hgv-20260331

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________

FORM 10-Q

____________________________________________

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_________ to ________

Commission file number 001-37794

____________________________________________

Hilton Grand Vacations Inc.

(Exact Name of Registrant as Specified in Its Charter)

____________________________________________


Delaware			81-2545345
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)


6355 MetroWest Boulevard, Suite 180,
Orlando, Florida			32835
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s Telephone Number, Including Area Code (407) 613-3100

(Former Name, Former Address, and Former Fiscal Year, if Changed Since Last Report)

____________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

HGV

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer	x	Accelerated Filer	o
Non-Accelerated Filer	o	Smaller Reporting Company	o
Emerging Growth Company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

The number of shares outstanding of the registrant’s common stock, par value $0.01 per share, as of April 23, 2026 was 79,763,869.

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HILTON GRAND VACATIONS INC.

FORM 10-Q TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	42

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Mine Safety Disclosures	43
Item 5.	Other Information	43
Item 6.	Exhibits	44
	Signatures	45

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PART I FINANCIAL INFORMATION

Item 1. Financial Statements

HILTON GRAND VACATIONS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share and per share data)


	March 31, 2026		December 31, 2025
	(unaudited)
ASSETS
Cash and cash equivalents	$	261	$	239
Restricted cash	291		332
Accounts receivable, net	274		270
Timeshare financing receivables, net	3,130		3,115
Inventory	2,541		2,522
Property and equipment, net	871		859
Operating lease right-of-use assets, net	69		72
Investments in unconsolidated affiliates	68		63
Goodwill	1,985		1,985
Intangible assets, net	1,627		1,670

Other assets	818		410
TOTAL ASSETS (variable interest entities - $2,631 and $2,601)	$	11,935	$	11,537
LIABILITIES AND EQUITY
Accounts payable, accrued expenses and other	$	1,268	$	1,018
Advanced deposits	233		228
Debt, net	4,757		4,545
Non-recourse debt, net	2,552		2,716
Operating lease liabilities	86		89
Deferred revenue	825		637
Deferred income tax liabilities	864		864
Total liabilities (variable interest entities - $2,629 and $2,824)	10,585		10,097
Commitments and contingencies - see Note 17

Preferred stock, $0.01 par value; 300,000,000 authorized shares, none issued or outstanding as of March 31, 2026 and December 31, 2025	—		—
Common stock, $0.01 par value; 3,000,000,000 authorized shares, 80,656,367 shares issued and outstanding as of March 31, 2026, and 83,133,678 shares issued and outstanding as of December 31, 2025	1		1
Additional paid-in capital	1,226		1,276
Accumulated (deficit) retained earnings	(5)		34
Accumulated other comprehensive loss	(25)		(22)
Total stockholders' equity	1,197		1,289
Noncontrolling interest	153		151
Total equity	1,350		1,440
TOTAL LIABILITIES AND EQUITY	$	11,935	$	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 March 31,
	2026		2025
Revenues
Sales of VOIs, net	$	455	$	378
Fee-for-service commissions, package sales and other fees	161		142
Financing	138		125
Resort and club management	185		183
Rental and ancillary services	197		187
Cost reimbursements	149		133
Total revenues	1,285		1,148
Expenses
Cost of VOI sales	45		25
Sales and marketing	437		425
Financing	51		55
Resort and club management	59		54
Rental and ancillary services	216		206
General and administrative	49		46
Acquisition and integration-related expense	12		28
Depreciation and amortization	71		67
License fee expense	53		49

Cost reimbursements	149		133
Total operating expenses	1,142		1,088
Interest expense	(73)		(77)
Equity in earnings from unconsolidated affiliates	5		5
Other (loss) gain, net	(1)		6
Income (loss) before income taxes	74		(6)
Income tax expense	(6)		(6)
Net income (loss)	68		(12)
Net income attributable to noncontrolling interest	2		5
Net income (loss) attributable to stockholders	$	66	$	(17)
Earnings (loss) per share attributable to stockholders:
Basic	$	0.81	$	(0.17)
Diluted	$	0.79	$	(0.17)

See notes to unaudited condensed consolidated financial statements.

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HILTON GRAND VACATIONS INC.

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

(in millions)


	Three Months Ended March 31,
	2026		2025
Net income (loss)	$	68	$	(12)
Derivative instrument adjustments, net of tax	—		(6)
Foreign currency translation adjustments, net of tax	(3)		(1)
Other comprehensive loss, net of tax	(3)		(7)
Comprehensive income (loss)	65		(19)
Comprehensive income attributable to noncontrolling interest	2		5
Comprehensive income (loss) attributable to stockholders	$	63	$	(24)

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)


	Three Months Ended March 31,
	2026		2025
Operating Activities
Net income (loss)	$	68	$	(12)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	71		67
Amortization of deferred financing costs, acquisition premiums and other	15		19
Provision for loan losses	89		79
Other loss (gain), net	1		(6)
Share-based compensation	11		12
Deferred income tax expense	—		6
Equity in earnings from unconsolidated affiliates	(5)		(5)
Return on investment in unconsolidated affiliates	1		5
Net changes in assets and liabilities:
Accounts receivable, net	(3)		(60)
Timeshare financing receivables, net	(113)		(93)
Inventory	(11)		(33)
Purchases and development of real estate for future conversion to inventory	(15)		(52)
Other assets	(412)		(391)
Accounts payable, accrued expenses and other	238		223
Advanced deposits	5		10
Deferred revenue	188		269
Net cash provided by operating activities	128		38
Investing Activities

Capital expenditures for property and equipment (excluding inventory)	(6)		(14)
Software capitalization costs	(14)		(18)

Net cash used in investing activities	(20)		(32)
Financing Activities
Proceeds from debt	755		645
Proceeds from non-recourse debt	585		750
Repayment of debt	(545)		(806)
Repayment of non-recourse debt	(752)		(625)
Payment of debt issuance costs	—		(7)
Repurchase and retirement of common stock	(150)		(150)
Payment of withholding taxes on vesting of restricted stock units	(14)		(7)

Proceeds from stock option exercises	1		—

Other	(2)		(1)
Net cash used in financing activities	(122)		(201)
Effect of changes in exchange rates on cash, cash equivalents and restricted cash	(5)		—
Net decrease in cash, cash equivalents and restricted cash	(19)		(195)
Cash, cash equivalents and restricted cash, beginning of period	571		765
Cash, cash equivalents and restricted cash, end of period	552		570
Less: Restricted cash	291		311
Cash and cash equivalents	$	261	$	259

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


	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

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.

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

Adopted Accounting Standards

On January 1, 2026, we adopted Accounting Standards Update 2025-05 (“ASU 2025-05”), Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 provides a practical expedient that allows entities to estimate expected credit losses for current accounts receivable and contract assets without needing to predict future economic conditions. The guidance is to be applied prospectively. The impact of adoption of ASU 2025-05 did not have a material impact on our unaudited condensed consolidated financial statements. See Note 4: Accounts Receivable for additional information.

On January 1, 2026, we adopted Accounting Standards Update 2025-08 (“ASU 2025-08”), Financial Instruments—Credit Losses (Topic 326): Purchased Loans. ASU 2025-08 provides amendments that require purchased seasoned loans

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be accounted for using the gross-up approach at acquisition. The guidance is to be applied prospectively and will be effective for future purchases of loans.

Accounting Standards Not Yet Adopted

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 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: 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 16: Business Segments for more information related to our segments.


($ in millions)	Three Months Ended March 31,
Real Estate Sales and Financing Segment	2026		2025
Sales of VOIs, net	$	455	$	378
Fee-for-service commissions, package sales and other fees	161		142
Interest income	125		115
Other financing revenue	13		10
Real estate sales and financing segment revenues	$	754	$	645


($ in millions)	Three Months Ended March 31,
Resort Operations and Club Management Segment	2026		2025
Club management	$	70	$	72
Resort management	115		111
Rental(1)	183		174
Ancillary services	14		13
Resort operations and club management segment revenues	$	382	$	370

(1)Excludes intersegment eliminations. See Note 16: 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.

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Accounts receivable are recorded when the right to consideration becomes unconditional and is only contingent on the passage of time. Our timeshare financing receivables consist of loans related to our financing of VOI sales that are secured by the underlying timeshare properties. See Note 5: 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:	March 31, 2026		December 31, 2025
Accounts receivable, net	$	205	$	200
Timeshare financing receivables, net(1)	3,130		3,115
Total	$	3,335	$	3,315

(1) Includes $482 million and $528 million of acquired timeshare financing receivables, net, as of March 31, 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:	March 31, 2026		December 31, 2025
Advanced deposits	$	233	$	228
Deferred sales of VOIs of projects under construction	485		460
Club activation fees and annual dues	184		74
Bonus point incentive liability(1)	110		113
Other	97		42

(1)The balance includes $51 million and $52 million of bonus point incentive liabilities included in Accounts payable, accrued expenses and other on our condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025. This liability is for incentives from VOI sales and sales and marketing expenses in conjunction with our fee-for-service arrangements.

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

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)	March 31, 2026		December 31, 2025
Sales of VOIs, net	$	485	$	460
Cost of VOI sales	135		133
Sales and marketing expense	79		74

During the three months ended March 31, 2026, we deferred $62 million of Sales of VOI, net related to projects under construction, which were partially offset by a recognition of $37 million of sales of VOI, net related to the completion of a project in Japan. We expect to recognize the revenue, costs of VOI sales and direct selling costs related to the project under construction as of March 31, 2026, upon its completion in 2026.

