Item 5. Other Information
Item 5. Other Information
(c) Rule 10b5-1 Trading Arrangements.
On May 22, 2026 , Charles R. Corbin , the Company’s Senior Executive Vice President, General Counsel and Corporate Operations , adopted a Rule 10b5-1 trading arrangement, as such term is defined in Item 408(a) of Regulation S-K, for the sale of the Company’s common stock (the “Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The 10b5-1 Trading Plan provides for the potential exercise of vested stock options granted to Mr. Corbin on May 10, 2018, March 5, 2019 and March 22, 2021 and the associated sale of up to 60,401 shares of common stock. The 10b5-1 Trading Plan expires on May 21, 2027 or upon the earlier execution of all transactions under the 10b5-1 Trading Plan.
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Item 6. Exhibits
Exhibit
No. Description
3.1 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37794) filed on March 17, 2017).
3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-37794) filed on March 17, 2017).
3.3 Certificate of Designation of Series A Junior Participating Preferred Stock of Hilton Grand Vacations Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37794) filed on April 16, 2020).
10.1 Omnibus A mendment No. 5 , dated as of May 20, 2026, to the Amended and Restated Receivables Loan A greement, by and among the Borrower, as borrower, Computershare Trust Company, N.A., as securities intermediary and paying agent, Bank of America, N.A., as administrative agent and structuring agent, certain financial institutions as conduit lenders, certain financial institutions as commit ted lenders, and certain financial institutions as managing agents (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37794) filed on May 20, 2026).
10.2 Hilton Grand Vacations Inc. 2023 Omnibus Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37794) filed on May 8, 2026).
10.3* Form of Restricted Stock Unit Agreement for Employees under the Hilton Grand Vacations Inc. 2023 Omnibus Incentive Plan, as amended.
10.4* Form of Restricted Stock Unit Agreement for Non-Employee Directors under the Hilton Grand Vacations Inc. 2023 Omnibus Incentive Plan, as amended.
10.5* Form of Restricted Stock Unit Agreement for CEO under the Hilton Grand Vacations Inc. 2023 Omnibus Incentive Plan, as amended.
10.6* Form of Performance Stock Unit Agreement for Employees under the Hilton Grand Vacations Inc. 2023 Omnibus Incentive Plan, as amended.
10.7* Form of Performance Stock Unit Agreement for CEO under the Hilton Grand Vacations Inc. 2023 Omnibus Incentive Plan, as amended.
31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2* Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101.NS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Calculation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB Inline XBRL Taxonomy Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Presentation Linkbase Document.
104 The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101
_____________________
* Filed herewith
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 30 th day of July 2026.
HILTON GRAND VACATIONS INC.
By: /s/ Mark D. Wang
Name: Mark D. Wang
Title: Chief Executive Officer
By: /s/ Daniel J. Mathewes
Name: Daniel J. Mathewes
Title: President and Chief Financial Officer
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