hgv-20260630
000167416812-312026Q2false364xbrli:sharesiso4217:USDiso4217:USDxbrli:shareshgv:propertyxbrli:purehgv:segmenthgv:storehgv:kiosk00016741682026-01-012026-06-3000016741682026-07-2300016741682026-06-3000016741682025-12-310001674168us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2026-06-300001674168us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2025-12-310001674168hgv:SalesOfVacationOwnershipIntervalsNetMember2026-04-012026-06-300001674168hgv:SalesOfVacationOwnershipIntervalsNetMember2025-04-012025-06-300001674168hgv:SalesOfVacationOwnershipIntervalsNetMember2026-01-012026-06-300001674168hgv:SalesOfVacationOwnershipIntervalsNetMember2025-01-012025-06-300001674168hgv:FeeForServicesCommissionsPackageSalesAndOtherFeesMember2026-04-012026-06-300001674168hgv:FeeForServicesCommissionsPackageSalesAndOtherFeesMember2025-04-012025-06-300001674168hgv:FeeForServicesCommissionsPackageSalesAndOtherFeesMember2026-01-012026-06-300001674168hgv:FeeForServicesCommissionsPackageSalesAndOtherFeesMember2025-01-012025-06-300001674168hgv:FinancingMember2026-04-012026-06-300001674168hgv:FinancingMember2025-04-012025-06-300001674168hgv:FinancingMember2026-01-012026-06-300001674168hgv:FinancingMember2025-01-012025-06-300001674168hgv:ResortAndClubManagementMember2026-04-012026-06-300001674168hgv:ResortAndClubManagementMember2025-04-012025-06-300001674168hgv:ResortAndClubManagementMember2026-01-012026-06-300001674168hgv:ResortAndClubManagementMember2025-01-012025-06-300001674168hgv:RentalAndAncillaryServiceMember2026-04-012026-06-300001674168hgv:RentalAndAncillaryServiceMember2025-04-012025-06-300001674168hgv:RentalAndAncillaryServiceMember2026-01-012026-06-300001674168hgv:RentalAndAncillaryServiceMember2025-01-012025-06-300001674168hgv:CostReimbursementsMember2026-04-012026-06-300001674168hgv:CostReimbursementsMember2025-04-012025-06-300001674168hgv:CostReimbursementsMember2026-01-012026-06-300001674168hgv:CostReimbursementsMember2025-01-012025-06-3000016741682026-04-012026-06-3000016741682025-04-012025-06-3000016741682025-01-012025-06-300001674168hgv:CostOfVacationOwnershipIntervalsSalesMember2026-04-012026-06-300001674168hgv:CostOfVacationOwnershipIntervalsSalesMember2025-04-012025-06-300001674168hgv:CostOfVacationOwnershipIntervalsSalesMember2026-01-012026-06-300001674168hgv:CostOfVacationOwnershipIntervalsSalesMember2025-01-012025-06-300001674168hgv:SalesAndMarketingMember2026-04-012026-06-300001674168hgv:SalesAndMarketingMember2025-04-012025-06-300001674168hgv:SalesAndMarketingMember2026-01-012026-06-300001674168hgv:SalesAndMarketingMember2025-01-012025-06-300001674168hgv:AcquisitionAndIntegrationRelatedExpenseMember2026-04-012026-06-300001674168hgv:AcquisitionAndIntegrationRelatedExpenseMember2025-04-012025-06-300001674168hgv:AcquisitionAndIntegrationRelatedExpenseMember2026-01-012026-06-300001674168hgv:AcquisitionAndIntegrationRelatedExpenseMember2025-01-012025-06-300001674168us-gaap:LicenseMember2026-04-012026-06-300001674168us-gaap:LicenseMember2025-04-012025-06-300001674168us-gaap:LicenseMember2026-01-012026-06-300001674168us-gaap:LicenseMember2025-01-012025-06-3000016741682024-12-3100016741682025-06-300001674168us-gaap:CommonStockMember2025-12-310001674168us-gaap:AdditionalPaidInCapitalMember2025-12-310001674168us-gaap:RetainedEarningsMember2025-12-310001674168us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-12-310001674168us-gaap:NoncontrollingInterestMember2025-12-310001674168us-gaap:RetainedEarningsMember2026-01-012026-03-310001674168us-gaap:NoncontrollingInterestMember2026-01-012026-03-3100016741682026-01-012026-03-310001674168us-gaap:CommonStockMember2026-01-012026-03-310001674168us-gaap:AdditionalPaidInCapitalMember2026-01-012026-03-310001674168us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-01-012026-03-310001674168us-gaap:CommonStockMember2026-03-310001674168us-gaap:AdditionalPaidInCapitalMember2026-03-310001674168us-gaap:RetainedEarningsMember2026-03-310001674168us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-03-310001674168us-gaap:NoncontrollingInterestMember2026-03-3100016741682026-03-310001674168us-gaap:RetainedEarningsMember2026-04-012026-06-300001674168us-gaap:NoncontrollingInterestMember2026-04-012026-06-300001674168us-gaap:AdditionalPaidInCapitalMember2026-04-012026-06-300001674168us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-04-012026-06-300001674168us-gaap:CommonStockMember2026-04-012026-06-300001674168us-gaap:CommonStockMember2026-06-300001674168us-gaap:AdditionalPaidInCapitalMember2026-06-300001674168us-gaap:RetainedEarningsMember2026-06-300001674168us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-06-300001674168us-gaap:NoncontrollingInterestMember2026-06-300001674168us-gaap:CommonStockMember2024-12-310001674168us-gaap:AdditionalPaidInCapitalMember2024-12-310001674168us-gaap:RetainedEarningsMember2024-12-310001674168us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001674168us-gaap:NoncontrollingInterestMember2024-12-310001674168us-gaap:RetainedEarningsMember2025-01-012025-03-310001674168us-gaap:NoncontrollingInterestMember2025-01-012025-03-3100016741682025-01-012025-03-310001674168us-gaap:AdditionalPaidInCapitalMember2025-01-012025-03-310001674168us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-03-310001674168us-gaap:CommonStockMember2025-01-012025-03-310001674168us-gaap:CommonStockMember2025-03-310001674168us-gaap:AdditionalPaidInCapitalMember2025-03-310001674168us-gaap:RetainedEarningsMember2025-03-310001674168us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-03-310001674168us-gaap:NoncontrollingInterestMember2025-03-3100016741682025-03-310001674168us-gaap:RetainedEarningsMember2025-04-012025-06-300001674168us-gaap:NoncontrollingInterestMember2025-04-012025-06-300001674168us-gaap:AdditionalPaidInCapitalMember2025-04-012025-06-300001674168us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-04-012025-06-300001674168us-gaap:CommonStockMember2025-04-012025-06-300001674168us-gaap:CommonStockMember2025-06-300001674168us-gaap:AdditionalPaidInCapitalMember2025-06-300001674168us-gaap:RetainedEarningsMember2025-06-300001674168us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-06-300001674168us-gaap:NoncontrollingInterestMember2025-06-300001674168hgv:BluegreenBigCedarVacationsLLCMember2026-06-300001674168hgv:ElaraAcquisitionMember2026-04-290001674168hgv:ElaraAcquisitionMember2026-04-292026-04-290001674168hgv:ElaraAcquisitionMember2026-06-300001674168hgv:ElaraAcquisitionMember2026-04-012026-06-300001674168hgv:ElaraAcquisitionMember2026-01-012026-06-300001674168hgv:ElaraMember2026-04-280001674168hgv:SeniorNotesAndOtherDebtMemberhgv:ElaraAcquisitionMember2026-04-290001674168us-gaap:SecuredDebtMemberhgv:ElaraAcquisitionMember2026-04-290001674168hgv:SalesOfVacationOwnershipIntervalsNetMemberhgv:RealEstateSalesAndFinancingSegmentMember2026-04-012026-06-300001674168hgv:SalesOfVacationOwnershipIntervalsNetMemberhgv:RealEstateSalesAndFinancingSegmentMember2025-04-012025-06-300001674168hgv:SalesOfVacationOwnershipIntervalsNetMemberhgv:RealEstateSalesAndFinancingSegmentMember2026-01-012026-06-300001674168hgv:SalesOfVacationOwnershipIntervalsNetMemberhgv:RealEstateSalesAndFinancingSegmentMember2025-01-012025-06-300001674168hgv:FeeForServicesCommissionsPackageSalesAndOtherFeesMemberhgv:RealEstateSalesAndFinancingSegmentMember2026-04-012026-06-300001674168hgv:FeeForServicesCommissionsPackageSalesAndOtherFeesMemberhgv:RealEstateSalesAndFinancingSegmentMember2025-04-012025-06-300001674168hgv:FeeForServicesCommissionsPackageSalesAndOtherFeesMemberhgv:RealEstateSalesAndFinancingSegmentMember2026-01-012026-06-300001674168hgv:FeeForServicesCommissionsPackageSalesAndOtherFeesMemberhgv:RealEstateSalesAndFinancingSegmentMember2025-01-012025-06-300001674168hgv:InterestIncomeRevenueMemberhgv:RealEstateSalesAndFinancingSegmentMember2026-04-012026-06-300001674168hgv:InterestIncomeRevenueMemberhgv:RealEstateSalesAndFinancingSegmentMember2025-04-012025-06-300001674168hgv:InterestIncomeRevenueMemberhgv:RealEstateSalesAndFinancingSegmentMember2026-01-012026-06-300001674168hgv:InterestIncomeRevenueMemberhgv:RealEstateSalesAndFinancingSegmentMember2025-01-012025-06-300001674168hgv:OtherFinancingRevenueMemberhgv:RealEstateSalesAndFinancingSegmentMember2026-04-012026-06-300001674168hgv:OtherFinancingRevenueMemberhgv:RealEstateSalesAndFinancingSegmentMember2025-04-012025-06-300001674168hgv:OtherFinancingRevenueMemberhgv:RealEstateSalesAndFinancingSegmentMember2026-01-012026-06-300001674168hgv:OtherFinancingRevenueMemberhgv:RealEstateSalesAndFinancingSegmentMember2025-01-012025-06-300001674168hgv:RealEstateSalesAndFinancingSegmentMember2026-04-012026-06-300001674168hgv:RealEstateSalesAndFinancingSegmentMember2025-04-012025-06-300001674168hgv:RealEstateSalesAndFinancingSegmentMember2026-01-012026-06-300001674168hgv:RealEstateSalesAndFinancingSegmentMember2025-01-012025-06-300001674168hgv:ClubManagementMemberhgv:ResortOperationsAndClubManagementSegmentMember2026-04-012026-06-300001674168hgv:ClubManagementMemberhgv:ResortOperationsAndClubManagementSegmentMember2025-04-012025-06-300001674168hgv:ClubManagementMemberhgv:ResortOperationsAndClubManagementSegmentMember2026-01-012026-06-300001674168hgv:ClubManagementMemberhgv:ResortOperationsAndClubManagementSegmentMember2025-01-012025-06-300001674168hgv:ResortManagementMemberhgv:ResortOperationsAndClubManagementSegmentMember2026-04-012026-06-300001674168hgv:ResortManagementMemberhgv:ResortOperationsAndClubManagementSegmentMember2025-04-012025-06-300001674168hgv:ResortManagementMemberhgv:ResortOperationsAndClubManagementSegmentMember2026-01-012026-06-300001674168hgv:ResortManagementMemberhgv:ResortOperationsAndClubManagementSegmentMember2025-01-012025-06-300001674168hgv:RentalMemberhgv:ResortOperationsAndClubManagementSegmentMember2026-04-012026-06-300001674168hgv:RentalMemberhgv:ResortOperationsAndClubManagementSegmentMember2025-04-012025-06-300001674168hgv:RentalMemberhgv:ResortOperationsAndClubManagementSegmentMember2026-01-012026-06-300001674168hgv:RentalMemberhgv:ResortOperationsAndClubManagementSegmentMember2025-01-012025-06-300001674168hgv:AncillaryServicesMemberhgv:ResortOperationsAndClubManagementSegmentMember2026-04-012026-06-300001674168hgv:AncillaryServicesMemberhgv:ResortOperationsAndClubManagementSegmentMember2025-04-012025-06-300001674168hgv:AncillaryServicesMemberhgv:ResortOperationsAndClubManagementSegmentMember2026-01-012026-06-300001674168hgv:AncillaryServicesMemberhgv:ResortOperationsAndClubManagementSegmentMember2025-01-012025-06-300001674168hgv:ResortOperationsAndClubManagementSegmentMember2026-04-012026-06-300001674168hgv:ResortOperationsAndClubManagementSegmentMember2025-04-012025-06-300001674168hgv:ResortOperationsAndClubManagementSegmentMember2026-01-012026-06-300001674168hgv:ResortOperationsAndClubManagementSegmentMember2025-01-012025-06-300001674168us-gaap:AccountsReceivableMember2026-06-300001674168us-gaap:AccountsReceivableMember2025-12-310001674168hgv:FinancingReceivableNetMember2026-06-300001674168hgv:FinancingReceivableNetMember2025-12-310001674168hgv:FinancialAssetAcquiredMember2026-06-300001674168hgv:FinancialAssetAcquiredMember2025-12-310001674168hgv:AdvanceDepositsLiabilitiesMember2026-06-300001674168hgv:AdvanceDepositsLiabilitiesMember2025-12-310001674168hgv:DeferredSalesOfVOIsOfProjectsUnderConstructionMember2026-06-300001674168hgv:DeferredSalesOfVOIsOfProjectsUnderConstructionMember2025-12-310001674168hgv:ClubActivationFeesAnnualDuesAndOtherMember2026-06-300001674168hgv:ClubActivationFeesAnnualDuesAndOtherMember2025-12-310001674168hgv:ClubBonusPointIncentiveLiabilityMember2026-06-300001674168hgv:ClubBonusPointIncentiveLiabilityMember2025-12-310001674168hgv:OtherRevenueMember2026-06-300001674168hgv:OtherRevenueMember2025-12-310001674168hgv:SalesOfVacationOwnershipIntervalsMember2026-06-300001674168hgv:SalesOfVacationOwnershipIntervalsMember2025-12-310001674168hgv:SalesOfVacationOwnershipIntervalsMember2026-01-012026-06-300001674168hgv:SalesOfVacationOwnershipIntervalsMember2025-01-012025-12-310001674168country:JPhgv:SalesOfVacationOwnershipIntervalsMember2026-01-012026-06-300001674168hgv:AdvancedDepositsMember2026-01-012026-06-300001674168hgv:ClubActivationFeesMember2026-01-012026-06-300001674168hgv:ClubBonusPointsIncentiveLiabilityMember2026-01-012026-06-300001674168srt:MinimumMemberhgv:ClubBonusPointsIncentiveLiabilityMember2026-01-012026-06-300001674168srt:MaximumMemberhgv:ClubBonusPointsIncentiveLiabilityMember2026-01-012026-06-300001674168hgv:AnnualClubDuesMember2026-01-012026-06-300001674168hgv:OtherRevenueMember2026-01-012026-06-300001674168hgv:FeesForServiceCommissionsMember2026-06-300001674168hgv:FeesForServiceCommissionsMember2025-12-310001674168hgv:RealEstateSalesAndFinancingSegmentMember2026-06-300001674168hgv:RealEstateSalesAndFinancingSegmentMember2025-12-310001674168hgv:ResortAndClubManagementMember2026-06-300001674168hgv:ResortAndClubManagementMember2025-12-310001674168hgv:TaxReceivablesMember2026-06-300001674168hgv:TaxReceivablesMember2025-12-310001674168hgv:OtherReceivablesMember2026-06-300001674168hgv:OtherReceivablesMember2025-12-310001674168hgv:FeesForServiceCommissionsMember2025-12-310001674168hgv:RealEstateSalesAndFinancingSegmentMember2025-12-310001674168hgv:ResortAndClubManagementMember2025-12-310001674168hgv:FeesForServiceCommissionsMember2026-01-012026-06-300001674168hgv:RealEstateSalesAndFinancingSegmentMember2026-01-012026-06-300001674168hgv:FeesForServiceCommissionsMember2026-06-300001674168hgv:RealEstateSalesAndFinancingSegmentMember2026-06-300001674168hgv:ResortAndClubManagementMember2026-06-300001674168hgv:SecuritizedTimeshareFinancingReceivableMemberus-gaap:FinancialAssetOriginatedMember2026-06-300001674168hgv:SecuritizedTimeshareFinancingReceivableMemberus-gaap:FinancialAssetOriginatedMember2025-12-310001674168hgv:SecuritizedTimeshareFinancingReceivableMemberhgv:FinancialAssetAcquiredMember2026-06-300001674168hgv:SecuritizedTimeshareFinancingReceivableMemberhgv:FinancialAssetAcquiredMember2025-12-310001674168hgv:UnsecuritizedTimeshareFinancingReceivableMemberus-gaap:FinancialAssetOriginatedMember2026-06-300001674168hgv:UnsecuritizedTimeshareFinancingReceivableMemberus-gaap:FinancialAssetOriginatedMember2025-12-310001674168hgv:UnsecuritizedTimeshareFinancingReceivableMemberhgv:FinancialAssetAcquiredMember2026-06-300001674168hgv:UnsecuritizedTimeshareFinancingReceivableMemberhgv:FinancialAssetAcquiredMember2025-12-310001674168us-gaap:FinancialAssetOriginatedMember2026-06-300001674168us-gaap:FinancialAssetOriginatedMember2025-12-310001674168us-gaap:SecuredDebtMemberus-gaap:AssetPledgedAsCollateralMember2026-06-300001674168us-gaap:SecuredDebtMemberus-gaap:AssetPledgedAsCollateralMember2025-12-310001674168us-gaap:FinancialAssetOriginatedMembersrt:MinimumMember2026-06-300001674168us-gaap:FinancialAssetOriginatedMembersrt:MaximumMember2026-06-300001674168us-gaap:FinancialAssetOriginatedMember2026-01-012026-06-300001674168hgv:FinancialAssetAcquiredMembersrt:MinimumMember2026-06-300001674168hgv:FinancialAssetAcquiredMembersrt:MaximumMember2026-06-300001674168hgv:FinancialAssetAcquiredMember2026-01-012026-06-300001674168us-gaap:FinancialAssetOriginatedMember2024-12-310001674168hgv:FinancialAssetAcquiredMember2024-12-310001674168us-gaap:FinancialAssetOriginatedMember2025-01-012025-06-300001674168hgv:FinancialAssetAcquiredMember2025-01-012025-06-300001674168us-gaap:FinancialAssetOriginatedMember2025-06-300001674168hgv:FinancialAssetAcquiredMember2025-06-300001674168us-gaap:FicoScoreGreaterThan700Memberus-gaap:FinancialAssetOriginatedMember2026-06-300001674168us-gaap:FicoScoreGreaterThan700Memberus-gaap:FinancialAssetOriginatedMember2025-12-310001674168us-gaap:FicoScore600To699Memberus-gaap:FinancialAssetOriginatedMember2026-06-300001674168us-gaap:FicoScore600To699Memberus-gaap:FinancialAssetOriginatedMember2025-12-310001674168hgv:FicoScoreLessThan600Memberus-gaap:FinancialAssetOriginatedMember2026-06-300001674168hgv:FicoScoreLessThan600Memberus-gaap:FinancialAssetOriginatedMember2025-12-310001674168hgv:FicoScoreNoScoreMemberus-gaap:FinancialAssetOriginatedMember2026-06-300001674168hgv:FicoScoreNoScoreMemberus-gaap:FinancialAssetOriginatedMember2025-12-310001674168us-gaap:FinancialAssetOriginatedMemberus-gaap:FinancialAssetNotPastDueMemberhgv:SecuritizedTimeshareFinancingReceivableMember2026-06-300001674168us-gaap:FinancialAssetOriginatedMemberus-gaap:FinancialAssetNotPastDueMemberhgv:SecuritizedTimeshareFinancingReceivableMember2025-12-310001674168us-gaap:FinancialAssetOriginatedMemberus-gaap:FinancialAssetNotPastDueMemberhgv:UnsecuritizedTimeshareFinancingReceivableMember2026-06-300001674168us-gaap:FinancialAssetOriginatedMemberus-gaap:FinancialAssetNotPastDueMemberhgv:UnsecuritizedTimeshareFinancingReceivableMember2025-12-310001674168us-gaap:FinancialAssetOriginatedMemberhgv:FinancingReceivables31To90DaysPastDueMemberhgv:SecuritizedTimeshareFinancingReceivableMember2026-06-300001674168us-gaap:FinancialAssetOriginatedMemberhgv:FinancingReceivables31To90DaysPastDueMemberhgv:SecuritizedTimeshareFinancingReceivableMember2025-12-310001674168us-gaap:FinancialAssetOriginatedMemberhgv:FinancingReceivables31To90DaysPastDueMemberhgv:UnsecuritizedTimeshareFinancingReceivableMember2026-06-300001674168us-gaap:FinancialAssetOriginatedMemberhgv:FinancingReceivables31To90DaysPastDueMemberhgv:UnsecuritizedTimeshareFinancingReceivableMember2025-12-310001674168us-gaap:FinancialAssetOriginatedMemberhgv:FinancingReceivables91To120DaysPastDueMemberhgv:SecuritizedTimeshareFinancingReceivableMember2026-06-300001674168us-gaap:FinancialAssetOriginatedMemberhgv:FinancingReceivables91To120DaysPastDueMemberhgv:SecuritizedTimeshareFinancingReceivableMember2025-12-310001674168us-gaap:FinancialAssetOriginatedMemberhgv:FinancingReceivables91To120DaysPastDueMemberhgv:UnsecuritizedTimeshareFinancingReceivableMember2026-06-300001674168us-gaap:FinancialAssetOriginatedMemberhgv:FinancingReceivables91To120DaysPastDueMemberhgv:UnsecuritizedTimeshareFinancingReceivableMember2025-12-310001674168us-gaap:FinancialAssetOriginatedMemberhgv:FinancingReceivablesEqualToOrGreaterThan121DaysPastDueMemberhgv:SecuritizedTimeshareFinancingReceivableMember2026-06-300001674168us-gaap:FinancialAssetOriginatedMemberhgv:FinancingReceivablesEqualToOrGreaterThan121DaysPastDueMemberhgv:SecuritizedTimeshareFinancingReceivableMember2025-12-310001674168us-gaap:FinancialAssetOriginatedMemberhgv:FinancingReceivablesEqualToOrGreaterThan121DaysPastDueMemberhgv:UnsecuritizedTimeshareFinancingReceivableMember2026-06-300001674168us-gaap:FinancialAssetOriginatedMemberhgv:FinancingReceivablesEqualToOrGreaterThan121DaysPastDueMemberhgv:UnsecuritizedTimeshareFinancingReceivableMember2025-12-310001674168us-gaap:FicoScoreGreaterThan700Memberhgv:FinancialAssetAcquiredMember2026-06-300001674168us-gaap:FicoScoreGreaterThan700Memberhgv:FinancialAssetAcquiredMember2025-12-310001674168us-gaap:FicoScore600To699Memberhgv:FinancialAssetAcquiredMember2026-06-300001674168us-gaap:FicoScore600To699Memberhgv:FinancialAssetAcquiredMember2025-12-310001674168hgv:FicoScoreLessThan600Memberhgv:FinancialAssetAcquiredMember2026-06-300001674168hgv:FicoScoreLessThan600Memberhgv:FinancialAssetAcquiredMember2025-12-310001674168hgv:FicoScoreNoScoreMemberhgv:FinancialAssetAcquiredMember2026-06-300001674168hgv:FicoScoreNoScoreMemberhgv:FinancialAssetAcquiredMember2025-12-310001674168hgv:FinancialAssetAcquiredMemberus-gaap:FinancialAssetNotPastDueMemberhgv:SecuritizedTimeshareFinancingReceivableMember2026-06-300001674168hgv:FinancialAssetAcquiredMemberus-gaap:FinancialAssetNotPastDueMemberhgv:SecuritizedTimeshareFinancingReceivableMember2025-12-310001674168hgv:FinancialAssetAcquiredMemberus-gaap:FinancialAssetNotPastDueMemberhgv:UnsecuritizedTimeshareFinancingReceivableMember2026-06-300001674168hgv:FinancialAssetAcquiredMemberus-gaap:FinancialAssetNotPastDueMemberhgv:UnsecuritizedTimeshareFinancingReceivableMember2025-12-310001674168hgv:FinancialAssetAcquiredMemberhgv:FinancingReceivables31To90DaysPastDueMemberhgv:SecuritizedTimeshareFinancingReceivableMember2026-06-300001674168hgv:FinancialAssetAcquiredMemberhgv:FinancingReceivables31To90DaysPastDueMemberhgv:SecuritizedTimeshareFinancingReceivableMember2025-12-310001674168hgv:FinancialAssetAcquiredMemberhgv:FinancingReceivables31To90DaysPastDueMemberhgv:UnsecuritizedTimeshareFinancingReceivableMember2026-06-300001674168hgv:FinancialAssetAcquiredMemberhgv:FinancingReceivables31To90DaysPastDueMemberhgv:UnsecuritizedTimeshareFinancingReceivableMember2025-12-310001674168hgv:FinancialAssetAcquiredMemberhgv:FinancingReceivables91To120DaysPastDueMemberhgv:SecuritizedTimeshareFinancingReceivableMember2026-06-300001674168hgv:FinancialAssetAcquiredMemberhgv:FinancingReceivables91To120DaysPastDueMemberhgv:SecuritizedTimeshareFinancingReceivableMember2025-12-310001674168hgv:FinancialAssetAcquiredMemberhgv:FinancingReceivables91To120DaysPastDueMemberhgv:UnsecuritizedTimeshareFinancingReceivableMember2026-06-300001674168hgv:FinancialAssetAcquiredMemberhgv:FinancingReceivables91To120DaysPastDueMemberhgv:UnsecuritizedTimeshareFinancingReceivableMember2025-12-310001674168hgv:FinancialAssetAcquiredMemberhgv:FinancingReceivablesEqualToOrGreaterThan121DaysPastDueMemberhgv:SecuritizedTimeshareFinancingReceivableMember2026-06-300001674168hgv:FinancialAssetAcquiredMemberhgv:FinancingReceivablesEqualToOrGreaterThan121DaysPastDueMemberhgv:SecuritizedTimeshareFinancingReceivableMember2025-12-310001674168hgv:FinancialAssetAcquiredMemberhgv:FinancingReceivablesEqualToOrGreaterThan121DaysPastDueMemberhgv:UnsecuritizedTimeshareFinancingReceivableMember2026-06-300001674168hgv:FinancialAssetAcquiredMemberhgv:FinancingReceivablesEqualToOrGreaterThan121DaysPastDueMemberhgv:UnsecuritizedTimeshareFinancingReceivableMember2025-12-310001674168us-gaap:FinancialAssetNotPastDueMember2026-06-300001674168us-gaap:FinancialAssetNotPastDueMember2025-12-310001674168hgv:FinancingReceivables31To90DaysPastDueMember2026-06-300001674168hgv:FinancingReceivables31To90DaysPastDueMember2025-12-310001674168hgv:FinancingReceivables91To120DaysPastDueMember2026-06-300001674168hgv:FinancingReceivables91To120DaysPastDueMember2025-12-310001674168hgv:FinancingReceivablesEqualToOrGreaterThan121DaysPastDueMember2026-06-300001674168hgv:FinancingReceivablesEqualToOrGreaterThan121DaysPastDueMember2025-12-310001674168us-gaap:FinancialAssetNotPastDueMemberhgv:ElaraAcquisitionMember2026-06-300001674168hgv:FinancingReceivables31To90DaysPastDueMemberhgv:ElaraAcquisitionMember2026-06-300001674168hgv:FinancingReceivables91To120DaysPastDueMemberhgv:ElaraAcquisitionMember2026-06-300001674168hgv:FinancingReceivablesEqualToOrGreaterThan121DaysPastDueMemberhgv:ElaraAcquisitionMember2026-06-300001674168us-gaap:TimeShareMember2026-04-012026-06-300001674168us-gaap:TimeShareMember2025-04-012025-06-300001674168us-gaap:TimeShareMember2026-01-012026-06-300001674168us-gaap:TimeShareMember2025-01-012025-06-300001674168us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2026-01-012026-06-300001674168us-gaap:SecuredDebtMember2026-01-012026-06-300001674168us-gaap:SecuredDebtMember2025-01-012025-06-300001674168hgv:A1776HoldingLimitedLiabilityCompanyMember2026-06-300001674168hgv:OneSevenSevenSixHoldingLimitedLiabilityCompanyAndElaraMember2025-12-310001674168hgv:UnconsolidatedAffiliatesMember2026-06-300001674168hgv:UnconsolidatedAffiliatesMember2025-12-310001674168hgv:A1776HoldingLimitedLiabilityCompanyMember2026-01-012026-06-300001674168hgv:ElaraMember2026-01-012026-06-300001674168us-gaap:TradeNamesMember2026-06-300001674168hgv:ManagementContractsMember2026-06-300001674168hgv:ClubMemberRelationshipsMember2026-06-300001674168hgv:CapitalizedSoftwareMember2026-06-300001674168hgv:BassProMarketingAgreementMember2026-06-300001674168hgv:OtherContractRelatedIntangibleAssetsMember2026-06-300001674168us-gaap:TradeNamesMember2025-12-310001674168hgv:ManagementContractsMember2025-12-310001674168hgv:ClubMemberRelationshipsMember2025-12-310001674168hgv:CapitalizedSoftwareMember2025-12-310001674168hgv:BassProMarketingAgreementMember2025-12-310001674168hgv:OtherContractRelatedIntangibleAssetsMember2025-12-310001674168us-gaap:LineOfCreditMemberhgv:TermLoansADue2028Member2026-06-300001674168us-gaap:LineOfCreditMemberhgv:TermLoansADue2028Member2025-12-310001674168us-gaap:LineOfCreditMemberhgv:TermLoanBDue2028Member2026-06-300001674168us-gaap:LineOfCreditMemberhgv:TermLoanBDue2028Member2025-12-310001674168us-gaap:LineOfCreditMemberhgv:TermLoansDue2031Member2026-06-300001674168us-gaap:LineOfCreditMemberhgv:TermLoansDue2031Member2025-12-310001674168us-gaap:RevolvingCreditFacilityMemberhgv:RevolverLoansDue2030Member2026-06-300001674168us-gaap:RevolvingCreditFacilityMemberhgv:RevolverLoansDue2030Member2025-12-310001674168us-gaap:SeniorNotesMemberhgv:SeniorNotesDue2029Member2026-06-300001674168us-gaap:SeniorNotesMemberhgv:SeniorNotesDue2029Member2025-12-310001674168us-gaap:SeniorNotesMemberhgv:SeniorNotesDue2031Member2026-06-300001674168us-gaap:SeniorNotesMemberhgv:SeniorNotesDue2031Member2025-12-310001674168us-gaap:SeniorNotesMemberhgv:SeniorNotesDue2032Member2026-06-300001674168us-gaap:SeniorNotesMemberhgv:SeniorNotesDue2032Member2025-12-310001674168us-gaap:SeniorNotesMemberhgv:OtherDebtMember2026-06-300001674168us-gaap:SeniorNotesMemberhgv:OtherDebtMember2025-12-310001674168hgv:SeniorNotesAndOtherDebtMember2026-06-300001674168hgv:SeniorNotesAndOtherDebtMember2025-12-3100016741682025-01-012025-12-310001674168us-gaap:RevolvingCreditFacilityMember2026-06-300001674168us-gaap:RevolvingCreditFacilityMember2025-12-310001674168hgv:SeniorSecuredCreditFacilityMemberus-gaap:RevolvingCreditFacilityMember2026-06-300001674168hgv:CashCollateralSecuredCreditFacilitiesMember2026-06-300001674168us-gaap:LineOfCreditMemberus-gaap:SubsequentEventMemberhgv:TermLoanBDue2028Member2026-07-170001674168us-gaap:LineOfCreditMemberus-gaap:SubsequentEventMemberhgv:TermLoanBDue2028Member2026-07-172026-07-170001674168us-gaap:LineOfCreditMemberhgv:TermLoanBDue2028Memberus-gaap:RevolvingCreditFacilityMember2026-06-300001674168hgv:NetUnrealizedGainOnDerivativeInstrumentsMember2025-12-310001674168hgv:NetUnrealizedGainOnDerivativeInstrumentsMember2026-01-012026-06-300001674168hgv:NetUnrealizedGainOnDerivativeInstrumentsMember2026-06-300001674168us-gaap:SecuredDebtMemberhgv:TimeshareFacilityDue2029Member2026-01-012026-06-300001674168us-gaap:SecuredDebtMemberhgv:TimeshareFacilityDue2029Member2026-06-300001674168us-gaap:SecuredDebtMemberhgv:TimeshareFacilityDue2029Member2025-12-310001674168us-gaap:SecuredDebtMemberhgv:SecuritizedDebtWithAWeightedAverageRateOf5.056Due20342045Member2026-01-012026-06-300001674168us-gaap:SecuredDebtMemberhgv:SecuritizedDebtWithAWeightedAverageRateOf5.056Due20342045Member2026-06-300001674168us-gaap:SecuredDebtMemberhgv:SecuritizedDebtWithAWeightedAverageRateOf5.056Due20342045Member2025-12-310001674168us-gaap:SecuredDebtMemberhgv:QuorumPurchaseFacilityWithAnAverageRateOf5.023Due2034Member2026-01-012026-06-300001674168us-gaap:SecuredDebtMemberhgv:QuorumPurchaseFacilityWithAnAverageRateOf5.023Due2034Member2026-06-300001674168us-gaap:SecuredDebtMemberhgv:QuorumPurchaseFacilityWithAnAverageRateOf5.023Due2034Member2025-12-310001674168us-gaap:SecuredDebtMemberhgv:NBAReceivablesFacilityWithAnAverageRateOf5.394Due2031Member2026-01-012026-06-300001674168us-gaap:SecuredDebtMemberhgv:NBAReceivablesFacilityWithAnAverageRateOf5.394Due2031Member2026-06-300001674168us-gaap:SecuredDebtMemberhgv:NBAReceivablesFacilityWithAnAverageRateOf5.394Due2031Member2025-12-310001674168us-gaap:SecuredDebtMember2026-06-300001674168us-gaap:SecuredDebtMember2025-12-310001674168us-gaap:SecuredDebtMember2025-01-012025-12-310001674168us-gaap:SecuredDebtMemberhgv:SecuritizedDebtWithAWeightedAverageRateOf5.056Due20342045Membersrt:MinimumMember2026-01-012026-06-300001674168us-gaap:SecuredDebtMemberhgv:SecuritizedDebtWithAWeightedAverageRateOf5.056Due20342045Membersrt:MaximumMember2026-01-012026-06-300001674168hgv:GrandIslanderAndBluegreenSecuritizedAndNonRecourseDebtMember2026-06-300001674168hgv:GrandIslanderAndBluegreenSecuritizedAndNonRecourseDebtMember2025-12-310001674168us-gaap:SecuredDebtMemberhgv:TimeshareFacilityDue2029Member2026-04-300001674168us-gaap:SecuredDebtMemberhgv:TimeshareFacilityDue2029Member2026-05-310001674168us-gaap:SecuredDebtMemberhgv:TimeshareFacilityDue2025Member2026-06-300001674168hgv:SecuritizedTimeshareFinancingReceivableMember2026-04-300001674168hgv:A4.67TimeshareFacilityMember2026-04-300001674168hgv:A5.01TimeshareFacilityMember2026-04-300001674168hgv:A5.36TimeshareFacilityMember2026-04-300001674168hgv:A7.21TimeshareFacilityMember2026-04-300001674168hgv:TimeshareFacilityMember2026-04-300001674168hgv:SecuritizedTimeshareFinancingReceivableMember2026-06-300001674168hgv:A4.83TimeshareFacilityMember2026-06-300001674168hgv:A5.10TimeshareFacilityMember2026-06-300001674168hgv:A5.54TimeshareFacilityMember2026-06-300001674168hgv:A6.00TimeshareFacilityMember2026-06-300001674168hgv:TimeshareFacilityMember2026-06-300001674168hgv:DepositoryAccountReservesMember2026-06-300001674168hgv:DepositoryAccountReservesMember2025-12-310001674168hgv:NBAReceivablesFacilityMember2026-06-300001674168us-gaap:DebtMember2026-06-300001674168hgv:NonRecourseDebtMember2026-06-300001674168hgv:NotesPayableLineofCreditandSecuredDebtMember2026-06-300001674168us-gaap:CarryingReportedAmountFairValueDisclosureMember2026-06-300001674168us-gaap:FairValueInputsLevel1Member2026-06-300001674168us-gaap:FairValueInputsLevel3Member2026-06-300001674168us-gaap:CarryingReportedAmountFairValueDisclosureMember2025-12-310001674168us-gaap:FairValueInputsLevel1Member2025-12-310001674168us-gaap:FairValueInputsLevel3Member2025-12-310001674168hgv:TwoThousandTwentyThreeOmnibusIncentivePlanMember2026-05-060001674168hgv:TwoThousandTwentyThreeOmnibusIncentivePlanMember2026-06-300001674168us-gaap:RestrictedStockUnitsRSUMember2026-01-012026-06-300001674168us-gaap:PerformanceSharesMember2026-01-012026-06-300001674168us-gaap:ShareBasedCompensationAwardTrancheOneMemberus-gaap:PerformanceSharesMember2026-01-012026-06-300001674168us-gaap:ShareBasedCompensationAwardTrancheTwoMemberus-gaap:PerformanceSharesMember2026-01-012026-06-300001674168hgv:EmployeeStockPurchasePlanMember2017-03-310001674168hgv:EmployeeStockPurchasePlanMember2017-03-012017-03-310001674168hgv:EmployeeStockPurchasePlanMember2026-04-012026-06-300001674168hgv:EmployeeStockPurchasePlanMember2025-04-012025-06-300001674168hgv:EmployeeStockPurchasePlanMember2026-01-012026-06-300001674168hgv:EmployeeStockPurchasePlanMember2025-01-012025-06-300001674168hgv:RestrictedStockUnitsPerformanceShareUnitsEmployeeStockAndEmployeeStockPurchasePlanMember2026-04-012026-06-300001674168hgv:RestrictedStockUnitsPerformanceShareUnitsEmployeeStockAndEmployeeStockPurchasePlanMember2025-04-012025-06-300001674168hgv:RestrictedStockUnitsPerformanceShareUnitsEmployeeStockAndEmployeeStockPurchasePlanMember2026-01-012026-06-300001674168hgv:RestrictedStockUnitsPerformanceShareUnitsEmployeeStockAndEmployeeStockPurchasePlanMember2025-01-012025-06-300001674168us-gaap:RestrictedStockUnitsRSUMember2026-04-012026-06-300001674168us-gaap:RestrictedStockUnitsRSUMember2026-01-012026-06-300001674168us-gaap:RestrictedStockUnitsRSUMember2025-04-012025-06-300001674168us-gaap:RestrictedStockUnitsRSUMember2025-01-012025-06-300001674168us-gaap:PerformanceSharesMember2026-04-012026-06-300001674168us-gaap:PerformanceSharesMember2026-01-012026-06-300001674168us-gaap:PerformanceSharesMember2025-04-012025-06-300001674168us-gaap:PerformanceSharesMember2025-01-012025-06-300001674168us-gaap:EmployeeStockOptionMember2026-04-012026-06-300001674168us-gaap:EmployeeStockOptionMember2026-01-012026-06-300001674168us-gaap:EmployeeStockOptionMember2025-04-012025-06-300001674168us-gaap:EmployeeStockOptionMember2025-01-012025-06-300001674168hgv:A2025RepurchasePlanMember2025-07-290001674168hgv:A2025RepurchasePlanMember2025-07-292025-07-290001674168us-gaap:SubsequentEventMember2026-07-012026-07-230001674168us-gaap:SubsequentEventMemberhgv:A2025RepurchasePlanMember2026-07-230001674168us-gaap:RelatedPartyMember2026-04-012026-06-300001674168us-gaap:RelatedPartyMember2025-04-012025-06-300001674168us-gaap:RelatedPartyMember2026-01-012026-06-300001674168us-gaap:RelatedPartyMember2025-01-012025-06-300001674168us-gaap:RelatedPartyMember2026-06-300001674168us-gaap:RelatedPartyMember2025-12-310001674168hgv:DiamondAcquisitionMemberhgv:ApolloGlobalManagementMember2021-12-310001674168srt:AffiliatedEntityMemberus-gaap:PrivatePlacementMember2026-06-022026-06-020001674168srt:AffiliatedEntityMemberus-gaap:OverAllotmentOptionMember2026-06-222026-06-220001674168srt:AffiliatedEntityMember2026-06-022026-06-020001674168srt:AffiliatedEntityMember2025-01-012025-12-310001674168us-gaap:OperatingSegmentsMemberhgv:RealEstateSalesAndFinancingSegmentMember2026-04-012026-06-300001674168us-gaap:OperatingSegmentsMemberhgv:RealEstateSalesAndFinancingSegmentMember2025-04-012025-06-300001674168us-gaap:OperatingSegmentsMemberhgv:RealEstateSalesAndFinancingSegmentMember2026-01-012026-06-300001674168us-gaap:OperatingSegmentsMemberhgv:RealEstateSalesAndFinancingSegmentMember2025-01-012025-06-300001674168us-gaap:OperatingSegmentsMemberhgv:ResortOperationsAndClubManagementSegmentMember2026-04-012026-06-300001674168us-gaap:OperatingSegmentsMemberhgv:ResortOperationsAndClubManagementSegmentMember2025-04-012025-06-300001674168us-gaap:OperatingSegmentsMemberhgv:ResortOperationsAndClubManagementSegmentMember2026-01-012026-06-300001674168us-gaap:OperatingSegmentsMemberhgv:ResortOperationsAndClubManagementSegmentMember2025-01-012025-06-300001674168us-gaap:OperatingSegmentsMember2026-04-012026-06-300001674168us-gaap:OperatingSegmentsMember2025-04-012025-06-300001674168us-gaap:OperatingSegmentsMember2026-01-012026-06-300001674168us-gaap:OperatingSegmentsMember2025-01-012025-06-300001674168us-gaap:IntersegmentEliminationMember2026-04-012026-06-300001674168us-gaap:IntersegmentEliminationMember2025-04-012025-06-300001674168us-gaap:IntersegmentEliminationMember2026-01-012026-06-300001674168us-gaap:IntersegmentEliminationMember2025-01-012025-06-300001674168us-gaap:IntersegmentEliminationMemberhgv:ResortOperationsAndClubManagementSegmentMember2026-04-012026-06-300001674168hgv:CostOfVacationOwnershipIntervalsSalesMemberhgv:RealEstateSalesAndFinancingSegmentMemberus-gaap:OperatingSegmentsMember2026-04-012026-06-300001674168hgv:CostOfVacationOwnershipIntervalsSalesMemberhgv:ResortOperationsAndClubManagementSegmentMemberus-gaap:OperatingSegmentsMember2026-04-012026-06-300001674168hgv:CostOfVacationOwnershipIntervalsSalesMemberus-gaap:OperatingSegmentsMember2026-04-012026-06-300001674168hgv:SellingExpenseMemberhgv:RealEstateSalesAndFinancingSegmentMemberus-gaap:OperatingSegmentsMember2026-04-012026-06-300001674168hgv:SellingExpenseMemberhgv:ResortOperationsAndClubManagementSegmentMemberus-gaap:OperatingSegmentsMember2026-04-012026-06-300001674168hgv:SellingExpenseMemberus-gaap:OperatingSegmentsMember2026-04-012026-06-300001674168hgv:MarketingExpenseMemberhgv:RealEstateSalesAndFinancingSegmentMemberus-gaap:OperatingSegmentsMember2026-04-012026-06-300001674168hgv:MarketingExpenseMemberhgv:ResortOperationsAndClubManagementSegmentMemberus-gaap:OperatingSegmentsMember2026-04-012026-06-300001674168hgv:MarketingExpenseMemberus-gaap:OperatingSegmentsMember2026-04-012026-06-300001674168hgv:FinancingMemberhgv:RealEstateSalesAndFinancingSegmentMemberus-gaap:OperatingSegmentsMember2026-04-012026-06-300001674168hgv:FinancingMemberhgv:ResortOperationsAndClubManagementSegmentMemberus-gaap:OperatingSegmentsMember2026-04-012026-06-300001674168hgv:FinancingMemberus-gaap:OperatingSegmentsMember2026-04-012026-06-300001674168hgv:ClubExpenseMemberhgv:RealEstateSalesAndFinancingSegmentMemberus-gaap:OperatingSegmentsMember2026-04-012026-06-300001674168hgv:ClubExpenseMemberhgv:ResortOperationsAndClubManagementSegmentMemberus-gaap:OperatingSegmentsMember2026-04-012026-06-300001674168hgv:ClubExpenseMemberus-gaap:OperatingSegmentsMember2026-04-012026-06-300001674168hgv:PropertyManagementExpenseMemberhgv:RealEstateSalesAndFinancingSegmentMemberus-gaap:OperatingSegmentsMember2026-04-012026-06-300001674168hgv:PropertyManagementExpenseMemberhgv:ResortOperationsAndClubManagementSegmentMemberus-gaap:OperatingSegmentsMember2026-04-012026-06-300001674168hgv:PropertyManagementExpenseMemberus-gaap:OperatingSegmentsMember2026-04-012026-06-300001674168hgv:RentalExpenseMemberhgv:RealEstateSalesAndFinancingSegmentMemberus-gaap:OperatingSegmentsMember2026-04-012026-06-300001674168hgv:RentalExpenseMemberhgv:ResortOperationsAndClubManagementSegmentMemberus-gaap:OperatingSegmentsMember2026-04-012026-06-300001674168hgv:RentalExpenseMemberus-gaap:OperatingSegmentsMember2026-04-012026-06-300001674168hgv:OtherExpensesMemberhgv:RealEstateSalesAndFinancingSegmentMemberus-gaap:OperatingSegmentsMember2026-04-012026-06-300001674168hgv:OtherExpensesMemberhgv:ResortOperationsAndClubManagementSegmentMemberus-gaap:OperatingSegmentsMember2026-04-012026-06-300001674168hgv:OtherExpensesMemberus-gaap:OperatingSegmentsMember2026-04-012026-06-300001674168us-gaap:IntersegmentEliminationMemberhgv:RealEstateSalesAndFinancingSegmentMember2026-04-012026-06-300001674168us-gaap:IntersegmentEliminationMemberhgv:ResortOperationsAndClubManagementSegmentMember2026-01-012026-06-300001674168hgv:CostOfVacationOwnershipIntervalsSalesMemberhgv:RealEstateSalesAndFinancingSegmentMemberus-gaap:OperatingSegmentsMember2026-01-012026-06-300001674168hgv:CostOfVacationOwnershipIntervalsSalesMemberhgv:ResortOperationsAndClubManagementSegmentMemberus-gaap:OperatingSegmentsMember2026-01-012026-06-300001674168hgv:CostOfVacationOwnershipIntervalsSalesMemberus-gaap:OperatingSegmentsMember2026-01-012026-06-300001674168hgv:SellingExpenseMemberhgv:RealEstateSalesAndFinancingSegmentMemberus-gaap:OperatingSegmentsMember2026-01-012026-06-300001674168hgv:SellingExpenseMemberhgv:ResortOperationsAndClubManagementSegmentMemberus-gaap:OperatingSegmentsMember2026-01-012026-06-300001674168hgv:SellingExpenseMemberus-gaap:OperatingSegmentsMember2026-01-012026-06-300001674168hgv:MarketingExpenseMemberhgv:RealEstateSalesAndFinancingSegmentMemberus-gaap:OperatingSegmentsMember2026-01-012026-06-300001674168hgv:MarketingExpenseMemberhgv:ResortOperationsAndClubManagementSegmentMemberus-gaap:OperatingSegmentsMember2026-01-012026-06-300001674168hgv:MarketingExpenseMemberus-gaap:OperatingSegmentsMember2026-01-012026-06-300001674168hgv:FinancingMemberhgv:RealEstateSalesAndFinancingSegmentMemberus-gaap:OperatingSegmentsMember2026-01-012026-06-300001674168hgv:FinancingMemberhgv:ResortOperationsAndClubManagementSegmentMemberus-gaap:OperatingSegmentsMember2026-01-012026-06-300001674168hgv:FinancingMemberus-gaap:OperatingSegmentsMember2026-01-012026-06-300001674168hgv:ClubExpenseMemberhgv:RealEstateSalesAndFinancingSegmentMemberus-gaap:OperatingSegmentsMember2026-01-012026-06-300001674168hgv:ClubExpenseMemberhgv:ResortOperationsAndClubManagementSegmentMemberus-gaap:OperatingSegmentsMember2026-01-012026-06-300001674168hgv:ClubExpenseMemberus-gaap:OperatingSegmentsMember2026-01-012026-06-300001674168hgv:PropertyManagementExpenseMemberhgv:RealEstateSalesAndFinancingSegmentMemberus-gaap:OperatingSegmentsMember2026-01-012026-06-300001674168hgv:PropertyManagementExpenseMemberhgv:ResortOperationsAndClubManagementSegmentMemberus-gaap:OperatingSegmentsMember2026-01-012026-06-300001674168hgv:PropertyManagementExpenseMemberus-gaap:OperatingSegmentsMember2026-01-012026-06-300001674168hgv:RentalExpenseMemberhgv:RealEstateSalesAndFinancingSegmentMemberus-gaap:OperatingSegmentsMember2026-01-012026-06-300001674168hgv:RentalExpenseMemberhgv:ResortOperationsAndClubManagementSegmentMemberus-gaap:OperatingSegmentsMember2026-01-012026-06-300001674168hgv:RentalExpenseMemberus-gaap:OperatingSegmentsMember2026-01-012026-06-300001674168hgv:OtherExpensesMemberhgv:RealEstateSalesAndFinancingSegmentMemberus-gaap:OperatingSegmentsMember2026-01-012026-06-300001674168hgv:OtherExpensesMemberhgv:ResortOperationsAndClubManagementSegmentMemberus-gaap:OperatingSegmentsMember2026-01-012026-06-300001674168hgv:OtherExpensesMemberus-gaap:OperatingSegmentsMember2026-01-012026-06-300001674168us-gaap:IntersegmentEliminationMemberhgv:RealEstateSalesAndFinancingSegmentMember2026-01-012026-06-300001674168us-gaap:IntersegmentEliminationMemberhgv:ResortOperationsAndClubManagementSegmentMember2025-04-012025-06-300001674168hgv:CostOfVacationOwnershipIntervalsSalesMemberhgv:RealEstateSalesAndFinancingSegmentMemberus-gaap:OperatingSegmentsMember2025-04-012025-06-300001674168hgv:CostOfVacationOwnershipIntervalsSalesMemberhgv:ResortOperationsAndClubManagementSegmentMemberus-gaap:OperatingSegmentsMember2025-04-012025-06-300001674168hgv:CostOfVacationOwnershipIntervalsSalesMemberus-gaap:OperatingSegmentsMember2025-04-012025-06-300001674168hgv:SellingExpenseMemberhgv:RealEstateSalesAndFinancingSegmentMemberus-gaap:OperatingSegmentsMember2025-04-012025-06-300001674168hgv:SellingExpenseMemberhgv:ResortOperationsAndClubManagementSegmentMemberus-gaap:OperatingSegmentsMember2025-04-012025-06-300001674168hgv:SellingExpenseMemberus-gaap:OperatingSegmentsMember2025-04-012025-06-300001674168hgv:MarketingExpenseMemberhgv:RealEstateSalesAndFinancingSegmentMemberus-gaap:OperatingSegmentsMember2025-04-012025-06-300001674168hgv:MarketingExpenseMemberhgv:ResortOperationsAndClubManagementSegmentMemberus-gaap:OperatingSegmentsMember2025-04-012025-06-300001674168hgv:MarketingExpenseMemberus-gaap:OperatingSegmentsMember2025-04-012025-06-300001674168hgv:FinancingMemberhgv:RealEstateSalesAndFinancingSegmentMemberus-gaap:OperatingSegmentsMember2025-04-012025-06-300001674168hgv:FinancingMemberhgv:ResortOperationsAndClubManagementSegmentMemberus-gaap:OperatingSegmentsMember2025-04-012025-06-300001674168hgv:FinancingMemberus-gaap:OperatingSegmentsMember2025-04-012025-06-300001674168hgv:ClubExpenseMemberhgv:RealEstateSalesAndFinancingSegmentMemberus-gaap:OperatingSegmentsMember2025-04-012025-06-300001674168hgv:ClubExpenseMemberhgv:ResortOperationsAndClubManagementSegmentMemberus-gaap:OperatingSegmentsMember2025-04-012025-06-300001674168hgv:ClubExpenseMemberus-gaap:OperatingSegmentsMember2025-04-012025-06-300001674168hgv:PropertyManagementExpenseMemberhgv:RealEstateSalesAndFinancingSegmentMemberus-gaap:OperatingSegmentsMember2025-04-012025-06-300001674168hgv:PropertyManagementExpenseMemberhgv:ResortOperationsAndClubManagementSegmentMemberus-gaap:OperatingSegmentsMember2025-04-012025-06-300001674168hgv:PropertyManagementExpenseMemberus-gaap:OperatingSegmentsMember2025-04-012025-06-300001674168hgv:RentalExpenseMemberhgv:RealEstateSalesAndFinancingSegmentMemberus-gaap:OperatingSegmentsMember2025-04-012025-06-300001674168hgv:RentalExpenseMemberhgv:ResortOperationsAndClubManagementSegmentMemberus-gaap:OperatingSegmentsMember2025-04-012025-06-300001674168hgv:RentalExpenseMemberus-gaap:OperatingSegmentsMember2025-04-012025-06-300001674168hgv:OtherExpensesMemberhgv:RealEstateSalesAndFinancingSegmentMemberus-gaap:OperatingSegmentsMember2025