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

($ in millions)

Remaining
Transaction Price

Recognition Period

Recognition Method

Advanced deposits

233

18 months

Upon customer stays

Club activation fees

7 years

Straight-line basis over average inventory holding period

Bonus point incentive liability

110

18 - 30 months

Upon redemption

Annual club dues

103

1 year

Straight-line basis

Other

1 year

Straight-line basis

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

NOTE 4: ACCOUNTS RECEIVABLE

Accounts receivable are measured at amortized cost. The following table represents our accounts receivable, net of allowance for credit losses:


($ in millions)	March 31, 2026		December 31, 2025
Fee-for-service commissions	$	7	$	18
Real estate and financing	37		40
Resort and club operations	161		142
Tax receivables	69		66

Other receivables	—		4
Total	$	274	$	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 three months ended March 31, 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	2		5		13		20
Write-offs charged against the allowance	(8)		(11)		—		(19)
Balance as of March 31, 2026	$	24	$	56	$	14	$	94

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NOTE 5: TIMESHARE FINANCING RECEIVABLES

We define our timeshare financing receivables portfolio as (i) originated and (ii) acquired. Our originated portfolio represents timeshare financing receivables that originated by the business that we acquired from Diamond Resorts International (“Diamond”), the business that we acquired from BRE Grand Islander Parent LLC (“Grand Islander”), and the business that we acquired from Bluegreen subsequent to each respective acquisition date and all HGV timeshare financing receivables. Our acquired portfolio includes all timeshare financing receivables acquired from Diamond (“Legacy-Diamond”), Grand Islander (“Legacy-Grand Islander”) and Bluegreen (“Legacy-Bluegreen”) that existed as of the respective acquisition dates.

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


	Originated				Acquired
($ in millions)	March 31, 2026		December 31, 2025		March 31, 2026		December 31, 2025
Securitized	$	1,564	$	1,734	$	339	$	373
Unsecuritized(1)	2,200		1,931		255		276
Timeshare financing receivables, gross	3,764		3,665		594		649
Unamortized non-credit acquisition premium	—		—		32		34
Less: allowance for financing receivables losses	(1,116)		(1,078)		(144)		(155)
Timeshare financing receivables, net	$	2,648	$	2,587	$	482	$	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 March 31, 2026 and December 31, 2025, we had timeshare financing receivables of $945 million and $710 million securing the Timeshare Facility.

We recognize interest income on our timeshare financing receivables as earned. As of March 31, 2026 and December 31, 2025, we had interest receivable outstanding of $26 million for both periods on our originated timeshare financing receivables. As of March 31, 2026 and December 31, 2025, we had interest receivable outstanding of $4 million for both periods on our acquired timeshare financing receivables. Interest receivable is included in Other Assets within our condensed consolidated balance sheets. The interest rate charged on the notes correlates to the risk profile of the customer at the time of purchase and the percentage of the purchase that is financed, among other factors. As of March 31, 2026, our originated timeshare financing receivables had interest rates ranging from 1.5% to 25.8%, a weighted-average interest rate of 14.5%, a weighted-average remaining term of 9.0 years and maturities through 2041. Our acquired timeshare financing receivables had interest rates ranging from 2.0% to 25.0%, a weighted-average interest rate of 15.1%, a weighted-average remaining term of 5.9 years and maturities through 2036.

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
Provision for financing receivables losses(1)	90		—
Write-offs	(55)		(15)
Inventory recoveries	—		7
Upgrades(2)	3		(3)
Balance as of March 31, 2026	$	1,116	$	144


($ in millions)	Originated		Acquired
Balance as of December 31, 2024	$	804	$	268

Provision for financing receivables losses(1)	72		7
Write-offs	(20)		(63)
Inventory recoveries	—		29
Upgrades(2)	9		(9)
Balance as of March 31, 2025	$	865	$	232

(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 March 31, 2026 mature as follows:


	Originated Timeshare Financing Receivables
($ in millions)	Securitized		Unsecuritized		Total
Year
2026 (remaining)	$	99	$	108	$	207
2027	142		151		293
2028	153		166		319
2029	164		183		347
2030	177		204		381
Thereafter	829		1,388		2,217
Total	$	1,564	$	2,200	$	3,764

Acquired Timeshare Financing Receivables with Credit Deterioration

Our acquired timeshare financing receivables were deemed to be purchased credit deteriorated (“PCD”) assets. These notes receivable were initially recognized at their purchase price, represented by the acquisition date fair value, and subsequently “grossed-up” by our acquisition date assessment of the allowance for credit losses. The difference over which par value of the acquired PCD assets exceeds the purchase price plus the initial allowance for financing receivable losses is reflected as a non-credit premium and is amortized as a reduction to interest income under the effective interest method.

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.

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

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

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


	Acquired Timeshare Financing Receivables
($ in millions)	Securitized		Unsecuritized		Total
Year
2026 (remaining)	$	44	$	25	$	69
2027	60		34		94
2028	56		36		92
2029	50		36		86
2030	44		33		77
Thereafter	85		91		176
Total	$	339	$	255	$	594

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:


	Originated
	March 31, 2026
($ in millions)	HGV		Diamond		Grand Islander		Bluegreen		Total
FICO score(1)
700+	$	1,150	$	724	$	51	$	625	$	2,550
600-699	293		292		9		189		783
<600	32		33		1		15		81
No score(2)	279		24		42		5		350
Total	$	1,754	$	1,073	$	103	$	834	$	3,764


	Originated
	December 31, 2025
($ in millions)	HGV		Diamond		Grand Islander		Bluegreen		Total
FICO score(1)
700+	$	1,162	$	691	$	46	$	593	$	2,492
600-699	297		275		8		176		756
<600	32		29		1		12		74
No score(2)	279		23		37		4		343
Total	$	1,770	$	1,018	$	92	$	785	$	3,665

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

(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 March 31, 2026:


	Originated Timeshare Financing Receivables
($ in millions)	2026		2025		2024		2023		2022		Prior		Total
FICO score
700+	$	343	$	1,096	$	559	$	239	$	172	$	141	$	2,550
600-699	91		322		186		84		57		43		783
<600	13		34		14		9		6		5		81
No score(1)	43		132		91		36		18		30		350
Total	$	490	$	1,584	$	850	$	368	$	253	$	219	$	3,764

Current period gross write-offs	$	—	$	1	$	6	$	19	$	15	$	14	$	55

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

As of March 31, 2026 and December 31, 2025, we had ceased accruing interest on originated timeshare financing receivables with an aggregate principal balance of $462 million and $430 million. The following tables detail an aged analysis of our gross timeshare receivables balance:


	Originated - Securitized
	March 31, 2026
($ in millions)	HGV		Diamond		Grand Islander		Bluegreen		Total
Current	$	756	$	431	$	13	$	281	$	1,481
31 - 90 days past due	20		19		1		13		53
91 - 120 days past due	7		6		—		4		17
121 days and greater past due	6		1		1		5		13
Total	$	789	$	457	$	15	$	303	$	1,564


	Originated - Unsecuritized
	March 31, 2026
($ in millions)	HGV		Diamond		Grand Islander		Bluegreen		Total
Current	$	752	$	432	$	80	$	453	$	1,717
31 - 90 days past due	18		18		1		14		51
91 - 120 days past due	6		7		1		6		20
121 days and greater past due	189		159		6		58		412
Total	$	965	$	616	$	88	$	531	$	2,200


	Originated - Securitized
	December 31, 2025
($ in millions)	HGV		Diamond		Grand Islander		Bluegreen		Total
Current	$	860	$	478	$	16	$	313	$	1,667
31 - 90 days past due	18		15		1		11		45
91 - 120 days past due	7		5		—		4		16
121 days and greater past due	5		1		—		—		6
Total	$	890	$	499	$	17	$	328	$	1,734

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	Originated - Unsecuritized
	December 31, 2025
($ in millions)	HGV		Diamond		Grand Islander		Bluegreen		Total
Current	$	655	$	357	$	68	$	402	$	1,482
31 - 90 days past due	14		14		2		11		41
91 - 120 days past due	5		6		—		5		16
121 days and greater past due	206		142		5		39		392
Total	$	880	$	519	$	75	$	457	$	1,931

Acquired Timeshare Financing Receivables

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


	Acquired
	March 31, 2026
($ in millions)	Legacy-Diamond		Legacy-Grand Islander		Legacy-Bluegreen		Total
FICO score(1)
700+	$	92	$	26	$	217	$	335
600-699	49		6		121		176
<600	8		—		5		13
No score(2)	1		68		1		70
Total	$	150	$	100	$	344	$	594


	Acquired
	December 31, 2025
($ in millions)	Legacy-Diamond		Legacy-Grand Islander		Legacy-Bluegreen		Total
FICO score(1)
700+	$	99	$	32	$	235	$	366
600-699	52		7		128		187
<600	7		—		5		12
No score(2)	1		81		2		84
Total	$	159	$	120	$	370	$	649

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

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

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


	Acquired Timeshare Financing Receivables
($ in millions)	2026		2025		2024		2023		2022		Prior		Total
FICO score
700+	$	—	$	—	$	7	$	114	$	77	$	137	$	335
600-699	—		—		3		50		42		81		176
<600	—		—		—		1		2		10		13
No score(1)	—		—		—		17		12		41		70
Total	$	—	$	—	$	10	$	182	$	133	$	269	$	594

