. The performance of our operating segments, which are also our reportable segments, is evaluated based on adjusted earnings before interest expense (excluding non-recourse debt), taxes, depreciation and amortization (“EBITDA”). We define Adjusted EBITDA as EBITDA, further adjusted to exclude certain items, including, but not limited to, gains, losses and expenses in connection with: (i) other gains and losses, including asset dispositions and foreign currency transactions; (ii) debt restructurings/retirements; (iii) non-cash impairment losses; (iv) share-based and other compensation expenses; and (v) other items, including but not limited to costs associated with acquisitions, restructuring, amortization of premiums and discounts resulting from purchase accounting, and other non-cash and one-time charges.
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 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
Revenues:
Real estate sales and financing $ 809 $ 760 $ 1,563 $ 1,405
Resort operations and club management (1)
430 405 832 796
Total segment revenues 1,239 1,165 2,395 2,201
Cost reimbursements 150 128 299 261
Intersegment eliminations (1)
( 31 ) ( 27 ) ( 51 ) ( 48 )
Total revenues $ 1,358 $ 1,266 $ 2,643 $ 2,414
(1) 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.
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The following tables present Adjusted EBITDA for our reportable segments:
($ in millions)
For the three months ended June 30, 2026
Real Estate and Financing Resort Operations and Club Management Total
Revenues from external customers $ 809 $ 399 $ 1,208
Intersegment revenues — 31 31
Total segment revenues 809 430 1,239 (a)
Less:
Cost of VOI sales
38 — 38
Selling expense 200 — 200
Marketing expense 267 — 267
Financing expense 58 — 58
Club expense — 24 24
Property management expense — 37 37
Rental expense — 207 207
Other expenses 15 13 28
Total segment expenses 578 (b) 281 (c) 859
Other:
Share-based compensation expense 6 4 10
Other segment adjustment items 5 1 6 (d)
Intersegment elimination ( 31 ) — ( 31 ) (a)
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)
Less:
Cost of VOI sales
83 — 83
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
Other:
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.
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($ in millions)
For the three months ended June 30, 2025
Real Estate and Financing Resort Operations and Club Management Total
Revenues from external customers $ 760 $ 378 $ 1,138
Intersegment revenues — 27 27
Total segment revenues 760 405 1,165 (a)
Less:
Cost of VOI sales
38 — 38
Selling expense 206 — 206
Marketing expense 265 — 265
Financing expense 54 — 54
Club expense — 21 21
Property management expense — 35 35
Rental expense — 191 191
Other expenses 8 12 20
Total segment expenses 571 (b) 259 (c) 830
Other:
Share-based compensation expense 5 3 8
Other segment adjustment items 9 — 9 (d)
Intersegment elimination ( 27 ) — ( 27 ) (a)
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)
Less:
Cost of VOI sales
63 — 63
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
Other:
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. 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.
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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 June 30, Six Months Ended June 30,
($ in millions) 2026 2025 2026 2025
Adjusted EBITDA:
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 ( 14 ) ( 26 ) ( 26 ) ( 54 )
General and administrative ( 67 ) ( 58 ) ( 116 ) ( 104 )
Depreciation and amortization ( 71 ) ( 59 ) ( 142 ) ( 126 )
License fees ( 58 ) ( 52 ) ( 111 ) ( 101 )
Other gain (loss), net — 4 ( 1 ) 10
Interest expense ( 70 ) ( 79 ) ( 143 ) ( 156 )
Income tax expense ( 8 ) ( 15 ) ( 14 ) ( 21 )
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 15 28 83 16
Net income attributable to noncontrolling interest 3 3 5 8
Net income attributable to stockholders $ 12 $ 25 $ 78 $ 8
(1) Includes intersegment transactions. Refer to our table presenting revenues by reportable segment above for additional discussion.
(2) These amounts include costs associated with share-based compensation, restructuring, one-time charges and other non-cash items included within our reportable segments.
The following table presents total assets for our reportable segments, reconciled to consolidated amounts:
($ in millions) June 30, 2026 December 31, 2025
Real estate sales and financing $ 8,242 $ 7,807
Resort operations and club management 3,345 3,140
Total segment assets 11,587 10,947
Corporate 647 590
Total assets $ 12,234 $ 11,537
The following table presents capital expenditures for property and equipment (including inventory and leases) for our reportable segments, reconciled to consolidated amounts:
Six Months Ended June 30,
($ in millions) 2026 2025
Real estate sales and financing $ 43 $ 76
Resort operations and club management 1 1
Total segment capital expenditures
44 77
Corporate 8 28
Total capital expenditures
$ 52 $ 105
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NOTE 18: COMMITMENTS AND CONTINGENCIES
Bass Pro Shops Marketing Agreement Commitments
In November 2023, we entered into a 10-year exclusive marketing agreement with Bass Pro Shops (“Bass Pro”), a nationally-recognized retailer of fishing, marine, hunting, camping and sports gear, that provides us with the right to market and sell vacation packages at kiosks in Bass Pro’s and Cabela’s retail locations and through other means. This agreement became effective on the Bluegreen Acquisition Date. As 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 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 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 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
(remaining)
2027
2028
2029
2030
Thereafter Total
Marketing and license fee agreements
$ 19 $ 38 $ 38 $ 38 $ 39 $ 95 $ 267
Inventory purchase obligations (1)(2)(3)
7 8 53 44 66 34 212
Other commitments (4)
8 7 5 5 1 17 43
Total $ 34 $ 53 $ 96 $ 87 $ 106 $ 146 $ 522
(1) Commitments for properties in New York and Tennessee.
(2) For the property in New York, the payments are subject to the seller obtaining the inventory and providing clear title.
(3) For the property in Tennessee, we have the option to extend the full purchase of inventory up to 2033 pursuant to the terms of the purchase agreement.
(4) Primarily relates to commitments related to information technology and sponsorships.
Litigation Contingencies
We are involved in litigation arising from the normal course of business, some of which includes claims for substantial sums. We evaluate these legal proceedings and claims at each balance sheet date to determine the degree of probability of an unfavorable outcome and, when it is probable that a liability has been incurred, our ability to reasonably estimate the amount of loss. 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 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.
Surety Bonds
We utilize surety bonds related to the sales of VOIs in order to meet regulatory requirements of certain states. 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 $ 336 million as of June 30, 2026, that primarily consist of escrow and subsidy related bonds.
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NOTE 19: 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.
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