-04-012025-06-300001674168hgv:OtherExpensesMemberhgv:ResortOperationsAndClubManagementSegmentMemberus-gaap:OperatingSegmentsMember2025-04-012025-06-300001674168hgv:OtherExpensesMemberus-gaap:OperatingSegmentsMember2025-04-012025-06-300001674168us-gaap:IntersegmentEliminationMemberhgv:RealEstateSalesAndFinancingSegmentMember2025-04-012025-06-300001674168us-gaap:IntersegmentEliminationMemberhgv:ResortOperationsAndClubManagementSegmentMember2025-01-012025-06-300001674168hgv:CostOfVacationOwnershipIntervalsSalesMemberhgv:RealEstateSalesAndFinancingSegmentMemberus-gaap:OperatingSegmentsMember2025-01-012025-06-300001674168hgv:CostOfVacationOwnershipIntervalsSalesMemberhgv:ResortOperationsAndClubManagementSegmentMemberus-gaap:OperatingSegmentsMember2025-01-012025-06-300001674168hgv:CostOfVacationOwnershipIntervalsSalesMemberus-gaap:OperatingSegmentsMember2025-01-012025-06-300001674168hgv:SellingExpenseMemberhgv:RealEstateSalesAndFinancingSegmentMemberus-gaap:OperatingSegmentsMember2025-01-012025-06-300001674168hgv:SellingExpenseMemberhgv:ResortOperationsAndClubManagementSegmentMemberus-gaap:OperatingSegmentsMember2025-01-012025-06-300001674168hgv:SellingExpenseMemberus-gaap:OperatingSegmentsMember2025-01-012025-06-300001674168hgv:MarketingExpenseMemberhgv:RealEstateSalesAndFinancingSegmentMemberus-gaap:OperatingSegmentsMember2025-01-012025-06-300001674168hgv:MarketingExpenseMemberhgv:ResortOperationsAndClubManagementSegmentMemberus-gaap:OperatingSegmentsMember2025-01-012025-06-300001674168hgv:MarketingExpenseMemberus-gaap:OperatingSegmentsMember2025-01-012025-06-300001674168hgv:FinancingMemberhgv:RealEstateSalesAndFinancingSegmentMemberus-gaap:OperatingSegmentsMember2025-01-012025-06-300001674168hgv:FinancingMemberhgv:ResortOperationsAndClubManagementSegmentMemberus-gaap:OperatingSegmentsMember2025-01-012025-06-300001674168hgv:FinancingMemberus-gaap:OperatingSegmentsMember2025-01-012025-06-300001674168hgv:ClubExpenseMemberhgv:RealEstateSalesAndFinancingSegmentMemberus-gaap:OperatingSegmentsMember2025-01-012025-06-300001674168hgv:ClubExpenseMemberhgv:ResortOperationsAndClubManagementSegmentMemberus-gaap:OperatingSegmentsMember2025-01-012025-06-300001674168hgv:ClubExpenseMemberus-gaap:OperatingSegmentsMember2025-01-012025-06-300001674168hgv:PropertyManagementExpenseMemberhgv:RealEstateSalesAndFinancingSegmentMemberus-gaap:OperatingSegmentsMember2025-01-012025-06-300001674168hgv:PropertyManagementExpenseMemberhgv:ResortOperationsAndClubManagementSegmentMemberus-gaap:OperatingSegmentsMember2025-01-012025-06-300001674168hgv:PropertyManagementExpenseMemberus-gaap:OperatingSegmentsMember2025-01-012025-06-300001674168hgv:RentalExpenseMemberhgv:RealEstateSalesAndFinancingSegmentMemberus-gaap:OperatingSegmentsMember2025-01-012025-06-300001674168hgv:RentalExpenseMemberhgv:ResortOperationsAndClubManagementSegmentMemberus-gaap:OperatingSegmentsMember2025-01-012025-06-300001674168hgv:RentalExpenseMemberus-gaap:OperatingSegmentsMember2025-01-012025-06-300001674168hgv:OtherExpensesMemberhgv:RealEstateSalesAndFinancingSegmentMemberus-gaap:OperatingSegmentsMember2025-01-012025-06-300001674168hgv:OtherExpensesMemberhgv:ResortOperationsAndClubManagementSegmentMemberus-gaap:OperatingSegmentsMember2025-01-012025-06-300001674168hgv:OtherExpensesMemberus-gaap:OperatingSegmentsMember2025-01-012025-06-300001674168us-gaap:IntersegmentEliminationMemberhgv:RealEstateSalesAndFinancingSegmentMember2025-01-012025-06-300001674168us-gaap:OperatingSegmentsMemberhgv:RealEstateSalesAndFinancingSegmentMember2026-06-300001674168us-gaap:OperatingSegmentsMemberhgv:RealEstateSalesAndFinancingSegmentMember2025-12-310001674168us-gaap:OperatingSegmentsMemberhgv:ResortOperationsAndClubManagementSegmentMember2026-06-300001674168us-gaap:OperatingSegmentsMemberhgv:ResortOperationsAndClubManagementSegmentMember2025-12-310001674168us-gaap:OperatingSegmentsMember2026-06-300001674168us-gaap:OperatingSegmentsMember2025-12-310001674168us-gaap:CorporateNonSegmentMember2026-06-300001674168us-gaap:CorporateNonSegmentMember2025-12-310001674168us-gaap:OperatingSegmentsMemberhgv:RealEstateSalesAndFinancingSegmentMember2025-06-300001674168us-gaap:OperatingSegmentsMemberhgv:ResortOperationsAndClubManagementSegmentMember2025-06-300001674168us-gaap:OperatingSegmentsMember2025-06-300001674168us-gaap:CorporateNonSegmentMember2025-06-300001674168hgv:BassProShopsMarketingAgreementMember2023-11-012023-11-300001674168hgv:BassProShopsMarketingAgreementMember2026-06-300001674168us-gaap:InventoriesMember2026-01-012026-06-300001674168hgv:OtherCommitmentsMember2026-01-012026-06-300001674168hgv:MarketingAndLicenceFeeAgreementsMember2026-06-300001674168hgv:InventoryPurchaseObligationsMember2026-06-300001674168hgv:OtherCommitmentsMember2026-06-300001674168us-gaap:SuretyBondMember2026-06-300001674168hgv:CharlesR.CorbinMember2026-04-012026-06-300001674168hgv:CharlesR.CorbinMember2026-06-30
Table of Contents
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 June 30, 2026
or
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)
____________________________________________
Delaware81-2545345
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareHGVNew 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 FilerxAccelerated Filero
Non-Accelerated FileroSmaller Reporting Companyo
Emerging Growth Companyo
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 July 23, 2026 was 77,724,145.

Table of Contents
HILTON GRAND VACATIONS INC.
FORM 10-Q TABLE OF CONTENTS

Table of Contents
PART I FINANCIAL INFORMATION
Item 1.    Financial Statements
HILTON GRAND VACATIONS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share data)
June 30, 2026December 31, 2025
(unaudited)
ASSETS
Cash and cash equivalents$272 $239 
Restricted cash296 332 
Accounts receivable, net
312 270 
Timeshare financing receivables, net3,591 3,115 
Inventory2,546 2,522 
Property and equipment, net899 859 
Operating lease right-of-use assets, net63 72 
Investments in unconsolidated affiliates20 63 
Goodwill1,986 1,985 
Intangible assets, net1,592 1,670 
Other assets657 410 
TOTAL ASSETS (variable interest entities - $2,642 and $2,601)
$12,234 $11,537 
LIABILITIES AND EQUITY
Accounts payable, accrued expenses and other$1,169 $1,018 
Advanced deposits228 228 
Debt, net4,876 4,545 
Non-recourse debt, net2,896 2,716 
Operating lease liabilities79 89 
Deferred revenue
864 637 
Deferred income tax liabilities
864 864 
Total liabilities (variable interest entities - $2,884 and $2,824)
10,976 10,097 
Commitments and contingencies - see Note 18
Preferred stock, $0.01 par value; 300,000,000 authorized shares, none
 issued or outstanding as of June 30, 2026 and December 31, 2025
— — 
Common stock, $0.01 par value; 3,000,000,000 authorized shares,
78,017,947 shares issued and outstanding as of June 30, 2026, and
 83,133,678 shares issued and outstanding as of December 31, 2025
1 1 
Additional paid-in capital1,230 1,276 
Accumulated (deficit) retained earnings
(101)34 
Accumulated other comprehensive loss
(28)(22)
Total stockholders' equity
1,102 1,289 
Noncontrolling interest
156 151 
Total equity
1,258 1,440 
TOTAL LIABILITIES AND EQUITY
$12,234 $11,537 
See notes to unaudited condensed consolidated financial statements.
1
Table of Contents
HILTON GRAND VACATIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(in millions, except per share data)
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Revenues
Sales of VOIs, net$507 $469 $962 $847 
Fee-for-service commissions, package sales and other fees
158 165 319 307 
Financing144 126 282 251 
Resort and club management189 183 374 366 
Rental and ancillary services210 195 407 382 
Cost reimbursements150 128 299 261 
Total revenues1,358 1,266 2,643 2,414 
Expenses
Cost of VOI sales38 38 83 63 
Sales and marketing482 479 919 904 
Financing58 54 109 109 
Resort and club management61 56 120 110 
Rental and ancillary services220 203 436 409 
General and administrative67 58 116 104 
Acquisition and integration-related14 26 26 54 
Depreciation and amortization71 59 142 126 
License fees58 52 111 101 
Loss on sale and impairment48 1 48 1 
Cost reimbursements150 128 299 261 
Total operating expenses1,267 1,154 2,409 2,242 
Interest expense(70)(79)(143)(156)
Equity in earnings from unconsolidated affiliates2 6 7 11 
Other gain (loss), net— 4 (1)10 
Income before income taxes23 43 97 37 
Income tax expense(8)(15)(14)(21)
Net income15 28 83 16 
Net income attributable to noncontrolling interest
3 3 5 8 
Net income attributable to stockholders$12 $25 $78 $8 
Earnings per share attributable to stockholders:
Basic$0.15 $0.26 $0.97 $0.09 
Diluted$0.15 $0.25 $0.95 $0.08 
See notes to unaudited condensed consolidated financial statements.
2
Table of Contents
HILTON GRAND VACATIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(in millions)
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Net income$15 $28 $83 $16 
Derivative instrument adjustments, net of tax— (4)— (10)
Foreign currency translation adjustments, net of tax(3)6 (6)5 
Other comprehensive (loss) income, net of tax(3)2 (6)(5)
Comprehensive income12 30 77 11 
Comprehensive income attributable to noncontrolling interest3 3 5 8 
Comprehensive income attributable to stockholders$9 $27 $72 $3 
See notes to unaudited condensed consolidated financial statements.
3
Table of Contents
HILTON GRAND VACATIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in millions)
Six Months Ended June 30,
20262025
Operating Activities
Net income$83 $16 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization142 126 
Amortization of deferred financing costs, acquisition premiums and other31 37 
Provision for loan losses211 180 
Loss on sale and impairment48 1 
Other loss (gain), net1 (10)
Share-based compensation36 35 
Deferred income tax expense— 6 
Equity in earnings from unconsolidated affiliates(7)(11)
Return on investment in unconsolidated affiliates7 5 
Net changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable, net(28)(123)
Timeshare financing receivables, net(302)(224)
Inventory(17)(63)
Purchases and development of real estate for future conversion to inventory(29)(61)
Other assets(249)(222)
Accounts payable, accrued expenses and other109 99 
Advanced deposits(1)9 
Deferred revenue227 299 
Net cash provided by operating activities262 99 
Investing Activities
Acquisitions, net of cash, cash equivalents and restricted cash acquired(100)— 
Capital expenditures for property and equipment (excluding inventory)(9)(29)
Software capitalization costs(32)(37)
Net cash used in investing activities(141)(66)
Financing Activities
Proceeds from debt1,285 1,427 
Proceeds from non-recourse debt1,469 1,690 
Repayment of debt(968)(1,507)
Repayment of non-recourse debt(1,594)(1,511)
Payment of debt issuance costs(13)(13)
Repurchase and retirement of common stock(300)(300)
Payment of withholding taxes on vesting of restricted stock units(18)(8)
Proceeds from employee stock plan purchases8 8 
Proceeds from stock option exercises19 2 
Other(3)(1)
Net cash used in financing activities(115)(213)
Effect of changes in exchange rates on cash, cash equivalents and restricted cash(9)6 
Net decrease in cash, cash equivalents and restricted cash(3)(174)
Cash, cash equivalents and restricted cash, beginning of period571 766 
Cash, cash equivalents and restricted cash, end of period568 592 
Less: Restricted cash296 323 
Cash and cash equivalents$272 $269 
See notes to unaudited condensed consolidated financial statements.
4
Table of Contents
HILTON GRAND VACATIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)
(in millions)
Common StockAdditional
Paid-in
Capital
Accumulated
Retained
Earnings (Deficit)
Accumulated
Other
Comprehensive
Loss
Noncontrolling Interest
Total Equity
Shares Amount
Balance as of December 31, 2025
83 $1 $1,276 $34 $(22)$151 $1,440 
Net income
— — — 66 — 2 68 
Activity related to share-based compensation
1 — (3)— — — (3)
Foreign currency translation adjustments, net of tax
— — — — (3)— (3)
Repurchase and retirement of common stock(3)— (47)(105)— — (152)
Balance as of March 31, 2026
81 $1 $1,226 $(5)$(25)$153 $1,350 
Net income
— — — 12 — 3 15 
Activity related to share-based compensation
— — 39 — — — 39 
Employee stock plan issuance— — 8 — — — 8 
Foreign currency translation adjustments, net of tax
— — — — (3)— (3)
Repurchase and retirement of common stock(3)— (43)(108)— — (151)
Balance as of June 30, 2026
78 $1 $1,230 $(101)$(28)$156 $1,258 
Common StockAdditional
Paid-in
Capital		Accumulated
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Noncontrolling Interest
Total Equity
SharesAmount
Balance as of December 31, 2024
97 $1 $1,399 $352 $— $143 $1,895 
Net (loss) income— — — (17)— 5 (12)
Activity related to share-based compensation
— — 5 — — — 5 
Foreign currency translation adjustments, net of tax— — — — (1)— (1)
Derivative instrument adjustments, net of tax— — — — (6)— (6)
Repurchase and retirement of common stock(4)— (53)(97)— — (150)
Balance as of March 31, 2025
93 $1 $1,351 $238 $(7)$148 $1,731 
Net income
— — — 25 — 3 28 
Activity related to share-based compensation
— — 24 — — — 24 
Employee stock plan issuance
— — 8 — — — 8 
Foreign currency translation adjustments, net of tax— — — — 6 — 6 
Derivative instrument adjustments, net of tax— — — — (4)— (4)
Repurchase and retirement of common stock(4)— (57)(96)— — (153)
Balance as of June 30, 2025
89 $1 $1,326 $167 $(5)$151 $1,640 
See notes to unaudited condensed consolidated financial statements.
5
Table of Contents
HILTON GRAND VACATIONS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION
Our Business
Hilton Grand Vacations Inc. (“Hilton Grand Vacations,” “we,” “us,” “our,” “HGV” or the “Company”) is a global timeshare company engaged in developing, marketing, selling, managing and operating timeshare resorts, timeshare plans and ancillary reservation services, primarily under the Hilton Grand Vacations brand.
Our operations primarily consist of selling vacation ownership intervals and vacation ownership interests (collectively, “VOIs” or “VOI”) for us and third parties; financing and servicing loans provided to consumers for their VOI purchases; operating resorts and timeshare plans; and managing our exchange programs. As of June 30, 2026, we had approximately 200 properties located in the United States (“U.S.”), Europe, Canada, the Caribbean, Mexico, and Japan.