Current period gross write-offs	$	—	$	—	$	—	$	5	$	3	$	7	$	15

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

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As of March 31, 2026 and December 31, 2025, we had ceased accruing interest on acquired timeshare financing receivables with an aggregate principal balance of $153 million and $152 million. The following tables detail an aged analysis of our gross timeshare receivables balance:


	Acquired - Securitized
	March 31, 2026
($ in millions)	Legacy-Diamond		Legacy-Grand Islander		Legacy-Bluegreen		Total
Current	$	51	$	60	$	213	$	324
31 - 90 days past due	2		—		7		9
91 - 120 days past due	1		—		4		5
121 days and greater past due	—		—		1		1
Total	$	54	$	60	$	225	$	339


	Acquired - Unsecuritized
	March 31, 2026
($ in millions)	Legacy-Diamond		Legacy-Grand Islander		Legacy-Bluegreen		Total
Current	$	24	$	27	$	52	$	103
31 - 90 days past due	2		1		2		5
91 - 120 days past due	—		—		1		1
121 days and greater past due	70		12		64		146
Total	$	96	$	40	$	119	$	255


	Acquired - Securitized
	December 31, 2025
($ in millions)	Legacy-Diamond		Legacy-Grand Islander		Legacy-Bluegreen		Total
Current	$	49	$	66	$	242	$	357
31 - 90 days past due	1		—		8		9
91 - 120 days past due	—		—		6		6
121 days and greater past due	1		—		—		1
Total	$	51	$	66	$	256	$	373


	Acquired - Unsecuritized
	December 31, 2025
($ in millions)	Legacy-Diamond		Legacy-Grand Islander		Legacy-Bluegreen		Total
Current	$	36	$	31	$	58	$	125
31 - 90 days past due	2		1		3		6
91 - 120 days past due	1		—		1		2
121 days and greater past due	69		22		52		143
Total	$	108	$	54	$	114	$	276

NOTE 6: INVENTORY

Inventory was comprised of the following:


($ in millions)	March 31, 2026		December 31, 2025
Completed unsold VOIs	$	2,075	$	2,026
Construction in process	465		495
Land, infrastructure and other	1		1
Total	$	2,541	$	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 March 31,
($ in millions)	2026		2025
Cost of sales true-up(1)	$	11	$	17

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

NOTE 7: CONSOLIDATED VARIABLE INTEREST ENTITIES

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.

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


($ in millions)	March 31, 2026		December 31, 2025
Restricted cash	$	105	$	142
Timeshare financing receivables, net	2,501		2,435
Non-recourse debt, net	2,531		2,690

The following table shows the interest income and expense recognized as a result of our involvement with these VIEs during the three months ended March 31, 2026. These amounts are included within Financing revenue and Financing expense in the unaudited condensed consolidated statement of income.


($ in millions)
Interest income	$	96
Interest expense	28
Debt issuance cost amortization	3
Administrative expenses	2

Cash paid for interest associated with our non-recourse debt was $29 million and $26 million for the three months ended March 31, 2026 and 2025. See our unaudited condensed consolidated statements of cash flows for additional information related to borrowings and payments on our Non-recourse debt.

NOTE 8: INVESTMENTS IN UNCONSOLIDATED AFFILIATES

As of March 31, 2026 and December 31, 2025, we had ownership interests in BRE Ace LLC and 1776 Holding LLC, which are VIEs. We do not consolidate BRE Ace LLC and 1776 Holding LLC because we are not the primary beneficiary. These two unconsolidated affiliates have aggregated debt balances of $359 million and $400 million as of March 31, 2026 and December 31, 2025. The debt is secured by their assets and is without recourse to us. Our maximum exposure to loss as a result of our investment interests in the two unconsolidated affiliates is primarily limited to (i) the carrying amount of the investments, which totaled $68 million and $63 million as of March 31, 2026 and December 31, 2025, and (ii) receivables for commission and other fees earned under fee-for-service arrangements. See Note 15: Related Party Transactions for additional information.

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

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

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NOTE 9: INTANGIBLE ASSETS

Intangible assets and related accumulated amortization were as follows:


	March 31, 2026
($ in millions)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trade name	$	48	$	(28)	$	20
Management contracts	1,869		(634)		1,235
Club member relationships	174		(97)		77
Capitalized software	361		(234)		127
Marketing agreements	154		(25)		129
Other contract-related intangible assets	50		(11)		39
Total	$	2,656	$	(1,029)	$	1,627

	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 $50 million for the three months ended March 31, 2026 and 2025.

NOTE 10: DEBT AND NON-RECOURSE DEBT

Debt

The following table details our outstanding debt balance and its associated interest rates:


($ in millions)	Interest Rate		March 31, 2026		December 31, 2025
Debt(1)
Senior secured credit facility
Term loan A due 2028	5.318	%	$	400	$	400
Term loan B due 2028	5.668	%	849		851
Term loan B due 2031	5.668	%	884		887
Revolver due 2030(2)	5.322	%	345		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			83		85
Total debt, gross			4,811		4,603
Less: unamortized deferred financing costs and discounts(3)			(54)		(58)
Total debt, net			$	4,757	$	4,545

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

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

(3)Amount includes unamortized deferred financing costs of $49 million and $53 million as of March 31, 2026 and December 31, 2025. This amount also includes unamortized original issuance discounts of $5 million as of March 31, 2026 and December 31, 2025.

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Senior secured credit facility

As of March 31, 2026, we had $64 million of letters of credit outstanding under the revolving credit facility and $1 million outstanding backed by cash collateral. We were in compliance with all applicable maintenance and financial covenants and ratios as of March 31, 2026. As of March 31, 2026, we have $591 million remaining borrowing capacity under the revolver facility.

We primarily use interest rate swaps as part of our interest rate risk management strategy for our variable-rate debt. These interest rate swaps are associated with the SOFR-based senior secured credit facility. As of March 31, 2026, these interest rate swaps convert the SOFR-based variable rate on our Term Loan B due 2028 to average fixed rates of 1.55% per annum with maturities between 2026 and 2028, for the balance on this borrowing up to the notional values of our interest rate swaps. As of March 31, 2026, the aggregate notional values of the interest rate swaps under our Term Loan B due 2028 was $550 million. Our interest rate swaps have been designated and qualify as cash flow hedges of interest rate risk and recorded at their estimated fair value as an asset in Other assets in our condensed consolidated balance sheets. As of both March 31, 2026 and December 31, 2025, the estimated fair value of our cash flow hedges was $18 million. We characterize payments we make in connection with these derivative instruments as interest expense and a reclassification of accumulated other comprehensive loss for presentation purposes. We classify cash inflows and outflows from derivatives that hedge interest rate risk within operating activities in the unaudited condensed consolidated statements of cash flows.

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


	Net unrealized gain on derivative instruments
Balance as of December 31, 2025	$	14
Other comprehensive loss before reclassifications, net	2
Reclassifications to net income	(2)
Balance as of March 31, 2026	$	14

Senior Notes due 2032

The Senior Notes due 2032 are guaranteed on a senior secured basis by certain of our subsidiaries. We were in compliance with all applicable financial covenants as of March 31, 2026.

Senior Notes due 2029 and 2031

The Senior Unsecured Notes are guaranteed on a senior unsecured basis by certain of our subsidiaries. We are in compliance with all applicable financial covenants as of March 31, 2026.

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

Non-recourse Debt

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


($ in millions)	Weighted Average Interest Rate		March 31, 2026		December 31, 2025
Non-recourse debt(1)
Timeshare Facility due 2027	5.045	%	$	700	$	615
Securitized Debt due 2033- 2044(2)	5.017	%	1,858		2,106
Quorum Purchase Facility due 2034	5.023	%	3		4
NBA Receivables Facility due 2031	5.418	%	21		26
Total non-recourse debt, gross			2,582		2,751
Less: unamortized deferred financing costs and discount(3)			(30)		(35)
Total non-recourse debt, net			$	2,552	$	2,716

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

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

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

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Timeshare Facility

The Timeshare Facility is a non-recourse obligation payable solely from the pool of timeshare financing receivables pledged as collateral and related assets. The revolving commitment period of the Timeshare Facility terminates in November 2026; however the repayment maturity date extends 12 months beyond the commitment termination date to November 2027. As of March 31, 2026, our Timeshare Facility has a remaining borrowing capacity of $150 million.

Securitized Debt

We are required to deposit payments received from customers on the timeshare financing receivables securing the Timeshare Facility and Securitized Debt into depository accounts maintained by third parties. On a monthly basis, the depository accounts are utilized to make required principal, interest and other payments due under the respective loan agreements. The balances in the depository accounts were $105 million and $142 million as of March 31, 2026 and December 31, 2025, and were included in Restricted cash in our condensed consolidated balance sheets.