Basis of Presentation
The unaudited condensed consolidated financial statements presented herein include all of our assets, liabilities, revenues, expenses and cash flows as well as all entities in which we have a controlling financial interest. The determination of a controlling financial interest is based upon the terms of the governing agreements of the respective entities, including the evaluation of rights held by other interests. If the entity is considered to be a variable interest entity (“VIE”), we determine whether we are the primary beneficiary and then consolidate those VIEs for which we are the primary beneficiary. If the entity in which we hold an interest does not meet the definition of a VIE, we evaluate whether we have a controlling financial interest through our voting interests in the entity. We consolidate entities when we own more than 50% of the voting shares of a company or otherwise have a controlling financial interest, including Bluegreen/Big Cedar Vacations LLC (“Big Cedar”), a joint venture in which we are deemed to hold a controlling financial interest based on our 51% equity interest, our active role as the day-to-day manager of its activities, and majority voting control of its management committee. All material intercompany transactions and balances have been eliminated in consolidation. Our accompanying unaudited condensed consolidated financial statements reflect all adjustments, including normal recurring items, considered necessary for a fair presentation.
The unaudited condensed consolidated financial statements reflect our financial position, results of operations and cash flows as prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). Certain information and disclosures normally included in financial statements presented in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Although we believe the disclosures made are adequate to prevent information presented from being misleading, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of and for the year ended December 31, 2025, included in our Annual Report on Form 10-K filed with the SEC on February 26, 2026.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and, accordingly, ultimate results could differ from those estimates. Interim results are not necessarily indicative of full year performance.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Recently Issued Accounting Pronouncements
Accounting Standards Not Yet Adopted
In November 2024, the FASB issued Accounting Standards Update 2024-03 (“ASU 2024-03”), Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 provides amendments to improve disclosure requirements of specified information about certain costs and expenses, both on an interim and annual basis. The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The guidance should be applied either (1) prospectively or (2) retrospectively to any or all prior periods presented. The adoption of ASU 2024-03 is expected to impact disclosures only and not have an impact on our consolidated balance sheet and consolidated statement of income.
In September 2025, the FASB issued Accounting Standards Update 2025-06 (“ASU 2025-06”), Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 provides amendments to modernize the accounting for software costs. The guidance may be applied either (1) prospectively, (2) retrospectively, or (3) using a modified transition approach with early adoption
6
Table of Contents
permitted. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. We are currently evaluating the effects of this ASU, but do not expect a material impact on our financial statements or disclosures.
In December 2025, the FASB issued Accounting Standards Update 2025-11 (“ASU 2025-11”) Interim Reporting (Topic 270): Narrow-Scope Improvements. ASU 2025-11 provides amendments to improve the navigability of the required interim disclosures and clarify when that guidance is applicable. ASU 2025-11 is effective for interim periods within annual reporting periods beginning after December 15, 2027. The guidance may be applied either (1) prospectively or (2) retrospectively to any or all prior periods presented. We are currently evaluating the effects of this ASU but do not expect a material impact on our financial statements or disclosures.
NOTE 3: ACQUISITION
On April 29, 2026 (“Elara Acquisition Date”), we completed the acquisition of the remaining 75% ownership interest in BRE Ace LLC (“Elara”), which owns the Elara timeshare resort, from BRE Ace Holdings LLC (the “Elara Acquisition”) for a total cash consideration of $131 million of which $3 million was accrued for within Accounts payable, accrued expenses and other as of June 30, 2026. The transaction resulted in a controlling 100% ownership interest in Elara. Costs related to the Elara Acquisition for the three and six months ended June 30, 2026 were $2 million, which were expensed as incurred, and reflected as Acquisition and integration-related expense in our unaudited condensed consolidated statements of income.
The Elara Acquisition expands our resort portfolio and increases our timeshare financing receivable base.
Prior to obtaining a controlling financial interest, we accounted for our 25% investment in Elara as an equity method investment. In accordance with the accounting for step-acquisitions, we recognized a loss of $1 million which was included in Other gain (loss), net in our unaudited condensed consolidated statements of income for the three and six months ended June 30, 2026. The acquisition-date fair value of the previously held interest was based upon the grossed-up value of the cash consideration for the incremental 75% interest.
The following table presents the preliminary fair value of each class of consideration transferred in relation to the Elara Acquisition as of the Elara Acquisition Date:
($ in millions)
Cash consideration for incremental 75% interest
$131 
Effective settlement of preexisting relationships(2)
$(7)
Total purchase consideration$124 
Fair value of previously held 25% ownership interest(3)
$44 
Total allocatable value$168 
(1) The $131 million of cash consideration for the incremental 75% interest consists of $128 million paid on April 29, 2026 upon completion of the Elara Acquisition and $3 million accrued for within Accounts payable, accrued expenses and other as of June 30, 2026 for certain post-closing adjustments based on the terms and conditions of the purchase agreement.
(2) The amount primarily represents our effective settlement of outstanding payables to Elara. No gain or loss was recognized upon settlement as amounts were determined to be reflective of fair market value.
(3) The amount was determined based upon the grossed up value of the cash consideration for the incremental 75% interest.
Preliminary Fair Values of Assets Acquired and Liabilities Assumed
We accounted for the Elara Acquisition as a business combination, which requires us to record the assets acquired and liabilities assumed at fair value as of the Elara Acquisition Date. The preliminary fair values of the assets acquired and liabilities assumed, which are presented in the table below, and the related preliminary acquisition accounting are based on management’s estimates and assumptions, as well as information compiled by management, including the books and records of Elara. Our estimates and assumptions are subject to change during the measurement period, not to exceed one-year from the Elara Acquisition Date. The Elara Acquisition could necessitate the need to use the full one-year measurement period to adequately analyze and assess a number of the factors used in establishing the asset and liability fair values as of the Elara Acquisition Date. Any potential adjustments made could be material in relation to the values presented in the table below.
As discussed more fully below, the primary areas of the purchase price allocation that are not yet finalized include the following: (1) finalizing the review and valuation of acquired inventory (including key assumptions, inputs and estimates), (2) finalizing the review and valuation of acquired property and equipment (including key assumptions, inputs and estimates) and assigning the remaining useful lives to the depreciable assets; (3) finalizing the review and valuation of
7
Table of Contents
acquired timeshare financing receivables (including key assumptions, inputs and estimates); and (4) finalizing the review and valuation of other acquired assets and assumed liabilities, including debt assumed.
($ in millions)Preliminary Amounts Recognized as of the Elara Acquisition Date
Assets acquired
Cash and cash equivalents$9 
Restricted cash20 
Accounts receivable
4 
Timeshare financing receivables, net(1)
411 
Inventory37 
Property and equipment11 
Other assets4 
Total assets acquired$496 
Liabilities assumed
Accounts payable, accrued expenses and other11 
Advanced deposits
1 
Debt
7 
Non-recourse debt
310 
Total liabilities assumed329 
Net assets acquired$167 
Total purchase consideration$124 
Plus: Fair value of previously held 25% ownership interest
$44 
Less: Net assets acquired
$167 
Goodwill(2)
$1 
(1)The $411 million of Timeshare financing receivables, net includes $293 million of securitized timeshare financing receivables,net and $118 million unsecuritized timeshare financing receivables, net.
(2)Goodwill is calculated as total purchase consideration transferred plus the fair value of previously held 25% ownership interest less net assets acquired. It represents the benefit we expect to achieve from the expanded resort portfolio.
Timeshare Financing Receivables
We acquired timeshare financing receivables, net which consist of loans to customers who purchased vacation ownership products and chose to finance their purchases. These timeshare financing receivables, net are collateralized by the underlying VOIs and generally have 10-year amortizing repayment terms. We preliminarily estimated the fair value of the timeshare financing receivables using a discounted cash flow model, which calculated a present value of expected future risk-adjusted cash flows over the remaining term of the respective timeshare financing receivables. Our preliminarily estimated fair value of securitized timeshare financing receivables, net, is $293 million and unsecuritized timeshare financing receivables, net is $118 million. We are continuing to evaluate the significant assumptions underlying the discounted cash flow model including default, severity and prepayment assumptions, which could result in changes to our preliminary estimate. See Note 6: Timeshare Financing Receivables, net for additional information.
Inventory
We acquired inventory which primarily consists of completed unsold VOIs. We preliminarily estimated the fair value of acquired inventory using a discounted cash flows method, which included an estimate of cash flows expected to be generated from the sale of VOIs. Significant estimates and assumptions impacting the fair value of the acquired inventory that are subjective and/or require complex judgments include our estimates of operating costs and margins, and the discount rate. Certain other estimates and assumptions impacting the fair value of the acquired inventory involving less subjective and/or less complex judgments include: short-term and long-term revenue growth rates, capital expenditures, tax rates and other factors impacting the discounted cash flows. We are continuing to assess the market assumptions and property conditions, which could result in changes to these preliminary values.
8
Table of Contents
Property and Equipment
We acquired property and equipment, which includes buildings and improvements, furniture, fixtures and equipment. For our preliminary analysis, we estimated the fair value of the property and equipment using the cost approach. In determining the fair value using the cost approach, we estimated the reproduction cost by applying BLS trending indices to the historical capitalized costs within the fixed asset details. In addition, furniture, fixtures, and equipment assets were held at their carrying value, which is our best estimate of fair value at this time given the information available. We are continuing to assess the cost assumptions and property conditions, which could result in changes to these preliminary values.
Debt
As part of the acquisition and consideration transferred, we assumed $7 million of Elara's existing corporate debt and accrued interest. As this debt was settled shortly after the Elara Acquisition Date, fair value was assumed to approximate carrying value.
Non-Recourse Debt
We preliminarily estimated the fair value of the securitized debt using a discounted cash flow model under the income approach. The significant assumptions in our analysis include default rates, prepayment rates, bond interest rates and other structural factors. We are continuing to evaluate the significant assumptions underlying the discounted cash flow model including default and prepayment assumptions, which could result in changes to our preliminary estimate.
Goodwill
We have recorded a preliminary estimate of $1 million of goodwill in connection with the Elara Acquisition. We have allocated the acquired goodwill to our Real Estate Sales and Financing segment. Our allocations may change throughout the measurement period as we continue to finalize the fair value of assets acquired and liabilities assumed in the Elara Acquisition. The majority of goodwill is expected to be deductible for tax purposes.
NOTE 4: REVENUE FROM CONTRACTS WITH CUSTOMERS
Disaggregation of Revenue
The following tables show our disaggregated revenues by product and segment from contracts with customers. We operate our business in the following two reportable segments: (i) Real estate sales and financing and (ii) Resort operations and club management. See Note 17: Business Segments for more information related to our segments.
($ in millions)Three Months Ended June 30,Six Months Ended June 30,
Real Estate Sales and Financing Segment2026202520262025
Sales of VOIs, net$507 $469 $962 $847 
Fee-for-service commissions, package sales and other fees
158 165 319 307 
Interest income133 114 258 229 
Other financing revenue11 12 24 22 
Real estate sales and financing segment revenues$809 $760 $1,563 $1,405 
($ in millions)Three Months Ended June 30,Six Months Ended June 30,
Resort Operations and Club Management Segment2026202520262025
Club management$72 $70 $142 $142 
Resort management117 113 232 224 
Rental(1)
194 180 377 354 
Ancillary services16 15 30 28 
Resort operations and club management segment revenues$399 $378 $781 $748 
(1)Excludes intersegment eliminations. See Note 17: Business Segments for additional information.
Receivables from Contracts with Customers and Contract Liabilities
Our accounts receivable that relate to our contracts with customers include amounts associated with our contractual right to consideration for completed performance obligations and are settled when the related cash is received. Accounts receivable are recorded when the right to consideration becomes unconditional and is only contingent on the
9
Table of Contents
passage of time. Our timeshare financing receivables consist of loans related to our financing of VOI sales that are secured by the underlying timeshare properties. See Note 6: Timeshare financing receivables for additional information.
The following table provides information on our contracts with customers which are included in Accounts receivable, net and Timeshare financing receivables, net on our condensed consolidated balance sheets:
($ in millions)
Receivables from contracts with customers:June 30, 2026December 31, 2025
Accounts receivable, net$224 $200 
Timeshare financing receivables, net(1)
3,591 3,115 
Total$3,815 $3,315 
(1) Includes $816 million and $528 million of acquired timeshare financing receivables, net, as of June 30, 2026 and December 31, 2025.
Contract liabilities include payments received or due in advance of satisfying our performance obligations. Such contract liabilities include advance deposits received on vacation packages for future stays at our resorts, deferred revenues related to sales of VOIs of projects under construction, club activation fees and annual dues, the liability for bonus points awarded to our customers for purchase of VOIs at our properties or properties under our fee-for-service arrangements that may be redeemed in the future and other deferred revenue.
The following table presents the composition of our contract liabilities:
($ in millions)
Contract liabilities:June 30, 2026December 31, 2025
Advanced deposits$228 $228 
Deferred sales of VOIs of projects under construction539 460 
Club activation fees and annual dues
152 74 
Bonus point incentive liability(1)
113 113 
Other111 42 
Total1,143 917 
(1)The balance includes $51 million and $52 million of bonus point incentive liabilities included in Accounts payable, accrued expenses and other on our condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025. This liability is for incentives from VOI sales and sales and marketing expenses in conjunction with our fee-for-service arrangements.
Revenue earned for the three and six months ended June 30, 2026, which was included in the contract liabilities balance at December 31, 2025, was $66 million and $179 million.
Transaction Price Allocated to Remaining Performance Obligations
Transaction price allocated to remaining performance obligations represents contract revenue that has not yet been recognized. Deferred VOI sales primarily include the deferred revenues of sales associated with projects under construction. The following table presents the deferred revenue, deferred cost of VOI sales and deferred direct selling costs from sales of VOIs related to projects under construction:
($ in millions)June 30, 2026December 31, 2025
Sales of VOIs, net$539 $460 
Cost of VOI sales152 133 
Sales and marketing expense88 74 
During the six months ended June 30, 2026, we deferred $116 million of Sales of VOI, net related to projects under construction, which were partially offset by a recognition of $37 million of Sales of VOI, net related to the completion of a project in Japan. We expect to recognize the revenue, costs of VOI sales and direct selling costs related to the project under construction as of June 30, 2026, upon its planned completion by the end of 2026.
10
Table of Contents
The following table includes the remaining transaction price related to our contract liabilities as of June 30, 2026:
($ in millions)Remaining
Transaction Price		Recognition PeriodRecognition Method
Advanced deposits$228 18 monthsUpon customer stays
Club activation fees82 7 yearsStraight-line basis over average inventory holding period
Bonus point incentive liability113 
18 - 30 months
Upon redemption
Annual club dues
70 1 year
Straight-line basis
Other
111 1 year
Straight-line basis
Revenue allocated to remaining performance obligations for management fees, which includes unearned revenue and amounts expected to be invoiced and recognized as revenue for the remainder of 2026, was $153 million as of June 30, 2026.
NOTE 5: ACCOUNTS RECEIVABLE
Accounts receivable are measured at amortized cost. The following table represents our accounts receivable, net of allowance for credit losses:
($ in millions)June 30, 2026December 31, 2025
Fee-for-service commissions$16 $18 
Real estate and financing45 40 
Resort and club operations163 142 
Tax receivables
88 66 
Other receivables— 4 
Total$312 $270 
Our accounts receivable are generally due within one year of origination. We use delinquency status and economic factors such as credit quality indicators to monitor our receivables and use these as a basis for how we develop our expected loss estimates.
The changes in our allowance were as follows during the six months ended June 30, 2026:
($ in millions)
Fee-for-service commissions
Real estate and financing
Resort and club operations
Total
Balance as of December 31, 2025
$30 $62 $1 $93 
Current period provision for expected credit losses4 13 14 31 
Write-offs charged against the allowance(1)
(25)(29)(1)(55)
Balance as of June 30, 2026
$9 $46 $14 $69 
(1)Write-offs in Fee-for-service commissions include settlement of preexisting relationship as part of the Elara Acquisition.
11
Table of Contents
NOTE 6: TIMESHARE FINANCING RECEIVABLES
We define our timeshare financing receivables portfolio as (i) originated and (ii) acquired. Our originated portfolio represents timeshare financing receivables that were originated by the businesses that we acquired subsequent to each respective acquisition date and all HGV timeshare financing receivables. Our acquired portfolio includes all timeshare financing receivables acquired that existed as of the respective acquisition dates.
The following table presents the components of each portfolio by class of timeshare financing receivables:
OriginatedAcquired
($ in millions)June 30,
2026		December 31,
2025		June 30,
2026		December 31,
2025
Securitized$2,116 $1,734 $583 $373 
Unsecuritized(1)
1,854 1,931 425 276 
Timeshare financing receivables, gross3,970 3,665 1,008 649 
Unamortized non-credit acquisition net premium— — 27 34 
Less: allowance for financing receivables losses(1,195)(1,078)(219)(155)
Timeshare financing receivables, net$2,775 $2,587 $816 $528 
(1)Includes amounts used as collateral to secure a non-recourse revolving timeshare receivable credit facility (“Timeshare Facility”) as well as amounts held as future collateral for securitization activities.
As of June 30, 2026 and December 31, 2025, we had timeshare financing receivables of $297 million and $710 million securing the Timeshare Facility.