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 March 31, 2026 were as follows:


($ in millions)	Debt		Non-recourse Debt		Total
Year
2026 (remaining nine months)	$	18	$	364	$	382
2027	22		1,101		1,123
2028	1,257		312		1,569
2029	870		240		1,110
2030	363		192		555
Thereafter	2,281		373		2,654
Total	$	4,811	$	2,582	$	7,393

NOTE 11: FAIR VALUE MEASUREMENTS

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


	March 31, 2026
			Fair Value
($ in millions)	Carrying Amount		Level 1		Level 3
Assets:
Timeshare financing receivables, net	$	3,130	$	—	$	3,402
Liabilities:
Debt, net	4,757		4,282		445
Non-recourse debt, net	2,552		1,863		721


	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 10: 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 12: INCOME TAXES

The effective tax rate for the three months ended March 31, 2026 and 2025 was approximately 8% and (55)%. The effective tax rate increase year over year is primarily due to the impact of discrete items relative to the change in overall earnings. The 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 $5 million and $63 million for the three months ended March 31, 2026 and 2025.

NOTE 13: 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. As of March 31, 2026, there were 1,225,754 shares of common stock available for future issuance under the 2023 plan. We recognized share-based compensation expense of $10 million and $12 million for the three months ended March 31, 2026 and 2025.

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

Service RSUs

During the three months ended March 31, 2026, we issued 988,304 Service RSUs with a weighted-average grant date fair value of $42.28, which generally vest in annual installments over three years from the date of grant, subject to the individual’s continued employment through the applicable vesting date.

Options

During the three months ended March 31, 2026, we did not grant any Options. As of March 31, 2026, we had 2,030,322 Options outstanding that were exercisable.

Performance RSUs

During the three months ended March 31, 2026, we issued 489,848 Performance RSUs with a weighted-average grant date fair value of $42.27. The Performance RSUs are settled at the end of a 3-year performance period, with 50% of the Performance RSUs subject to achievement based on the Company’s adjusted earnings before interest expense, taxes and depreciation and amortization, further adjusted for net deferral and recognition of revenues and related direct expenses related to sales of VOIs of projects under construction. The remaining 50% of the Performance RSUs are subject to the achievement of certain contract sales targets.

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

NOTE 14: EARNINGS (LOSS) PER SHARE

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


	Three Months Ended March 31,
($ and shares outstanding in millions, except per share amounts)	2026		2025
Basic EPS:
Numerator:
Net income (loss) attributable to stockholders	$	66	$	(17)
Denominator:
Weighted average shares outstanding	81.9		95.5
Basic EPS(1)	$	0.81	$	(0.17)
Diluted EPS:
Numerator:
Net income (loss) attributable to stockholders	$	66	$	(17)
Denominator:
Weighted average shares outstanding	83.7		95.5
Diluted EPS(1)	$	0.79	$	(0.17)

Basic weighted average shares outstanding	81.9		95.5
RSUs(2), PSUs(3), Options(4) and ESPP	1.8		—
Diluted weighted average shares outstanding	83.7		95.5

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

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

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

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

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

Share Repurchases

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

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


(in millions)	Shares	Cost
As of December 31, 2025	56	$	2,149
Repurchases	3	150
As of March 31, 2026	59	$	2,299

From April 1, 2026 through April 23, 2026, we repurchased approximately 0.9 million shares for $41 million. As of April 23, 2026, we had $237 million of remaining availability under the 2025 Repurchase Plan.

NOTE 15: RELATED PARTY TRANSACTIONS

BRE Ace LLC and 1776 Holding, LLC

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

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 record Equity in earnings from our unconsolidated affiliates in our unaudited condensed consolidated statements of income. See Note 8: Investments in Unconsolidated Affiliates for additional information. Additionally, we earn commissions and other fees related to fee-for-service agreements with the investees to sell VOIs at the Elara and Liberty Place Charleston timeshare resort properties. These amounts are summarized in the following table and are included in Fee-for-service commissions, package sales and other fees on our unaudited condensed consolidated statements of income as of the date they became related parties.


	Three Months Ended March 31,
($ in millions)	2026		2025
Equity in earnings from unconsolidated affiliates	$	5	$	5
Commissions and other fees	36		39

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

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. 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 16: 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.

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.

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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 reconciled to consolidated amounts:


	Three Months Ended March 31,
($ in millions)	2026		2025
Revenues:
Real estate sales and financing	$	754	$	645
Resort operations and club management(1)	402		391
Total segment revenues	1,156		1,036
Cost reimbursements	149		133
Intersegment eliminations(1)	(20)		(21)
Total revenues	$	1,285	$	1,148

(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.

The following tables present Adjusted EBITDA for our reportable segments:


($ in millions)
For the three months ended March 31, 2026	Real Estate and Financing			Resort Operations and Club Management			Total
Revenues from external customers	$	754		$	382		$	1,136
Intersegment revenues	—			20			20
Total segment revenues	754			402			1,156		(a)
Less:
Cost of VOI sales	45			—			45
Selling expense	181			—			181
Marketing expense	239			—			239
Financing expense	51			—			51
Club expense	—			22			22
Property management expense	—			37			37
Rental expense	—			204			204
Other expenses	17			12			29
Total segment expenses	533		(b)	275		(c)	808
Other:
Share-based compensation expense	4			1			5
Other segment adjustment items	6			—			6		(d)
Intersegment elimination	(20)			—			(20)		(a)
Segment Adjusted EBITDA	$	211		$	128		$	339

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($ in millions)
For the three months ended March 31, 2025	Real Estate and Financing			Resort Operations and Club Management			Total
Revenues from external customers	$	645		$	370		$	1,015
Intersegment revenues	—			21			21
Total segment revenues	645			391			1,036		(a)
Less:
Cost of VOI sales	25			—			25
Selling expense	195			—			195
Marketing expense	230			—			230
Financing expense	55			—			55
Club expense	—			20			20
Property management expense	—			34			34
Rental expense	—			195			195
Other expenses	—			11			11
Total segment expenses	505		(b)	260		(c)	765
Other:
Share-based compensation expense	4			2			6
Other segment adjustment items	10			—			10		(d)
Intersegment elimination	(21)			—			(21)		(a)
Segment Adjusted EBITDA	$	133		$	133		$	266

(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.

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


	Three Months Ended March 31,
($ in millions)	2026		2025
Adjusted EBITDA:
Real estate sales and financing(1)	$	211	$	133
Resort operations and club management(1)	128		133
Segment Adjusted EBITDA	339		266
Acquisition and integration-related expense	(12)		(28)
General and administrative	(49)		(46)
Depreciation and amortization	(71)		(67)
License fee expense	(53)		(49)
Other (loss) gain, net	(1)		6
Interest expense	(73)		(77)
Income tax expense	(6)		(6)
Equity in earnings from unconsolidated affiliates	5		5

Other adjustment items(2)	(11)		(16)
Net income (loss)	68		(12)
Net income attributable to noncontrolling interest	2		5
Net income (loss) attributable to stockholders	$	66	$	(17)

(1)Includes intersegment transactions. Refer to our table presenting revenues by reportable segment above for additional discussion.

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(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)	March 31, 2026		December 31, 2025
Real estate sales and financing	$	7,830	$	7,807
Resort operations and club management	3,459		3,140
Total segment assets	11,289		10,947
Corporate	646		590
Total assets	$	11,935	$	11,537

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


	Three Months Ended March 31,
($ in millions)	2026		2025
Real estate sales and financing	$	23	$	58
Resort operations and club management	—		—
Total segment capital expenditures	23		58
Corporate	5		16
Total capital expenditures	$	28	$	74

NOTE 17: 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 March 31, 2026, HGV had sales and marketing operations at a total of 144 Bass Pro Shops and Cabela’s Stores, including 7 virtual kiosks.

Other Commitments

We have fulfilled certain arrangements with developers where we were committed to purchase vacation ownership units or other real estate at a future date to be marketed and sold under our Hilton Grand Vacations brand. As of March 31, 2026, we were committed to purchase approximately $212 million of inventory over a period of 9 years and $42 million of other commitments in the normal course of business. The actual amount and timing of the acquisitions are subject to change pursuant to the terms of the respective arrangements, which could also allow for cancellation in certain circumstances.

During the three months ended March 31, 2026, we fulfilled $14 million of purchases required under our inventory commitments. As of March 31, 2026, our remaining obligations pursuant to these arrangements were expected to be incurred as follows:


($ in millions)	2026 (remaining)		2027		2028		2029		2030		Thereafter		Total

Marketing and license fee agreements	$	28	$	38	$	38	$	38	$	39	$	95	$	276
Inventory purchase obligations(1)(2)(3)	7		8		53		44		66		34		212
Other commitments(4)	9		6		4		5		1		17		42
Total	$	44	$	52	$	95	$	87	$	106	$	146	$	530

(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.

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(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 both March 31, 2026 and December 31, 2025, we accrued liabilities of approximately $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 $400 million as of March 31, 2026, that primarily consist of escrow and subsidy related bonds.

NOTE 18: SUBSEQUENT EVENTS

On April 16, 2026, we completed a $500 million securitization of timeshare loans through Hilton Grand Vacations Trust 2026-1 with an overall weighted average interest rate of 5.13% and an overall advance rate of 98%. The proceeds will be used to pay down debt and for other general corporate purposes.

On April 24, 2026, we entered into an asset purchase agreement to dispose of our interests in certain properties for the purpose of optimizing the overall quality of our resort portfolio. The proposed disposition is expected to close no later than the end of the third quarter of 2026, subject to customary closing conditions pursuant to the terms of the agreement.

On April 29, 2026, we completed the acquisition of the remaining 75% ownership interest that we did not previously own in BRE Ace LLC, which owns the Elara timeshare resort, from BRE Ace Holdings LLC, pursuant to a purchase agreement that we entered into on April 15, 2026. The purchase price was $129 million and is subject to certain post-closing adjustments based on the terms and conditions of the purchase agreement.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the year ended December 31, 2025.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements convey management’s expectations as to the future of HGV, and are based on management’s beliefs, expectations, assumptions and such plans, estimates, projections and other information available to management at the time HGV makes such statements. Forward-looking statements include all statements that are not historical facts and may be identified by terminology such as the words “outlook,” “believe,” “expect,” “potential,” “goal,” “continues,” “may,” “will,” “should,” “could,” “would,” “seeks,” “approximately,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “future,” “guidance,” “target,” or the negative version of these words or other comparable words, although not all forward-looking statements may contain such words. The forward-looking statements contained in this Quarterly Report on Form 10-Q include statements related to HGV’s revenues, earnings, taxes, cash flow and related financial and operating measures, and expectations with respect to future operating, financial and business performance, and other anticipated future events and expectations that are not historical facts.

HGV cautions you that our forward-looking statements involve known and unknown risks, uncertainties and other factors, including those that are beyond HGV’s control, which may cause the actual results, performance or achievements to be materially different from the future results. Any one or more of these risks or uncertainties, could adversely impact HGV’s operations, revenue, operating profits and margins, key business operational metrics discussed under “—Operational Metrics” below, financial condition or credit rating.

For additional information regarding factors that could cause HGV’s actual results to differ materially from those expressed or implied in the forward-looking statements in this Quarterly Report on Form 10-Q, please see the risk factors discussed in “Part I—Item 1A. Risk Factors” and the Summary of Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as supplemented and updated by the risk factors described from time to time in other periodic reports that we file with the SEC. There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our business. Except for HGV’s ongoing obligations to disclose material information under the federal securities laws, we undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, changes in management’s expectations, or otherwise.

Terms Used in this Quarterly Report on Form 10-Q

Except where the context requires otherwise, references in this Quarterly Report on Form 10-Q to “Hilton Grand Vacations,” “HGV,” “the Company,” “we,” “us” and “our” refer to Hilton Grand Vacations Inc., together with its consolidated subsidiaries. Except where the context requires otherwise, references to our “properties” or “resorts” refer to the timeshare properties that we manage or own. Of these resorts and units, a portion is directly owned by us or joint ventures in which we have an interest; and the remaining resorts and units are owned by our third-party owners.

“VOI” refers to vacation ownership intervals and interests.

“Developed” refers to VOI inventory that is sourced from projects developed by HGV.

“Fee-for-service” refers to VOI inventory that we sell and manage on behalf of third-party developers.

“Just-in-time” refers to VOI inventory that is primarily sourced in transactions that are designed to closely correlate the timing of the acquisition by us with our sale of that inventory to purchasers.

“Points-based” refers to VOI sales that are backed by physical real estate that is or will be contributed to a trust.

“Collections” refers to the acquired portfolio of resort properties included in Diamond's single- and multi-use trusts.

Non-GAAP Financial Measures

This Quarterly Report on Form 10-Q includes discussion of terms that are not recognized terms under U.S. Generally Accepted Accounting Principles (“U.S. GAAP”), and financial measures that are not calculated in accordance with U.S. GAAP, including earnings before interest expense (excluding interest expense relating to our non-recourse debt), taxes and depreciation and amortization (“EBITDA”), Adjusted EBITDA, Adjusted EBITDA Attributable to Stockholders,

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

Operational Metrics

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

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

Overview

Our Business

We are a global timeshare company engaged in developing, marketing, selling, managing and operating timeshare resorts, timeshare plans and ancillary reservation services, primarily under the Hilton Grand Vacations brands. Our operations primarily consist of: selling VOIs 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 through which our members may receive HGV Max benefits. Together our timeshare plans and exchange programs are collectively referred to as “Clubs”.

As of March 31, 2026, we had over 200 properties located in the United States (“U.S.”), Europe, Canada, the Caribbean, Mexico, and Asia. A significant number of our properties and VOIs are concentrated in Florida, Europe, Hawaii, California, South Carolina, Arizona, Nevada and Virginia. Our properties feature spacious, condominium-style accommodations with superior amenities and quality service. We have rebranded many of the properties acquired in the Diamond acquisition, and we expect to continue this process for the remaining planned Diamond properties. During 2025, we began rebranding certain properties acquired in the Bluegreen Acquisition to Hilton Grand Vacations brands and expect to continue this process for the majority of the Bluegreen properties.

As of March 31, 2026, we had more than 720,000 members across our Club offerings. Based on the type of Club membership, members have the flexibility to exchange their VOIs for stays at Hilton Grand Vacations resorts, properties in the Hilton system of 27 industry-leading brands with over 9,100 properties, or affiliated properties, as well as numerous experiential vacation options, such as cruises and guided tours, or they have the option to exchange their VOI for various other timeshare resorts throughout the world through an external exchange program, including travel services options.

Our Segments

We operate our business across two segments: (1) Real estate sales and financing; and (2) Resort operations and club management.

Real Estate Sales and Financing

Traditionally, timeshare operators have funded 100% of the investment necessary to acquire land and construct timeshare properties. We source VOIs through developed properties and fee-for-service and just-in-time agreements with third-party developers and have focused our inventory strategy on developing an optimal inventory mix. The fee-for-service agreements enable us to generate fees from the sales and marketing of the VOIs and Club memberships and from the management of the timeshare properties without requiring us to fund acquisition and construction costs. The just-in-time agreements enable us to source VOI inventory in a manner that allows us to correlate the timing of acquisition of the inventory with the sale to purchasers. Sales of owned, including just-in-time, inventory generally result in greater Adjusted EBITDA contributions, while fee-for-service sales require less initial investment and allow us to accelerate our sales growth. Both sales of owned inventory and fee-for-service sales generate long-term, predictable fee streams, by adding to the Club membership base and properties under management, that generate strong returns on invested capital. For the three months ended March 31, 2026, sales from fee-for-service and just-in-time inventory were 17%, and 6% of contract sales. See “Key Business and Financial Metrics — Real Estate Sales Operating Metrics” for additional discussion of contract sales.

We sell our vacation ownership products primarily through our distribution network of both-in-market and off-site sales centers. Our products are currently marketed for sale throughout the United States, Europe, Canada, the Caribbean, Mexico, and Asia. We operate sales distribution centers in major markets and popular leisure destinations with year-round demand and a history of being a friendly environment for vacation ownership. We have over 100 sales distribution centers in various domestic and international locations. Our marketing and sales activities are based on targeted direct marketing and a highly personalized sales approach. We use targeted direct marketing to reach potential members who are identified as having the financial ability to pay for our products, are frequent leisure travelers, and have an affinity with our brands.

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Our marketing and sales activities also include marketing relationships with nationally-recognized consumer brands such as Bass Pro, a fishing, marine, hunting, camping and sports gear retailer, and Choice Hotels. HGV is party to an exclusive marketing agreement with Bass Pro that provides HGV with the right to market and sell vacation packages at kiosks in Bass Pro’s and Cabela’s retail locations and through other means. As of March 31, 2026, HGV had sales and marketing operations at a total of 144 Bass Pro Shops and Cabela’s Stores, including 7 virtual kiosks. Additionally, the joint venture between HGV and Bass Pro includes four high-end wilderness resorts under the Big Cedar Lodge brand. We also assumed an exclusive strategic relationship with Choice Hotels that involves several areas of its business, including a sales and marketing alliance that enables us to leverage Choice Hotels’ brands, customer relationships and marketing channels to sell vacation packages.

Tour flow quality impacts key metrics such as close rate and VPG, defined in “Key Business and Financial Metrics—Real Estate Sales Operating Metrics.” Additionally, the quality of tour flow impacts sales revenue and the collectability of our timeshare financing receivables. For the three months ended March 31, 2026 and 2025, 74% and 75% of our contract sales were to our existing owners.

We provide financing for members purchasing our developed and acquired inventory and generate interest income on the loans. Our timeshare financing receivables are collateralized by the underlying VOIs and are generally structured as 10-year, fully-amortizing loans that bear a fixed interest rate typically ranging from 2.5% to 25% per annum. Financing propensity was 67% and 64% for the three months ended March 31, 2026 and 2025. We calculate financing propensity as contract sales volume of financed contracts originated in the period divided by contract sales volume originated in the period.

The interest rate on our loans is determined by, among other factors, the amount of the down payment, the borrower’s credit profile and the loan term. The weighted-average FICO score for loans to U.S. and Canadian borrowers at the time of origination were as follows:


	Three Months Ended March 31,
	2026	2025
Weighted-average FICO score(1)	747	751

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

Prepayment is permitted without penalty. When a member defaults, we ultimately return their VOI to inventory for resale and that member no longer participates in our Clubs.

Some of our timeshare financing receivables have been pledged as collateral in our securitization transactions, which have in the past and may in the future provide funding for our business activities. In these securitization transactions, special purpose entities are established to issue various classes of debt securities which are generally collateralized by a single pool of assets consisting of timeshare financing receivables that we service and related cash deposits. For additional information see Note 5: Timeshare Financing Receivables in our unaudited condensed consolidated financial statements.

In addition, we earn fees from servicing our securitized timeshare financing receivables and the loans provided by third-party developers of our fee-for-service projects to purchasers of their VOIs.