We recognize interest income on our timeshare financing receivables as earned. As of both June 30, 2026 and December 31, 2025, we had interest receivable outstanding of $26 million on our originated timeshare financing receivables. As of June 30, 2026 and December 31, 2025, we had interest receivable outstanding of $6 million and $4 million on our acquired timeshare financing receivables. Interest receivable is included in Other Assets within our condensed consolidated balance sheets. The interest rate charged on the notes correlates to the risk profile of the customer at the time of purchase and the percentage of the purchase that is financed, among other factors. As of June 30, 2026, our originated timeshare financing receivables had interest rates ranging from 2.0% to 25.8%, a weighted-average interest rate of 14.4%, a weighted-average remaining term of 9.0 years and maturities through 2041. Our acquired timeshare financing receivables had interest rates ranging from 2.0% to 25.0%, a weighted-average interest rate of 14.9%, a weighted-average remaining term of 6.7 years and maturities through 2041.
We apply payments we receive for loans, including those in non-accrual status, to amounts due in the following order: servicing fees; interest; principal; and late charges. Once a loan is 91 days past due, we cease accruing interest and reverse the accrued interest recognized up to that point. We resume interest accrual for loans for which we had previously ceased accruing interest once the loan is less than 91 days past due. We fully reserve for a timeshare financing receivable in the month following the date that the loan is 121 days past due and, subsequently, we write off the uncollectible note against the reserve once the foreclosure process, which is governed by product type and local law, is complete.
Allowance for Financing Receivables Losses
For our originated portfolio, we record an estimate of variable consideration for defaults as a reduction of revenue from financed VOI sales at the time revenue is recognized. We record the difference between the timeshare financing receivable and the variable consideration included in the transaction price for the sale of the related VOI as an allowance for financing receivables and record the receivable net of the allowance. For our acquired portfolio, any changes to the estimates of our allowance are recorded within Financing expense on our unaudited condensed consolidated statements of income in the period in which the change occurs.
12
Table of Contents
The changes in our allowance for financing receivables losses were as follows:
($ in millions)
Originated
Acquired
Balance as of December 31, 2025
$1,078 $155 
Initial allowance for financing receivables acquired during the period— 96 
Provision for financing receivables losses(1)
217 — 
Write-offs(107)(39)
Inventory recoveries— 14 
Upgrades(2)
7 (7)
Balance as of June 30, 2026
$1,195 $219 
($ in millions)
Originated
Acquired
Balance as of December 31, 2024
$804 $268 
Provision for financing receivables losses(1)
167 13 
Write-offs(84)(132)
Inventory recoveries— 57 
Upgrades(2)
17 (17)
Balance as of June 30, 2025
$904 $189 
(1)For the Originated portfolio, this amount includes incremental provision for financing receivables losses, net of activity related to the repurchase of defaulted and upgraded timeshare financing receivables. For the Acquired portfolio, this amount includes incremental provision for credit loss expense from Acquired loans.
(2)Represents the initial change in allowance resulting from upgrades of Acquired receivables. Upgraded Acquired receivables and their related allowance are included in the Originated portfolio.
Originated Timeshare Financing Receivables
Our originated timeshare financing receivables as of June 30, 2026 mature as follows:
($ in millions)Originated Timeshare Financing Receivables
YearSecuritizedUnsecuritizedTotal
2026 (remaining)$85 $61 $146 
2027181 122 303 
2028196 133 329 
2029211 148 359 
2030229 167 396 
Thereafter1,214 1,223 2,437 
Total$2,116 $1,854 $3,970 
Acquired Timeshare Financing Receivables
Our acquired timeshare financing receivables were purchased credit deteriorated (“PCD”) assets and purchased seasoned loans (“PSL”) assets. These notes receivable were initially recognized at their purchase price, represented by the acquisition date fair value, and subsequently “grossed-up” by our acquisition date assessment of the allowance for credit losses. In the first quarter of 2026, we early adopted the amendments to ASC 326, Credit Losses, which expands the use of the gross-up approach at acquisition to all PSL assets consistent with the accounting of PCD assets. Purchased financial assets with credit deterioration had a par value of $94 million at the Elara acquisition date, compared to a purchase price of $46 million, reflecting an allowance for credit losses of $43 million and a $5 million discount to attributable to non-credit factors.
The fair value of our acquired timeshare financing receivables as of each respective acquisition date was determined using a discounted cash flow method, which calculated a present value of expected future risk-adjusted cash flows over the remaining term of the respective timeshare financing receivables. Consequently, the fair value of the acquired timeshare financing receivables recorded on our unaudited condensed consolidated balance sheet as of the respective acquisition date included an estimate of expected financing receivable losses which became the historical cost basis for that portfolio going forward.
13
Table of Contents
The allowance for financing receivable losses for our acquired timeshare financing receivables is remeasured at each period end and takes into consideration an estimated measure of anticipated defaults and early repayments. We consider historical timeshare financing receivables performance and the current economic environment in the re-measurement of the allowance for financing receivable losses for our acquired timeshare financing receivables. Subsequent changes to the allowance for acquired financing receivable losses are recorded within Financing expense on our unaudited condensed consolidated statements of income in the period in which the change occurs.
Our acquired timeshare financing receivables as of June 30, 2026 mature as follows:
($ in millions)Acquired Timeshare Financing Receivables
YearSecuritizedUnsecuritizedTotal
2026 (remaining)$41 $26 $67 
202784 55 139 
202884 55 139 
202984 50 134 
203078 48 126 
Thereafter212 191 403 
Total$583 $425 $1,008 
Credit Quality of Timeshare Financing Receivables
We evaluate each portfolio collectively for purposes of estimating variable consideration, since each holds a large group of homogeneous timeshare financing receivables which are individually immaterial. We monitor the collectability of our receivables on an ongoing basis. There are no significant concentrations of credit risk with any individual counterparty or groups of counterparties. We use a technique referred to as static pool analysis as the basis for estimating expected defaults and determining our allowance for financing receivables losses on our timeshare financing receivables. The static pool analysis includes several years of default data through which we stratify our portfolio using certain key dimensions such as FICO scores and equity percentage at the time of sale. The adequacy of the related allowance is determined by management through analysis of the specific risk characteristics of the portfolio including assumed default rates, aging and historical write-offs of these receivables.
Originated Timeshare Financing Receivables
Our originated gross balances by FICO score of our originated timeshare financing receivables are below:
($ in millions)Originated
FICO score(1)
June 30,
2026		December 31,
2025
700+$2,693 $2,492 
600-699824 756 
<60089 74 
No score(2)
364 343 
Total$3,970 $3,665 
(1)During the first quarter of 2026, we updated our credit quality indicator disclosures to the use of a single FICO score from average FICO score, which is reflected in the table above.
(2)Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.
14
Table of Contents
The following table details our gross originated timeshare financing receivables by the origination year and FICO score as of June 30, 2026:
($ in millions)
Originated Timeshare Financing Receivables
FICO score20262025202420232022PriorTotal
700+$717 $970 $507 $218 $156 $125 $2,693 
600-699188 299 173 75 52 37 824 
<60028 31 14 7 5 4 89 
No score(1)
80 121 86 34 17 26 364 
Total$1,013 $1,421 $780 $334 $230 $192 $3,970 
Current period gross write-offs$— $5 $22 $35 $23 $22 $107 
(1)Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.
As of June 30, 2026 and December 31, 2025, we had ceased accruing interest on originated timeshare financing receivables with an aggregate principal balance of $514 million and $430 million. The following table details an aged analysis of our gross timeshare receivables balance:
Originated - SecuritizedOriginated - Unsecuritized
($ in millions)June 30,
2026		December 31,
2025		June 30,
2026		December 31,
2025
Current$2,030 $1,667 $1,337 $1,482 
31 - 90 days past due51 45 38 41 
91 - 120 days past due20 16 12 16 
121 days and greater past due15 6 467 392 
Total$2,116 $1,734 $1,854 $1,931 
Acquired Timeshare Financing Receivables
Our gross balances by FICO score of our acquired timeshare financing receivables are below:
($ in millions)Acquired
FICO score(1)
June 30,
2026		December 31,
2025
700+$666 $366 
600-699251 187 
<60024 12 
No score(2)
67 84 
Total$1,008 $649 
(1)During the first quarter of 2026, we updated our credit quality indicator disclosures to the use of a single FICO score from average FICO score, which is reflected in the table above.
(2)Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.
15
Table of Contents
The following table details our gross acquired timeshare financing receivables by the origination year and FICO score as of June 30, 2026:
($ in millions)
Acquired Timeshare Financing Receivables
FICO score20262025202420232022PriorTotal
700+$44 $99 $78 $165 $93 $187 $666 
600-6999 21 19 61 42 99 251 
<6002 3 2 3 2 12 24 
No score(1)
— 1 1 17 11 37 67 
Total$55 $124 $100 $246 $148 $335 $1,008 
Current period gross write-offs$— $— $3 $14 $9 $13 $39 
(1)Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.
As of June 30, 2026 and December 31, 2025, we had ceased accruing interest on acquired timeshare financing receivables with an aggregate principal balance of $226 million and $152 million. The following table details an aged analysis of our gross timeshare receivables balance:
Acquired - SecuritizedAcquired - Unsecuritized
($ in millions)June 30,
2026		December 31,
2025		June 30,
2026		December 31,
2025
Current$557 $357 $203 $125 
31 - 90 days past due16 9 6 6 
91 - 120 days past due6 6 4 2 
121 days and greater past due4 1 212 143 
Total$583 $373 $425 $276 
As of June 30, 2026 and December 31, 2025, our consolidated aged gross receivables balances across both our originated and acquired portfolios consisted of the following:
($ in millions)June 30,
2026		December 31,
2025
Current$4,127 $3,631 
31 - 90 days past due111 101 
91 - 120 days past due42 40 
121 days and greater past due698 542 
Total(1)
$4,978 $4,314 
(1) As of June 30, 2026, the consolidated aged gross receivables related to the Elara Acquisition were $414 million current, $10 million 31 - 90 days past due, $4 million 91 - 120 days past due and $66 million 121 days and greater past due.
NOTE 7: INVENTORY
Inventory was comprised of the following:
($ in millions)June 30, 2026December 31, 2025
Completed unsold VOIs$2,046 $2,026 
Construction in process499 495 
Land, infrastructure and other1 1 
Total$2,546 $2,522 
16
Table of Contents
The table below presents cost of sales true-ups relating to VOI products and the related impacts to the carrying value of inventory and cost of VOI sales:
Three Months Ended June 30,Six Months Ended June 30,
($ in millions)2026202520262025
Cost of sales true-up(1)
$14 $9 $25 $26 
(1)For the three and six months ended June 30, 2026 and 2025, the cost of sales true-up decreased cost of VOI sales and increased inventory.
NOTE 8: CONSOLIDATED VARIABLE INTEREST ENTITIES
We consolidate VIEs for which we have determined that we are the primary beneficiary. The activities of these entities are limited primarily to purchasing qualifying non-recourse timeshare financing receivables from us and issuing debt securities and/or borrowing under a debt facility to facilitate such purchases. The timeshare financing receivables held by these entities are not available to our creditors and are not our legal assets, nor is the debt that is securitized through these entities a legal liability to us.
We have determined that we are the primary beneficiaries of these VIEs as we have the power to direct the activities that most significantly affect their economic performance. We are the servicer of these timeshare financing receivables, and we often replace or repurchase timeshare financing receivables that are in default at their outstanding principal amounts. Additionally, we have the right to receive benefits that could be significant to them. Only the assets of our VIEs are available to settle the obligations of the respective entities.
As part of the Elara Acquisition, we acquired the variable interests in the entities associated with Elara's outstanding timeshare financing receivables securitization transactions. They have been aggregated for disclosure purposes as they are similar in nature to our previously established VIEs. See Note 11: Debt and Non-recourse Debt for additional information.
Our condensed consolidated balance sheets included the assets and liabilities of these entities, which primarily consisted of the following:
($ in millions)June 30, 2026December 31, 2025
Restricted cash$120 $142 
Timeshare financing receivables, net2,496 2,435 
Non-recourse debt, net2,879 2,690 
The following table shows the interest income and expense recognized as a result of our involvement with these VIEs during the six months ended June 30, 2026. These amounts are included within Financing revenue and Financing expense in the unaudited condensed consolidated statement of income.
($ in millions)
Interest income$198 
Interest expense61 
Debt issuance cost amortization7 
Administrative expenses5 
Cash paid for interest associated with our non-recourse debt was $61 million and $50 million for the six months ended June 30, 2026 and 2025. See our unaudited condensed consolidated statements of cash flows for additional information related to borrowings and payments on our Non-recourse debt.
NOTE 9: INVESTMENTS IN UNCONSOLIDATED AFFILIATES
As of June 30, 2026, we had an ownership interest in 1776 Holding LLC, which is a VIE. We do not consolidate 1776 Holding LLC because we are not the primary beneficiary. This unconsolidated affiliate had an aggregated debt balance of $37 million as of June 30, 2026.
As of December 31, 2025, we had ownership interests in 1776 Holding LLC and Elara, which were VIEs that we did not consolidate because we were not the primary beneficiary. These unconsolidated affiliates had an aggregated debt balance of $400 million as of December 31, 2025. During the second quarter of 2026, we acquired the ownership interests in Elara not owned by us in the Elara Acquisition. As of the Elara Acquisition Date, it ceased to qualify as a variable interest entity and is now consolidated as a wholly owned subsidiary. See Note 3: Acquisition for additional information.
17
Table of Contents
The debt of the unconsolidated VIEs is secured by their assets and is without recourse to us. Our maximum exposure to loss as a result of our investment interest in the unconsolidated affiliate is primarily limited to (i) the carrying amount of the investments, which totaled $20 million and $63 million as of June 30, 2026 and December 31, 2025, and (ii) receivables for commission and other fees earned under fee-for-service arrangements. See Note 16: Related Party Transactions for additional information.
During the six months ended June 30, 2026, we received a cash distribution of $4 million from our investment in 1776 Holding LLC and a cash distribution of $3 million from our investment in Elara prior to the Elara Acquisition.
For these VIEs, our investment interests are included in the condensed consolidated balance sheets as Investments in unconsolidated affiliates, and equity earned is included in the unaudited condensed consolidated statements of income as Equity in earnings from unconsolidated affiliates.
NOTE 10: INTANGIBLE ASSETS
Intangible assets and related accumulated amortization were as follows:
June 30, 2026
($ in millions)Gross Carrying Amount
Accumulated Amortization
Net Carrying Amount
Trade name$48 $(29)$19 
Management contracts1,869 (664)1,205 
Club member relationships174 (100)74 
Capitalized software381 (251)130 
Marketing agreements
154 (28)126 
Other contract-related intangible assets
50 (12)38 
Total$2,676 $(1,084)$1,592 
December 31, 2025
($ in millions)Gross Carrying Amount
Accumulated Amortization
Net Carrying Amount
Trade name$48 $(27)$21 
Management contracts1,869 (605)1,264 
Club member relationships174 (93)81 
Capitalized software349 (217)132 
Marketing agreements
154 (22)132 
Other contract-related intangible assets
50 (10)40 
Total$2,644 $(974)$1,670 
Amortization expense on intangible assets was $55 million and $52 million for the three months ended June 30, 2026 and 2025, and $110 million and $102 million for the six months ended June 30, 2026 and 2025.
18
Table of Contents
NOTE 11: DEBT AND NON-RECOURSE DEBT
Debt
The following table details our outstanding debt balance and its associated interest rates:
($ in millions)
Interest Rate
June 30, 2026December 31, 2025
Debt(1)
Senior secured credit facility
Term loan A due 2028
5.294 %$400 $400 
Term loan B due 2028
5.644 %847 851 
Term loan B due 2031
5.644 %882 887 
Revolver due 2030(2)
5.275 %465 130 
Senior notes due 2029
5.000 %850 850 
Senior notes due 2031
4.875 %500 500 
Senior notes due 2032
6.625 %900 900 
Other debt
82 85 
Total debt, gross4,926 4,603 
Less: unamortized deferred financing costs and discounts(3)
(50)(58)
Total debt, net$4,876 $4,545 
(1)As of June 30, 2026 and December 31, 2025, weighted-average interest rates were 5.626% and 5.691%.
(2)Unamortized deferred financing costs of $2 million and $3 million as of June 30, 2026 and December 31, 2025 related to our revolving facility are included in Other assets in our condensed consolidated balance sheets.
(3)Amount includes unamortized deferred financing costs of $46 million and $53 million as of June 30, 2026 and December 31, 2025. This amount also includes unamortized original issuance discounts of $4 million and $5 million as of June 30, 2026 and December 31, 2025.
Senior secured credit facility
As of June 30, 2026, we had $72 million of letters of credit outstanding under the revolving credit facility and $1 million outstanding backed by cash collateral. We were in compliance with all applicable maintenance and financial covenants and ratios as of June 30, 2026. As of June 30, 2026, we have $463 million remaining borrowing capacity under the revolver facility.
On July 17, 2026, we refinanced our Term Loan B due 2028 with an amended $850 million Term Loan B due 2033. The Term Loan B pricing remained unchanged at SOFR plus 2.00%.
We primarily use interest rate swaps as part of our interest rate risk management strategy for our variable-rate debt. These interest rate swaps are associated with the SOFR-based senior secured credit facility. As of June 30, 2026, these interest rate swaps convert the SOFR-based variable rate on our Term Loan B due 2028 to average fixed rates of 1.55% per annum with maturities between 2026 and 2028, for the balance on this borrowing up to the notional values of our interest rate swaps. As of June 30, 2026, the aggregate notional values of the interest rate swaps under our Term Loan B due 2028 was $550 million. Our interest rate swaps have been designated and qualify as cash flow hedges of interest rate risk and recorded at their estimated fair value as an asset in Other assets in our condensed consolidated balance sheets. As of each of June 30, 2026 and December 31, 2025, the estimated fair value of our cash flow hedges was $18 million. We characterize payments we make in connection with these derivative instruments as interest expense and a reclassification of accumulated other comprehensive loss for presentation purposes. We classify cash inflows and outflows from derivatives that hedge interest rate risk within operating activities in the unaudited condensed consolidated statements of cash flows.
The following table reflects the activity, net of tax, in Accumulated other comprehensive loss related to our derivative instruments during the six months ended June 30, 2026:
Net unrealized gain on derivative instruments
Balance as of December 31, 2025
$14 
Other comprehensive loss before reclassifications, net
4 
Reclassifications to net income
(4)
Balance as of June 30, 2026
$14 
19
Table of Contents
Senior Notes due 2032
The Senior Notes due 2032 are guaranteed on a senior secured basis by certain of our subsidiaries. We were in compliance with all applicable financial covenants as of June 30, 2026.
Senior Notes due 2029 and 2031
The Senior Unsecured Notes are guaranteed on a senior unsecured basis by certain of our subsidiaries. We are in compliance with all applicable financial covenants as of June 30, 2026.
Cash paid for interest on our corporate debt, net was $137 million and $148 million for the six months ended June 30, 2026 and 2025.
Non-recourse Debt
The following table details our outstanding non-recourse debt balance and associated interest rates:
($ in millions)Weighted Average Interest RateJune 30, 2026December 31, 2025
Non-recourse debt(1)
Timeshare Facility due 2029(2)
4.779 %$245 $615 
Securitized Debt due 2034- 2045(3)
5.056 %2,668 2,106 
Quorum Purchase Facility due 2034
5.023 %3 4 
NBA Receivables Facility due 2031
5.394 %17 26 
Total non-recourse debt, gross2,933 2,751 
Less: unamortized deferred financing costs and discount(4)
(37)(35)
Total non-recourse debt, net$2,896 $2,716 
(1)As of June 30, 2026 and December 31, 2025, weighted-average interest rates were 5.035% and 5.019%.
(2)Unamortized deferred financing costs of $2 million as of June 30, 2026 relating to the Timeshare Facility included in Other Assets in our consolidated balance sheet.
(3)Interest rates as of June 30, 2026 range from 1.410% to 6.614%.
(4)Amount includes unamortized deferred financing costs of $34 million and $30 million as of June 30, 2026 and December 31, 2025, and unamortized discounts of $3 million and $5 million as of June 30, 2026 and December 31, 2025.
Timeshare Facility
The Timeshare Facility is a non-recourse obligation payable solely from the pool of timeshare financing receivables pledged as collateral and related assets. In May 2026, we renewed our Timeshare Facility agreement under new terms, which included increasing the facility size from $850 million to $1.0 billion, extending the commitment and maturity period to May 2028 and May 2029, respectively, and permitting to pledge as collateral certain Elara timeshare loans. Concurrently with the renewal, we terminated the Elara Timeshare Facility agreement assumed as a result of the Elara Acquisition. As of June 30, 2026, our Timeshare Facility has a remaining borrowing capacity of $755 million.
Securitized Debt
In April 2026, we completed a securitization of approximately $500 million of gross timeshare financing receivables and issued approximately $210 million of 4.67% notes, $161 million of 5.01% notes, $83 million of 5.36% notes and $46 million of 7.21% due February 2043. The advance rate for this transaction was 98%. The issued notes are backed by pledged assets, consisting of a pool of HGV, Diamond Resorts, and Bluegreen Vacations collateral combined, secured by first mortgages, first deeds of trust, membership interests or timeshare interests (other than a fee simple interest in real estate) and a letter of credit. The notes are a non-recourse obligation and are payable solely from the timeshare financing receivables pledged as collateral for the notes. The proceeds of the notes were used to pay down debt and for other general corporate purposes. Additionally, in connection with the securitization, we incurred $6 million in debt issuance costs.
In June 2026, we completed a securitization of approximately $300 million of gross timeshare financing receivables and issued approximately $119 million of 4.83% notes, $99 million of 5.10% notes, $51 million of 5.54% notes and $31 million of 6.00% due March 2045. The advance rate for this transaction was 98%. The issued notes are backed by pledged assets, consisting of a pool of HGV, Diamond Resorts, and Bluegreen Vacations collateral combined, secured by first mortgages, first deeds of trust, membership interests or timeshare interests (other than a fee simple interest in real estate) and a letter of credit. The notes are a non-recourse obligation and are payable solely from the timeshare financing receivables pledged as collateral for the notes. The proceeds of the notes were used to pay down in part some of our
20
Table of Contents
existing debt and for other general corporate purposes. Additionally, in connection with the securitization, we incurred $5 million in debt issuance costs.
As part of the Elara Acquisition, we assumed securitized debt which was collateralized by the acquired timeshare financing receivables. They have been aggregated for disclosure purposes as they are similar in nature to our historical securitized transactions.
We are required to deposit payments received from customers on the timeshare financing receivables securing the Timeshare Facility and Securitized Debt into depository accounts maintained by third parties. On a monthly basis, the depository accounts are utilized to make required principal, interest and other payments due under the respective loan agreements. The balances in the depository accounts were $120 million and $142 million as of June 30, 2026 and December 31, 2025, and were included in Restricted cash in our condensed consolidated balance sheets.
NBA Receivables Facility
Recourse on the NBA Receivables Facility is generally limited to the greater of 15% of the outstanding borrowings and $5 million, subject to certain exceptions.
Debt Maturities
The contractual maturities of our debt and non-recourse debt as of June 30, 2026 were as follows:
($ in millions)DebtNon-recourse DebtTotal
Year
2026 (remaining six months)$12 $338 $350 
202722 575 597 
20281,257 469 1,726 
2029871 620 1,491 
2030483 298 781 
Thereafter2,281 633 2,914 
Total$4,926 $2,933 $7,859 
NOTE 12: FAIR VALUE MEASUREMENTS
The carrying amounts and estimated fair values of our financial assets and liabilities were as follows:
June 30, 2026
Fair Value
($ in millions)Carrying
Amount		Level 1Level 3
Assets:
Timeshare financing receivables, net
$3,591 $— $3,943 
Liabilities:
Debt, net
4,876 4,340 566 
Non-recourse debt, net
2,896 2,674 263 
December 31, 2025
Fair Value
($ in millions)Carrying
Amount		Level 1Level 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 
21
Table of Contents
Our estimates of the fair values were determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop the estimated fair values. The table above excludes interest rate swaps discussed below and cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses and other and advanced deposits, all of which had fair values approximating their carrying amounts due to the short maturities and liquidity of these instruments.
The estimated fair values of our Level 3 originated and acquired timeshare financing receivables were determined using a discounted cash flow model. Our model incorporates default rates, coupon rates, credit quality and loan terms respective to the portfolio based on current market assumptions for similar types of arrangements.
The estimated fair values of our Level 2 derivative financial instruments were determined utilizing projected future cash flows discounted based on an expectation of future interest rates derived from observable market interest rate curves and market volatility. See Note 11: Debt and Non-recourse Debt above.
The estimated fair values of our Level 1 debt and non-recourse debt were based on prices in active debt markets. The estimated fair value of our Level 3 debt and non-recourse debt were based on the following:
•Debt – based on indicative quotes obtained for similar issuances and projected future cash flows discounted at risk-adjusted rates.
•Non-recourse debt – based on projected future cash flows discounted at risk-adjusted rates.
NOTE 13: INCOME TAXES
The effective tax rate for the three months ended June 30, 2026 and 2025 was approximately 40% and 38%. The effective tax rate for the six months ended June 30, 2026 and 2025 was approximately 15% and 72%. The effective tax rate increase quarter over quarter is primarily due to the overall change in earnings. The effective tax rate decrease year over year is primarily due to the impact of discrete items relative to the change in overall earnings. The difference between our effective tax rate as compared to the U.S. statutory federal tax rate of 21% is primarily due to discrete tax benefits, partially offset by state and foreign income taxes. Our discrete items are primarily related to unrecognized tax benefits.
Cash paid for income taxes, net of refunds, was $47 million and $130 million for the six months ended June 30, 2026 and 2025.
NOTE 14: SHARE-BASED COMPENSATION
Stock Plan
The 2023 Omnibus Incentive Plan (“2023 Plan”) authorizes the issuance of restricted stock units (“Service RSUs” or “RSUs”), nonqualified stock options (“Options”), and time and performance-vesting restricted stock units (“Performance RSUs” or “PSUs”) to certain employees and directors. On May 6, 2026, our stockholders approved an amendment (the “Amendment”) to the 2023 Plan. The Amendment added 1,250,000 shares of our common stock to the number of shares reserved for issuance under the 2023 Plan. As of June 30, 2026, there were 2,433,942 shares of common stock available for future issuance under the 2023 Plan. We recognized share-based compensation expense of $25 million and $22 million for the three months ended June 30, 2026 and 2025 and $35 million and $34 million for the six months ended June 30, 2026 and 2025.
As of June 30, 2026, unrecognized compensation cost for unvested awards was approximately $94 million, which is expected to be recognized over a weighted average period of 1.9 years.
Service RSUs
During the six months ended June 30, 2026, we issued 1,093,806 Service RSUs with a weighted-average grant date fair value of $42.76, which generally vest in annual installments over three years from the date of grant, subject to the individual’s continued employment through the applicable vesting date.
Options
During the six months ended June 30, 2026, we did not grant any Options. As of June 30, 2026, we had 1,604,764 Options outstanding that were exercisable.
Performance RSUs
During the six months ended June 30, 2026, we issued 489,848 Performance RSUs with a weighted-average grant date fair value of $42.27. The Performance RSUs are settled at the end of a 3-year performance period, with 50% of the Performance RSUs subject to achievement based on the Company’s adjusted earnings before interest expense, taxes and depreciation and amortization, further adjusted for net deferral and recognition of revenues and related direct expenses
22
Table of Contents
related to sales of VOIs of projects under construction. The remaining 50% of the Performance RSUs are subject to the achievement of certain contract sales targets.
We determined that the performance conditions for our Performance RSUs are probable of achievement, and we recognized compensation expense based on the number of Performance RSUs we expect to vest.
Employee Stock Purchase Plan
In March 2017, the Board of Directors adopted the Hilton Grand Vacations Inc. Employee Stock Purchase Plan (the “ESPP”), which became effective during 2017 and was subsequently amended in 2022. In connection with the ESPP, we reserved 2.5 million shares of common stock which may be purchased under the ESPP. The ESPP allows eligible employees to purchase shares of our common stock at a price per share not less than 85% of the fair market value per share of common stock on the first day of the Purchase Period or the last day of the Purchase Period, whichever is lower, up to a maximum threshold established by the plan administrator for the offering period. We recognized less than $1 million of compensation expense related to this plan for both of the three months ended June 30, 2026 and 2025. We recognized $1 million of compensation expense related to this plan for both of the six months ended June 30, 2026 and 2025.
NOTE 15: EARNINGS PER SHARE
The following tables present the calculation of our basic and diluted earnings per share (“EPS”) and the corresponding weighted average shares outstanding referenced in these calculations:
Three Months Ended June 30,Six Months Ended June 30,
($ and shares outstanding in millions, except per share amounts)2026202520262025
Net income attributable to stockholders$12 $25 $78 $8 
Earnings per share(1)
Basic$0.15 $0.26 $0.97 $0.09 
Diluted$0.15 $0.25 $0.95 $0.08 
Basic weighted average shares outstanding
79.3 91.2 80.6 93.3 
RSUs(2), PSUs(3), Options(4) and ESPP
1.6 1.0 1.7 1.2 
Diluted weighted average shares outstanding
80.9 92.2 82.3 94.5 
(1)Earnings per share amounts are calculated using whole numbers.
(2) Excludes approximately 11,000 and 5,000 shares of RSUs that would have been anti-dilutive to EPS under the treasury stock method for the three and six months ended June 30, 2026. Also excludes approximately 957,000 and 740,000 shares of RSUs that would have been anti-dilutive to EPS under the treasury stock method for the three and six months ended June 30, 2025. These RSUs could potentially dilute EPS in the future.
(3) There were no shares of PSUs that would have been anti-dilutive to EPS under the treasury stock method for the three and six months ended June 30, 2026. Also, excludes approximately 243,000 and 1,000 shares of PSUs that would have been anti-dilutive to EPS under the treasury stock method for the three and six months ended June 30, 2025. These PSUs could potentially dilute EPS in the future.
(4) Excludes approximately 428,000 and 567,000 shares of Options that would have been anti-dilutive to EPS under the treasury stock method for the three and six months ended June 30, 2026. Also excludes approximately 1,649,000 and 1,195,000 shares of Options that would have been anti-dilutive to EPS under the treasury stock method for the three and six months ended June 30, 2025. These Options could potentially dilute EPS in the future.
Share Repurchases
On July 29, 2025, our Board of Directors approved a share repurchase program authorizing us to repurchase up to an aggregate of $600 million of our outstanding shares of common stock over a two-year period (the “2025 Repurchase Plan”.
The following table summarizes stock repurchase activity under the current and previous share repurchase programs as of June 30, 2026:
(in millions)SharesCost
As of December 31, 2025
56 $2,149 
Repurchases6 300 
As of June 30, 2026
62 $2,449 
From July 1, 2026 through July 23, 2026, we repurchased approximately 0.5 million shares for $25 million. As of July 23, 2026, we had $103 million of remaining availability under the 2025 Repurchase Plan.
23
Table of Contents
NOTE 16: RELATED PARTY TRANSACTIONS
1776 Holding, LLC and Elara
We hold an ownership interest in 1776 Holding, LLC, a VIE, which owns the Liberty Place Charleston timeshare resort property located in Charleston, South Carolina.
We previously held a minority ownership interest in Elara, a VIE, which owns the Elara timeshare resort property located in Las Vegas, Nevada. On April 29, 2026, Elara ceased to be a related party as a result of the Elara Acquisition. See Note 3: Acquisition for additional information.
We record Equity in earnings from our unconsolidated affiliates in our unaudited condensed consolidated statements of income. See Note 9: Investments in Unconsolidated Affiliates for additional information. Additionally, we earn commissions and other fees related to fee-for-service agreements with the investees to sell VOIs at Liberty Place Charleston timeshare resort and at Elara prior to acquisition. These amounts are summarized in the following table and are included in Fee-for-service commissions, package sales and other fees on our unaudited condensed consolidated statements of income as of the date they became related parties.
Three Months Ended June 30,Six Months Ended June 30,
($ in millions)2026202520262025
Equity in earnings from unconsolidated affiliates$2 $6 $7 $11 
Commissions and other fees14 39 50 78 
We also had $2 million and $3 million of outstanding receivables related to these fee-for-service agreements included in Accounts receivable, net on our condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025.
Apollo Global Management Inc. (“Apollo”)
As part of the Diamond Acquisition in 2021, Apollo obtained more than 20% of our common stock at the time of the acquisition. On June 2, 2026, we and certain entities managed by affiliates of Apollo Global Management, Inc. (the “Selling Stockholders”) entered into an underwriting agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC, as representative of the underwriters named therein, including Apollo Global Securities, LLC, an affiliate of the Selling Stockholders (collectively, the “Underwriters”), in connection with the offer and sale by the Selling Stockholders of 5,000,000 shares of our common stock (the “Offering”). On June 22, 2026, the Underwriters purchased an additional 750,000 shares of our common stock in connection with the exercise of their option to purchase additional shares from the Selling Stockholders.
As part of the Offering, we repurchased, and subsequently retired, 750,000 shares of our common stock under our Share Repurchase Plans from the Underwriters (the “Share Repurchase”) for an aggregate purchase price of $38 million (or $50.00 per share), which was the same per share price paid by the Underwriters to the Selling Stockholders.
During the year ended December 31, 2025, we billed Apollo for $2 million of reimbursable expenses, for which payment was received in January 2026.
NOTE 17: BUSINESS SEGMENTS
We operate our business through the following two reportable segments based on the nature of the products and services provided:
•Real estate sales and financing – We market and sell VOIs that we own. We also source VOIs through fee-for-service agreements with third-party developers. Related to the sales of the VOIs that we own, we provide consumer financing, which includes interest income generated from the origination of consumer loans to customers to finance their purchase of VOIs and revenue from servicing the loans. We also generate fee revenue from servicing the loans provided by third-party developers to purchasers of their VOIs.
•Resort operations and club management – We manage the clubs and earn activation fees, annual dues and transaction fees from member exchanges for other vacation products. We also earn fees for managing the timeshare properties. We generate rental revenue from unit rentals of unsold inventory and inventory made available due to ownership exchanges under our club programs. We also earn revenue from food and beverage, retail and spa outlets at our timeshare properties.
24
Table of Contents
Our chief operating decision maker “CODM” is our Chief Executive Officer. The CODM is our primary decision maker and is responsible for allocating resources to the components of the company and assessing company performance. The CODM uses Adjusted EBITDA to allocate resources (including employees and financial or capital resources) in the budgeting and forecasting process as well as assess performance and profitability for each segment. The performance of our operating segments, which are also our reportable segments, is evaluated based on adjusted earnings before interest expense (excluding non-recourse debt), taxes, depreciation and amortization (“EBITDA”). We define Adjusted EBITDA as EBITDA, further adjusted to exclude certain items, including, but not limited to, gains, losses and expenses in connection with: (i) other gains and losses, including asset dispositions and foreign currency transactions; (ii) debt restructurings/retirements; (iii) non-cash impairment losses; (iv) share-based and other compensation expenses; and (v) other items, including but not limited to costs associated with acquisitions, restructuring, amortization of premiums and discounts resulting from purchase accounting, and other non-cash and one-time charges.