Resort Operations and Club Management

We enter into management agreements with the HOAs of the timeshare resorts developed by us or a third party. Each of the HOAs is governed by a board of directors comprised of owner and developer representatives that are charged with ensuring the resorts are well-maintained and financially stable. Our services include day-to-day operations of the resorts, maintenance of the resorts, preparation of books and financial records including reports, budgets and projections, arranging for annual audits and maintenance fee billing and collections and employment training and personnel oversight. Our HOA management agreements provide for a cost-plus management fee, which means we generally earn a fee equal to 10% to 15% of the costs to operate the applicable resort. As a result, the fees we earn are highly predictable due to the relatively fixed nature of resort operating expenses and our management fees are unaffected by changes in rental rate or occupancy. We are also reimbursed for the costs incurred to perform our services, principally related to personnel providing on-site services. The original terms of our management agreements typically range from three to five years and the agreements are subject to periodic renewal for one to three-year periods. Many of these agreements renew automatically unless either party provides advance notice of termination before the expiration of the term.

We also manage and operate the Clubs and exchange programs. When owners purchase a VOI, they are generally enrolled in a Club which allows the member to exchange their points for a number of vacation options. In addition to an annual membership fee, Club members pay incremental fees depending on exchanges they choose within the Club system.

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We rent unsold VOI inventory, third-party inventory and inventory made available due to ownership exchanges through our Club programs. We earn a fee from rentals of third-party inventory. Additionally, we provide ancillary offerings including food and beverage, retail and spa offerings at these timeshare properties.

Key Business and Financial Metrics

Real Estate Sales Operating Metrics

We measure our performance using the following key operating metrics:

•Contract sales represent the total amount of VOI products (fee-for-service, just-in-time, developed, and points-based) under purchase agreements signed during the period where we have received a down payment of at least 10% of the contract price. Contract sales differ from revenues from the Sales of VOIs, net that we report in our unaudited condensed consolidated statements of income due to the requirements for revenue recognition, as well as adjustments for incentives. While we do not record the purchase price of sales of VOI products developed by fee-for-service partners as revenue in our unaudited condensed consolidated financial statements, rather recording the commission earned as revenue in accordance with U.S. GAAP, we believe contract sales to be an important operational metric, reflective of the overall volume and pace of sales in our business and believe it provides meaningful comparability of our results to the results of our competitors which may source their VOI products differently. We believe that the presentation of contract sales on a combined basis (fee-for-service, just-in-time, developed and points-based) is most appropriate for the purpose of the operating metric, additional information regarding the split of contract sales, is included in “—Real Estate Operating Metrics” below.

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

•VPG represents the sales attributable to tours at our sales locations and is calculated by dividing contract sales, excluding telesales, by tour flow. We consider VPG to be an important operating measure because it measures the effectiveness of our sales process, combining the average transaction price with the closing rate.

EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders

EBITDA, presented herein, is a financial measure that is not recognized under U.S. GAAP that reflects net income, before interest expense (excluding non-recourse debt), a provision for income taxes and depreciation and amortization.

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

Adjusted EBITDA Attributable to Stockholders is Adjusted EBITDA, as previously defined, excluding amounts attributable to the noncontrolling interest in Bluegreen/Big Cedar Vacations LLC (“Big Cedar”), a joint venture in which HGV is deemed to hold a controlling financial interest based on its 51% equity interest, its active role as the day-to-day manager of its activities, and majority voting control of its management committee.

EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders are not recognized terms under U.S. GAAP and should not be considered as alternatives to net income or other measures of financial performance or liquidity derived in accordance with U.S. GAAP. In addition, our definitions of EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders may not be comparable to similarly titled measures of other companies.

We believe that EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders provide useful information to investors about us and our financial condition and results of operations for the following reasons: (i) EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders are among the measures used by our management team to evaluate our operating performance and make day-to-day operating decisions; and (ii) EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders are frequently used by securities analysts, investors and other interested parties as a common performance measure to compare results or estimate valuations across companies in our industry.

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

•EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders do not reflect changes in, or cash requirements for, our working capital needs;

•EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders do not reflect our interest expense (excluding interest expense on non-recourse debt), or the cash requirements necessary to service interest or principal payments on our indebtedness;

•EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders do not reflect our tax expense or the cash requirements to pay our taxes;

•EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders do not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments;

•EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders do not reflect the effect on earnings or changes resulting from matters that we consider not to be indicative of our future operations;

•EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders do not reflect any cash requirements for future replacements of assets that are being depreciated and amortized; and

•EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders may be calculated differently from other companies in our industry limiting their usefulness as comparative measures.

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

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

Non-GAAP Measures within Our Segments

Within each of our two reportable segments, we present additional profit and profit margin information for certain key activities—real estate, financing, resort and club management, and rental and ancillary services. These non-GAAP measures are used by our management team to evaluate the operating performance of each of our key activities, and to make day-to-day operating decisions. We believe these additional measures are also important in helping investors understand the performance and efficiency with which we are able to convert revenues for each of these primary activities into operating profit, both in dollars and as margins, and are frequently used by securities analysts, investors and other interested parties as one of common performance measures to compare results or estimate valuations across companies in our industry. Specifically:

•Sales revenue represents sales of VOIs, net, and Fee-for-service commissions earned from the sale of fee-for-service VOIs. Fee-for-service commissions represents fee-for-service commissions, package sales and other fees, which corresponds to the applicable line item from our unaudited condensed consolidated statements of income, adjusted by package sales and other fees earned primarily from discounted marketing related packages which encompass a sales tour to prospective owners. Real estate expense represents costs of VOI sales and Sales and marketing expense, net. Sales and marketing expense, net represents sales and marketing expense, which corresponds to the applicable line item from our unaudited condensed consolidated statements of income, adjusted by package sales and other fees earned primarily from discounted marketing related packages which encompass a sales tour to prospective owners. Both fee-for-service commissions and sales and marketing expense, net, represent non-GAAP measures. We present these items net because it provides a meaningful measure of our underlying real estate profit related to our primary real estate activities which focus on the sales and costs associated with our VOIs.

•Real estate profit represents sales revenue less real estate expense. Real estate margin is calculated as a percentage by dividing real estate profit by sales revenue. We consider real estate profit margin to be an important non-GAAP operating measure because it measures the efficiency of our sales and marketing spending, management of inventory costs, and initiatives intended to improve profitability.

•Financing profit represents financing revenue, net of financing expense, both of which correspond to the applicable line items from our unaudited condensed consolidated statements of income. Financing profit margin is calculated as a percentage by dividing financing profit by financing revenue. We consider this

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

•Resort and club management profit represents resort and club management revenue, net of resort and club management expense, both of which correspond to the applicable line items from our unaudited condensed consolidated statements of income. Resort and club management profit margin is calculated as a percentage by dividing resort and club management profit by resort and club management revenue. We consider this to be an important non-GAAP operating measure because it measures the efficiency and profitability of our resort and club management business that support our VOI sales business.

•Rental and ancillary services profit represents rental and ancillary services revenues, net of rental and ancillary services expenses, both of which correspond to the applicable line items from our unaudited condensed consolidated statements of income. Rental and ancillary services profit margin is calculated as a percentage by dividing rental and ancillary services profit by rental and ancillary services revenue. We consider this to be an important non-GAAP operating measure because it measures our ability to convert available inventory and unoccupied rooms into revenue and profit by transient rentals, as well as profitability of other services, such as food and beverage, retail, spa offerings and other guest services.

Each of the foregoing four profit measures is not a recognized term under U.S. GAAP and should not be considered as an alternative to net income or other measures of financial performance or liquidity derived in accordance with U.S. GAAP. In addition, our calculation of such measures may not be comparable to similarly titled measures of other companies. Furthermore, these measures have limitations as analytical tools and should not be considered either in isolation or as a substitute for net income or other methods of analyzing our results as reported under U.S. GAAP. Such limitations include the fact that these measures only include those revenues and expenses related to one of the four specified operating activities as opposed to on a consolidated basis, and other limitations that are similar to those discussed above under “EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders.” See below under “Reconciliation of Non-GAAP Measures to GAAP Measures” for reconciliation of these four profit measures to net income attributable to stockholders and net income, our most comparable U.S. GAAP financial measures.

Real Estate Sales Operating Metrics


	Three Months Ended March 31,				Variance
($ in millions, except Tour flow and VPG)	2026		2025		$		%
Contract sales	$	719	$	721	$	(2)	(0.3)
Adjustments:
Fee-for-service sales(1)	(120)		(111)		(9)		8.1
Provision for financing receivables losses	(89)		(72)		(17)		23.6
Reportability and other:
Net (deferrals) of sales of VOIs under construction (2)	(25)		(126)		101		(80.2)

Other(3)	(30)		(34)		4		(11.8)
Sales of VOIs, net	$	455	$	378	$	77	20.4
Tour flow	189,446		174,525		14,921
VPG	$	3,778	$	4,111	$	(333)

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

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

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

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

Net Construction Deferral Activity

In accordance with Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“ASC 606”), revenue and the related costs to fulfill and acquire the contract (“direct costs”) from sales of VOIs under construction are deferred until the point in time when construction activities are deemed to be completed. The real estate sales and financing segment is impacted by construction related deferral and recognition activity. In periods where Sales of VOIs and related direct costs of projects under construction are deferred, margin percentages will generally contract as the indirect marketing and selling costs associated with these sales are recognized as incurred in the current period. In periods where previously deferred Sales of VOIs and related direct costs are recognized upon construction completion, margin percentages will generally expand as the indirect marketing and selling costs associated with these

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sales were recognized in prior periods.

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


	Three Months Ended March 31,				Variance
($ in millions)	2026		2025		$
Sales of VOIs (deferrals)	$	(62)	$	(126)	$	64
Sales of VOIs recognitions	37		—		37
Net Sales of VOIs (deferrals) recognitions	(25)		(126)		101
Cost of VOI sales (deferrals)	(14)		(37)		23
Cost of VOI sales recognitions	12		—		12
Net Cost of VOI sales (deferrals) recognitions	(2)		(37)		35
Sales and marketing expense (deferrals)	(11)		(21)		10
Sales and marketing expense recognitions	6		—		6
Net Sales and marketing expense (deferrals) recognitions	(5)		(21)		16
Net construction (deferrals) recognitions	$	(18)	$	(68)	$	50

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Results of Operations

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

Segment Results

The following tables present our revenues by segment. We do not include equity in earnings from unconsolidated affiliates in our measures of segment operating performance.


	Three Months Ended March 31,				Variance
($ in millions)	2026		2025		$		%
Revenues:
Real estate sales and financing	$	754	$	645	$	109	16.9
Resort operations and club management	402		391		11		2.8
Total segment revenues	1,156		1,036		120		11.6
Cost reimbursements	149		133		16		12.0
Intersegment eliminations(1)	(20)		(21)		1		(4.8)
Total revenues	$	1,285	$	1,148	$	137	11.9

(1)See Note 16: Business Segments in our unaudited condensed consolidated financial statements for details on the intersegment eliminations.

Real Estate Sales and Financing Segment

Real Estate


	Three Months Ended March 31,						Variance
($ in millions)	2026			2025			$		%
Sales of VOIs, net	$	455		$	378		$	77	20.4
Fee-for-service commissions	71			68			3		4.4
Sales revenue	526			446			80		17.9
Less:
Cost of VOI sales	45			25			20		80.0
Sales and marketing expense, net	347			351			(4)		(1.1)
Real estate expense	392			376			16		4.3
Real estate profit	$	134		$	70		$	64	91.4
Real estate profit margin(1)	25.5		%	15.7		%

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

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

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

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Financing


	Three Months Ended March 31,						Variance
($ in millions)	2026			2025			$		%
Interest income	$	128		$	123		$	5	4.1
Other financing revenue	13			10			3		30.0
Premium amortization of acquired timeshare financing receivables	(3)			(8)			5		(62.5)
Financing revenue	138			125			13		10.4
Consumer financing interest expense	32			29			3		10.3
Other financing expense	18			25			(7)		(28.0)
Amortization of acquired non-recourse debt discounts and premiums, net	1			1			—		—
Financing expense	51			55			(4)		(7.3)
Financing profit	$	87		$	70		$	17	24.3
Financing profit margin	63.0		%	56.0		%

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

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

Resort Operations and Club Management Segment

Resort and Club Management


	Three Months Ended March 31,						Variance
($ in millions)	2026			2025			$		%
Club management revenue	$	70		$	72		$	(2)	(2.8)
Resort management revenue	115			111			4		3.6
Resort and club management revenues	185			183			2		1.1
Club management expense	22			20			2		10.0
Resort management expense	37			34			3		8.8
Resort and club management expenses	59			54			5		9.3
Resort and club management profit	$	126		$	129		$	(3)	(2.3)
Resort and club management profit margin	68.1		%	70.5		%

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

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

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Rental and Ancillary Services


	Three Months Ended March 31,						Variance(1)
($ in millions)	2026			2025			$		%
Rental revenues	$	183		$	174		$	9	5.2
Ancillary services revenues	14			13			1		7.7
Rental and ancillary services revenues	197			187			10		5.3
Rental expenses	204			195			9		4.6
Ancillary services expense	12			11			1		9.1
Rental and ancillary services expenses	216			206			10		4.9
Rental and ancillary services profit	$	(19)		$	(19)		$	—	—
Rental and ancillary services profit margin	(9.6)		%	(10.2)		%

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

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

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

Other Operating Expenses


	Three Months Ended March 31,				Variance
($ in millions)	2026		2025		$		%
General and administrative	$	49	$	46	$	3	6.5
Depreciation and amortization	71		67		4		6.0
License fee expense	53		49		4		8.2

For the three months ended March 31, 2026, operating expenses increased when compared to the same period in 2025. Depreciation and amortization expense increased by $4 million primarily due to amortization expense of software intangibles. License fee expense increased by $4 million primarily due to licensing fees paid to Hilton. General and administrative increased by $3 million primarily due to employee-related expenses.

Acquisition and Integration-Related Expense


	Three Months Ended March 31,				Variance
($ in millions)	2026		2025		$		%
Acquisition and integration-related expense	$	12	$	28	$	(16)	(57.1)

Acquisition and integration-related costs include direct expenses related to our recent acquisitions including integration costs, legal and other professional fees. Integration costs include technology-related costs, fees paid to management consultants, rebranding fees and employee-related costs such as severance and retention. For the three months ended March 31, 2026, acquisition and integration-related costs decreased by $16 million compared to the same period in 2025, primarily due to decreases of $10 million in employee-related expenses and $5 million in professional services fees.

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Non-Operating Expenses


	Three Months Ended March 31,				Variance (1)
($ in millions)	2026		2025		$		%
Interest expense	$	73	$	77	$	(4)	(5.2)
Equity in earnings from unconsolidated affiliates	(5)		(5)		—		—
Other loss (gain), net	1		(6)		7		NM
Income tax expense	6		6		—		—

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

The change in non-operating expenses for the three months ended March 31, 2026, compared to the same period in 2025, was primarily due to other loss (gain), net and interest expense. The change in other loss (gain), net is primarily due to revaluation of our foreign currency transactions. The decrease in interest expense was primarily due to a decrease in the weighted average interest rate.

Net income attributable to noncontrolling interest


	Three Months Ended March 31,				Variance
($ in millions)	2026		2025		$		%
Net income attributable to noncontrolling interest	$	2	$	5	$	(3)	(60.0)

We include in our unaudited condensed consolidated financial statements the results of operations and financial condition of Big Cedar, the joint venture with Bluegreen/Big Cedar Vacations, LLC in which HGV holds 51% equity interest. Net income attributable to noncontrolling interest is the portion of Big Cedar that is attributable to Big Cedar Vacations, LLC, which holds the remaining 49% equity interest.

Reconciliation of Non-GAAP Measures to GAAP Measures

The following table reconciles net income attributable to stockholders and net income, our most comparable U.S. GAAP financial measures, to EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders:


	Three Months Ended March 31,				Variance(1)
($ in millions)	2026		2025		$		%
Net income (loss) attributable to stockholders	$	66	$	(17)	$	83	NM
Net income attributable to noncontrolling interest	2		5		(3)		(60.0)
Net income (loss)	68		(12)		80		NM
Interest expense	73		77		(4)		(5.2)
Income tax expense	6		6		—		—
Depreciation and amortization	71		67		4		6.0

EBITDA	218		138		80		58.0
Other loss (gain), net	1		(6)		7		NM
Share-based compensation expense	11		12		(1)		(8.3)

Acquisition and integration-related expense	12		28		(16)		(57.1)
Other adjustment items(2)	9		13		(4)		(30.8)
Adjusted EBITDA	251		185		66		35.7
Adjusted EBITDA attributable to noncontrolling interest	2		5		(3)		(60.0)
Adjusted EBITDA attributable to stockholders	$	249	$	180	$	69	38.3

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

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

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The following table reconciles net income attributable to stockholders and net income, our most comparable U.S. GAAP financial measures, to EBITDA and the total of our real estate, financing, resort and club management, and rental and ancillary services profit measures.


	Three Months Ended March 31,				Variance(1)
($ in millions)	2026		2025		$		%
Net income (loss) attributable to stockholders	$	66	$	(17)	$	83	NM
Net income attributable to noncontrolling interest	2		5		(3)		(60.0)
Net income (loss)	68		(12)		80		NM
Interest expense	73		77		(4)		(5.2)
Income tax expense	6		6		—		—
Depreciation and amortization	71		67		4		6.0

EBITDA	218		138		80		58.0
Other loss (gain), net	1		(6)		7		NM
Equity in earnings from unconsolidated affiliates	(5)		(5)		—		—

License fee expense	53		49		4		8.2
Acquisition and integration-related expense	12		28		(16)		(57.1)
General and administrative	49		46		3		6.5
Profit	$	328	$	250	$	78	31.2

Real estate profit	$	134	$	70	$	64	91.4
Financing profit	87		70		17		24.3
Resort and club management profit	126		129		(3)		(2.3)
Rental and ancillary services profit	(19)		(19)		—		—
Profit	$	328	$	250	$	78	31.2

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

We evaluate our business segment operating performance using segment Adjusted EBITDA, as described in Note 16: Business Segments in our unaudited condensed consolidated financial statements. The following table reconciles our segment Adjusted EBITDA to Adjusted EBITDA to Adjusted EBITDA Attributable to Stockholders:


	Three Months Ended March 31,				Variance
($ in millions)	2026		2025		$		%
Adjusted EBITDA:
Real estate sales and financing(1)	$	211	$	133	$	78	58.6
Resort operations and club management(1)	128		133		(5)		(3.8)
Adjustments:
Adjusted EBITDA from unconsolidated affiliates	5		5		—		—
License fee expense	(53)		(49)		(4)		8.2
General and administrative(2)	(40)		(37)		(3)		8.1
Adjusted EBITDA	251		185		66		35.7
Adjusted EBITDA attributable to noncontrolling interest	2		5		(3)		(60.0)
Total Adjusted EBITDA attributable to stockholders	$	249	$	180	$	69	38.3

(1)Includes intersegment transactions, share-based compensation, depreciation and other adjustments attributable to the segments.

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

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The following table reconciles our Fee-for-service commissions, package sales and other fees, our most comparable U.S. GAAP financial measure, to Fee-for-service commissions, and Sales and marketing expense, our most comparable U.S. GAAP financial measure, to Sales and marketing expense, net. Fee-for-service commissions and Sales and marketing expense, net, are used in calculating our real estate profit and real estate profit margin. See “Real Estate Sales and Financing Segment—Real Estate” above.


	Three Months Ended March 31,				Variance
($ in millions)	2026		2025		$		%
Fee-for-service commissions, package sales and other fees	$	161	$	142	$	19	13.4
Less: Package sales and other fees(1)	(90)		(74)		(16)		21.6
Fee-for-service commissions	$	71	$	68	$	3	4.4

Sales and marketing expense	$	437	$	425	$	12	2.8
Less: Package sales and other fees(1)	(90)		(74)		(16)		21.6
Sales and marketing expense, net	$	347	$	351	$	(4)	(1.1)

(1) Includes revenue recognized through our marketing programs for existing owners and prospective first-time buyers and revenue associated with sales incentives, title service and document compliance.

Liquidity and Capital Resources

Overview

Our cash management objectives are to maintain the availability of liquidity, minimize operational costs, make debt payments and fund future acquisitions and development projects. Our known short-term liquidity requirements primarily consist of funds necessary to pay for operating expenses and other expenditures, including payroll and related benefits, legal costs, operating costs associated with the operation of our resorts and sales centers, interest and scheduled principal payments on our outstanding indebtedness, inventory-related purchase commitments, capital expenditures for renovations and maintenance at our offices and sales centers, and share repurchases. Our long-term liquidity requirements primarily consist of funds necessary to pay for scheduled debt maturities, inventory-related purchase commitments, costs associated with potential acquisitions and development projects, including rebranding, and share repurchases.

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

•As of March 31, 2026, we had total cash and cash equivalents of $261 million and restricted cash of $291 million. Restricted cash primarily consists of escrow deposits received on VOI sales and reserves related to non-recourse debt.

•During the three months ended March 31, 2026, we repurchased 3 million shares for $150 million, excluding the excise tax, under our share repurchase programs. See Note 14: Earnings Per Share for additional information.

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

•As of March 31, 2026, we had an aggregate of $150 million remaining borrowing capacity under our Timeshare Facility. As of March 31, 2026, we had $929 million of notes that were current on payments but not securitized. Of that figure, approximately $370 million could be monetized through either warehouse borrowing or securitization while another $367 million of mortgage notes we anticipate being eligible following certain customary milestones such as first payment, deeding and recording.

We believe that our capital allocation strategy provides adequate funding for our operations, is flexible enough to fund our development pipeline, securitizes the optimal level of receivables, and provides the ability to be strategically opportunistic in the marketplace. We have made commitments with developers to purchase vacation ownership units at a future date to be marketed and sold under our Hilton Grand Vacations brand. As of March 31, 2026, our inventory-related purchase commitments totaled $212 million to be fulfilled over a period of 9 years.

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Sources and Uses of Our Cash

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


	Three Months Ended March 31,				Variance
($ in millions)	2026		2025		$
Net cash provided by (used in):
Operating activities	$	128	$	38	$	90
Investing activities	(20)		(32)		12
Financing activities	(122)		(201)		79

Operating Activities

Cash flow provided by operating activities is primarily generated from (1) sales and financing of VOIs and (2) net cash generated from managing our resorts, Club operations and providing related rental and ancillary services. Cash flows provided by operating activities primarily include funding our working capital needs and purchase of VOI inventory, including the purchase and development of real estate for future conversion to inventory. Our cash flows from operations generally vary due to the following factors related to the sale of our VOIs; the degree to which our owners finance their purchase and our owners’ repayment of timeshare financing receivables; the timing of management and sales and marketing services provided; and cash outlays for VOI inventory acquisition and development. Additionally, cash flow from operations will also vary depending upon our sales mix of VOIs; over time, we generally receive more cash from the sale of an owned VOI as compared to that from a fee-for-service sale.

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

The following table summarizes our VOI inventory spending:


	Three Months Ended March 31,
($ in millions)	2026		2025
VOI spending - owned properties(1)	$	56	$	58

Purchases and development of real estate for future conversion to inventory	15		52

Total VOI inventory spending	$	71	$	110

(1)Relates to costs on properties classified as Inventory on our unaudited condensed consolidated balance sheets.

Investing Activities

Investing activities include cash paid for acquisitions, capital expenditures and software capitalization costs. Our capital expenditures include spending related to technology and buildings and leasehold improvements used to support sales and marketing locations, resort operations and corporate activities. We believe the renovations of our existing assets are necessary to stay competitive in the markets in which we operate.

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

Financing Activities

Net cash used in financing activities for the three months ended March 31, 2026 was $122 million compared to $201 million for the same period in 2025. The change was primarily due to net proceeds from debt and non-recourse debt of $43 million in 2026 compared to net payments of $36 million in 2025.

Share Repurchase Plans

On July 29, 2025, our Board of Directors approved a share repurchase program authorizing us to repurchase up to an aggregate of $600 million of its outstanding shares of common stock over a two-year period (the “2025 Repurchase Plan”). As of March 31, 2026, we had $278 million of remaining availability under the 2025 Repurchase Plan.

Contractual Obligations

Our commitments primarily relate to agreements with developers to purchase or construct vacation ownership units, operating leases, marketing and license fee agreements and obligations associated with our debt, non-recourse debt and the related interest. As of March 31, 2026, we were committed to $9.3 billion in contractual obligations over 14 years,

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$698 million of which will be fulfilled in the remainder of 2026. The ultimate amount and timing of certain commitments is subject to change pursuant to the terms of the respective arrangements, which could also allow for cancellation in certain circumstances. See Note 17: Commitments and Contingencies and Note 10: Debt and Non-recourse Debt for additional information.

Subsequent Events

Critical Accounting Policies and Estimates

The preparation of our unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts and related disclosures. We have discussed those policies and estimates that we believe are critical and require the use of complex judgment in their application in our Annual Report on Form 10-K for the year ended December 31, 2025.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk from changes in interest rates and currency exchange rates. We manage our exposure to these risks by monitoring available financing alternatives and through pricing policies that may take into account currency exchange rates. Our exposure to market risk has not materially changed from what we previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

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ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) or our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of the controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error and mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of effectiveness of controls and procedures to future periods are subject to the risk that the controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the controls and procedures may have deteriorated.

In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of the end of the period covered by this quarterly report, were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the first quarter of 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II OTHER INFORMATION

Item 1. Legal Proceedings

Information with respect to this item may be found in Note 17: Commitments and Contingencies, to our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

As of March 31, 2026, there have been no material changes from the risk factors previously disclosed in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2025. These risk factors may be important to understanding statements in the Form 10-Q and should be read in conjunction with the unaudited condensed consolidated financial statements and related notes in Part I, Item 1, “Financial Statements” and Part 1, Item 2, “Management's Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-Q.

The risks described in our Annual Report on Form 10-K for the year ended December 31, 2025, contain forward-looking statements, and they may not be the only risks facing the Company. The future business, results of operations and financial condition of the Company can be affected by the risk factors described in such reports and by other factors currently unknown, that management presently believes not to be material, that management has made certain forward-looking projections, estimates or assumptions on, or that may rapidly evolve, develop or change. Any one or more of such factors could, directly or indirectly, cause our actual financial condition and results of operations to vary materially and adversely from past, or from anticipated future financial condition and results of operations. Any of these factors, in whole or in part, could materially and adversely affect our business, results of operations and financial condition and the trading price of our common stock. Because of these factors affecting our financial condition, key business operational metrics, and operating results, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

During the three months ended March 31, 2026, we repurchased the following shares:


Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under Plans(1)
January 1 - January 31, 2026	1,178,096	$	46.15	1,178,096	$	373,262,674
February 1 - February 28, 2026	1,079,994	46.97		1,079,994	322,537,141
March 1 - March 31, 2026	1,063,061	42.23		1,063,061	277,643,419
Total	3,321,151	$	45.16	3,321,151

(1) Under our publicly announced 2025 Repurchase Plan, we may repurchase shares in the open market, in privately negotiated transactions or such other manner as determined by us, including through repurchase plans complying with the rules and regulations of the SEC. The timing and actual number of shares repurchased under any share repurchase plan will depend on a variety of factors, including the stock price, available liquidity and market conditions. The shares are retired upon repurchase. The share repurchase plans do not obligate HGV to repurchase any dollar amount or number of shares of common stock, and they may be suspended or discontinued at any time.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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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).

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.

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 30th day of April 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