We do not include equity in earnings from unconsolidated affiliates in our measures of segment operating performance.
The table below presents revenues for our reportable segment results which include the acquired Elara operations, within both segments as of the Elara Acquisition Date, reconciled to consolidated amounts:
Three Months Ended June 30,Six Months Ended June 30,
($ in millions)2026202520262025
Revenues:
Real estate sales and financing$809 $760 $1,563 $1,405 
Resort operations and club management(1)
430 405 832 796 
Total segment revenues1,239 1,165 2,395 2,201 
Cost reimbursements150 128 299 261 
Intersegment eliminations(1)
(31)(27)(51)(48)
Total revenues$1,358 $1,266 $2,643 $2,414 
(1)Includes charges to the Real estate sales and financing segment from the Resort operations and club management segment for fulfillment of discounted marketing package stays at resorts. We account for intersegment revenues as if they were sales to third parties at current market prices.
25
Table of Contents
The following tables present Adjusted EBITDA for our reportable segments:
($ in millions)
For the three months ended June 30, 2026
Real Estate and FinancingResort Operations and Club ManagementTotal
Revenues from external customers$809 $399 $1,208 
Intersegment revenues— 31 31 
Total segment revenues809 430 1,239 (a)
Less:
Cost of VOI sales
38 — 38 
Selling expense200 — 200 
Marketing expense267 — 267 
Financing expense58 — 58 
Club expense— 24 24 
Property management expense— 37 37 
Rental expense— 207 207 
Other expenses15 13 28 
Total segment expenses578 (b)281 (c)859 
Other:
Share-based compensation expense6 4 10 
Other segment adjustment items5 1 6 (d)
Intersegment elimination(31)— (31)(a)
Segment Adjusted EBITDA$211 $154 $365 
For the six months ended June 30, 2026
Real Estate and FinancingResort Operations and Club ManagementTotal
Revenues from external customers$1,563 $781 $2,344 
Intersegment revenues— 51 51 
Total segment revenues1,563 832 2,395 (a)
Less:
Cost of VOI sales
83 — 83 
Selling expense381 — 381 
Marketing expense506 — 506 
Financing expense109 — 109 
Club expense— 46 46 
Property management expense— 74 74 
Rental expense— 411 411 
Other expenses32 25 57 
Total segment expenses1,111 556 1,667 
Other:
Share-based compensation expense10 5 15 
Other segment adjustment items11 1 12 (d)
Intersegment elimination(51)— (51)(a)
Segment Adjusted EBITDA$422 $282 $704 
(a) Includes charges to the Real estate sales and financing segment from the Resort operations and club management segment for fulfillment of discounted marketing package stays at resorts. We account for intersegment revenues as if they were sales to third parties at current market prices.
(b) Consists of Costs of VOI sales, Sales and Marketing, and Financing expense on the unaudited condensed consolidated statements of income.
(c) Consists of Resort and club management and Rental and ancillary services expense on the unaudited condensed consolidated statements of income.
(d) Consists of costs associated with restructuring, one-time charges, other non-cash items, and for the Real Estate and Financing Segment, amortization of fair value premiums and discounts resulting from purchase accounting.
26
Table of Contents
($ in millions)
For the three months ended June 30, 2025
Real Estate and FinancingResort Operations and Club ManagementTotal
Revenues from external customers$760 $378 $1,138 
Intersegment revenues— 27 27 
Total segment revenues760 405 1,165 (a)
Less:
Cost of VOI sales
38 — 38 
Selling expense206 — 206 
Marketing expense265 — 265 
Financing expense54 — 54 
Club expense— 21 21 
Property management expense— 35 35 
Rental expense— 191 191 
Other expenses8 12 20 
Total segment expenses571 (b)259 (c)830 
Other:
Share-based compensation expense5 3 8 
Other segment adjustment items9 — 9 (d)
Intersegment elimination(27)— (27)(a)
Segment Adjusted EBITDA$176 $149 $325 
For the six months ended June 30, 2025
Real Estate and FinancingResort Operations and Club ManagementTotal
Revenues from external customers$1,405 $748 $2,153 
Intersegment revenues— 48 48 
Total segment revenues1,405 796 2,201 (a)
Less:
Cost of VOI sales
63 — 63 
Selling expense401 — 401 
Marketing expense495 — 495 
Financing expense109 — 109 
Club expense— 41 41 
Property management expense— 69 69 
Rental expense— 386 386 
Other expenses8 23 31 
Total segment expenses1,076 519 1,595 
Other:
Share-based compensation expense9 5 14 
Other segment adjustment items19 — 19 (d)
Intersegment elimination(48)— (48)(a)
Segment Adjusted EBITDA$309 $282 $591 
(a) Includes charges to the Real estate sales and financing segment from the Resort operations and club management segment for fulfillment of discounted marketing package stays at resorts. We account for intersegment revenues as if they were sales to third parties at current market prices.
(b) Consists of Costs of VOI sales, Sales and Marketing, and Financing expense on the unaudited condensed consolidated statements of income.
(c) Consists of Resort and club management and Rental and ancillary services expense on the unaudited condensed consolidated statements of income.
(d) Consists of costs associated with restructuring, one-time charges, other non-cash items, and for the Real Estate and Financing Segment, amortization of fair value premiums and discounts resulting from purchase accounting.
27
Table of Contents
The following table presents Adjusted EBITDA for our reportable segments reconciled to net income and net income attributable to stockholders:
 Three Months Ended June 30,Six Months Ended June 30,
($ in millions)2026202520262025
Adjusted EBITDA:
Real estate sales and financing(1)
$211 $176 $422 $309 
Resort operations and club management(1)
154 149 282 282 
Segment Adjusted EBITDA365 325 704 591 
Acquisition and integration-related(14)(26)(26)(54)
General and administrative(67)(58)(116)(104)
Depreciation and amortization(71)(59)(142)(126)
License fees(58)(52)(111)(101)
Other gain (loss), net— 4 (1)10 
Interest expense(70)(79)(143)(156)
Income tax expense(8)(15)(14)(21)
Equity in earnings from unconsolidated affiliates2 6 7 11 
Loss on sale and impairment(48)(1)(48)(1)
Other adjustment items(2)
(16)(17)(27)(33)
Net income15 28 83 16 
Net income attributable to noncontrolling interest3 3 5 8 
Net income attributable to stockholders$12 $25 $78 $8 
(1)Includes intersegment transactions. Refer to our table presenting revenues by reportable segment above for additional discussion.
(2)These amounts include costs associated with share-based compensation, restructuring, one-time charges and other non-cash items included within our reportable segments.
The following table presents total assets for our reportable segments, reconciled to consolidated amounts:
($ in millions)June 30, 2026December 31, 2025
Real estate sales and financing$8,242 $7,807 
Resort operations and club management3,345 3,140 
Total segment assets11,587 10,947 
Corporate647 590 
Total assets$12,234 $11,537 
The following table presents capital expenditures for property and equipment (including inventory and leases) for our reportable segments, reconciled to consolidated amounts:
Six Months Ended June 30,
($ in millions)20262025
Real estate sales and financing$43 $76 
Resort operations and club management1 1 
Total segment capital expenditures
44 77 
Corporate8 28 
Total capital expenditures
$52 $105 
28
Table of Contents
NOTE 18: COMMITMENTS AND CONTINGENCIES
Bass Pro Shops Marketing Agreement Commitments
In November 2023, we entered into a 10-year exclusive marketing agreement with Bass Pro Shops (“Bass Pro”), a nationally-recognized retailer of fishing, marine, hunting, camping and sports gear, that provides us with the right to market and sell vacation packages at kiosks in Bass Pro’s and Cabela’s retail locations and through other means. This agreement became effective on the Bluegreen Acquisition Date. As a part of this agreement, we are required to make certain minimum annual payments and certain variable payments based upon the number of travel packages sold during the year or the number of Bass Pro and Cabela’s retail locations HGV maintains during the year. As of June 30, 2026, HGV had sales and marketing operations at a total of 145 Bass Pro Shops and Cabela’s Stores, including 7 virtual kiosks.
Other Commitments
We have certain arrangements with developers where we are committed to purchase vacation ownership units or other real estate at a future date to be marketed and sold under our Hilton Grand Vacations brand. As of June 30, 2026, we were committed to purchase approximately $212 million of inventory over a period of 9 years and $43 million of other commitments in the normal course of business. The actual amount and timing of the acquisitions are subject to change pursuant to the terms of the respective arrangements, which could also allow for cancellation in certain circumstances.
During the six months ended June 30, 2026, we fulfilled $14 million of purchases required under our inventory commitments. As of June 30, 2026, our remaining obligations pursuant to these arrangements were expected to be incurred as follows:
($ in millions)
2026
(remaining)
2027
2028
2029
2030
ThereafterTotal
Marketing and license fee agreements
$19 $38 $38 $38 $39 $95 $267 
Inventory purchase obligations(1)(2)(3)
7 8 53 44 66 34 212 
Other commitments(4)
8 7 5 5 1 17 43 
Total$34 $53 $96 $87 $106 $146 $522 
(1)Commitments for properties in New York and Tennessee.
(2)For the property in New York, the payments are subject to the seller obtaining the inventory and providing clear title.
(3)For the property in Tennessee, we have the option to extend the full purchase of inventory up to 2033 pursuant to the terms of the purchase agreement.
(4)Primarily relates to commitments related to information technology and sponsorships.
Litigation Contingencies
We are involved in litigation arising from the normal course of business, some of which includes claims for substantial sums. We evaluate these legal proceedings and claims at each balance sheet date to determine the degree of probability of an unfavorable outcome and, when it is probable that a liability has been incurred, our ability to reasonably estimate the amount of loss. We record a contingent litigation liability when it is determined that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. As of June 30, 2026 and December 31, 2025, we accrued liabilities of approximately $19 million and $8 million, respectively, for all legal matters.
While we currently believe that the ultimate outcome of these proceedings, individually and in the aggregate, will not have a material effect on the Company’s financial condition, cash flows, or materially adversely affect overall trends in our results of operations, legal proceedings are inherently uncertain and unfavorable rulings could, individually or in aggregate, have a material adverse effect on the Company’s business, financial condition or results of operations.
Surety Bonds
We utilize surety bonds related to the sales of VOIs in order to meet regulatory requirements of certain states. The availability, terms and conditions and pricing of such bonding capacity are dependent on, among other things, continued financial strength and stability of the insurance company affiliates providing the bonding capacity, general availability of such capacity and our corporate credit rating. We have commitments from surety providers in the amount of $336 million as of June 30, 2026, that primarily consist of escrow and subsidy related bonds.
29
Table of Contents
NOTE 19: LOSS ON SALE AND IMPAIRMENT
Following a strategic review of our resort portfolio quality, we identified certain properties where disposal of our interests was appropriate. On June 30, 2026, we completed this disposition of inventory and recorded an aggregate loss of $48 million that is included in Loss on sale and impairment on the condensed consolidated statements of income.
During the three and six months ended June 30, 2025, we recorded lease impairments of $1 million included in Loss on sale and impairment on the condensed consolidated statements of income.
30
Table of Contents
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,
31
Table of Contents
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.
Real Estate Sales Operating Metrics
This Quarterly Report on Form 10-Q includes discussion of key business and financial metrics, including contract sales, tour flow, and volume per guest (“VPG”).
See “Key Business and Financial Metrics” and “Reconciliation of Non-GAAP Measures to GAAP Measures” for a discussion of the meanings of these terms, the Company’s reasons for providing the applicable non-GAAP financial measures, and reconciliations of non-GAAP financial measures to measures calculated in accordance with U.S. 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 June 30, 2026, we had approximately 200 properties located in the United States (“U.S.”), Europe, Canada, the Caribbean, Mexico, and Japan. Our properties feature spacious, condominium-style accommodations with superior amenities and quality service. 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 June 30, 2026, we had more than 720,000 members across our Club offerings. Based on the type of Club membership, members have the flexibility to exchange their VOIs for stays at Hilton Grand Vacations resorts, properties in the Hilton system of 27 industry-leading brands with over 9,200 properties, or affiliated properties, as well as numerous experiential vacation options, such as cruises and guided tours, or they have the option to exchange their VOI for various other timeshare resorts throughout the world through an external exchange program, including travel services options.
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 six months ended June 30, 2026, sales from fee-for-service and just-in-time inventory were 15%, and 9% of contract sales. See “Key Business and Financial Metrics — Real Estate Sales Operating Metrics” for additional discussion of contract sales.
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 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.
32
Table of Contents
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 June 30, 2026, HGV had sales and marketing operations at a total of 145 Bass Pro Shops and Cabela’s Stores, including 7 virtual kiosks. Additionally, the joint venture between HGV and Bass Pro includes four high-end wilderness resorts under the Big Cedar Lodge brand. We also have an exclusive strategic relationship with Choice Hotels that involves several areas of its business, including a sales and marketing alliance that enables us to leverage Choice Hotels’ brands, customer relationships and marketing channels to sell vacation packages.
Tour flow quality impacts key metrics such as close rate and VPG, defined in “Key Business and Financial Metrics—Real Estate Sales Operating Metrics.” Additionally, the quality of tour flow impacts sales revenue and the collectability of our timeshare financing receivables. For the six months ended June 30, 2026 and 2025, 73% and 74% of our contract sales were to our existing owners.
We provide financing for members purchasing our developed and acquired inventory and generate interest income on the loans. Our timeshare financing receivables are collateralized by the underlying VOIs and are generally structured as 10-year, fully-amortizing loans that bear a fixed interest rate typically ranging from 2.5% to 25% per annum. Financing propensity was 68% and 65% for the six months ended June 30, 2026 and 2025. We calculate financing propensity as contract sales volume of financed contracts originated in the period divided by contract sales volume originated in the period.
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:
Six Months Ended June 30,
20262025
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 6: 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.
33
Table of Contents
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.
34
Table of Contents
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
35
Table of Contents
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 June 30,
Variance
Six Months Ended June 30,
Variance
($ in millions, except Tour flow and VPG)20262025$%20262025$%
Contract sales$810 $834 $(24)(2.9)$1,529 $1,555 $(26)(1.7)
Adjustments:
Fee-for-service sales(1)
(104)(142)38 (26.8)(224)(253)29 (11.5)
Provision for financing receivables losses(122)(95)(27)28.4 (211)(167)(44)26.3 
Reportability and other:
Net (deferrals) of sales of VOIs under construction (2)
(54)(82)28 (34.1)(79)(208)129 (62.0)
Other(3)
(23)(46)23 (50.0)(53)(80)27 (33.8)
Sales of VOIs, net$507 $469 $38 8.1 $962 $847 $115 13.6 
Tour flow239,064 225,222 13,842 428,510 399,747 28,763 
VPG$3,372 $3,690 $(318)$3,551 $3,874 $(323)
(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 $24 million for the three months ended June 30, 2026, compared to the same period in 2025, primarily due to a 8.6% decrease in VPG offset by an increase in tour flow of 6.1%.
Contract sales decreased $26 million for the six months ended June 30, 2026, compared to the same period in 2025, primarily due to a 8.3% decrease in VPG offset by an increase in tour flow of 7.2%.
Net Construction Deferral Activity
In accordance with Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“ASC 606”), revenue and the related costs to fulfill and acquire the contract (“direct costs”) from sales of VOIs under construction are deferred until the point in time when construction activities are deemed to be completed. The
36
Table of Contents
real estate sales and financing segment is impacted by construction related deferral and recognition activity. In periods where Sales of VOIs and related direct costs of projects under construction are deferred, margin percentages will generally contract as the indirect marketing and selling costs associated with these sales are recognized as incurred in the current period. In periods where previously deferred Sales of VOIs and related direct costs are recognized upon construction completion, margin percentages will generally expand as the indirect marketing and selling costs associated with these sales were recognized in prior periods.
The following table represents deferrals and recognitions of Sales of VOI revenue and direct costs for properties under construction:
Three Months Ended June 30,VarianceSix Months Ended June 30,Variance
($ in millions)20262025$20262025$
Sales of VOIs (deferrals)$(54)$(82)$28 $(116)$(208)$92 
Sales of VOIs recognitions— — — 37 — 37 
Net Sales of VOIs (deferrals) recognitions
(54)(82)28 (79)(208)129 
Cost of VOI sales (deferrals)(17)(23)6 (31)(60)29 
Cost of VOI sales recognitions— — — 12 — 12 
Net Cost of VOI sales (deferrals) recognitions
(17)(23)6 (19)(60)41 
Sales and marketing expense (deferrals)(9)(14)5 (20)(35)15 
Sales and marketing expense recognitions— — — 6 — 6 
Net Sales and marketing expense (deferrals) recognitions
(9)(14)5 (14)(35)21 
Net construction (deferrals) recognitions
$(28)$(45)$17 $(46)$(113)$67 
37
Table of Contents
Results of Operations
Three and Six Months Ended June 30, 2026 Compared with the Three and Six Months Ended June 30, 2025
Segment Results
The following tables present our revenues by segment. We do not include equity in earnings from unconsolidated affiliates in our measures of segment operating performance.
Three Months Ended June 30,VarianceSix Months Ended June 30,Variance
($ in millions)20262025$%20262025$%
Revenues:
Real estate sales and financing$809 $760 $49 6.4 $1,563 $1,405 $158 11.2 
Resort operations and club management
430 405 25 6.2 832 796 36 4.5 
Total segment revenues1,239 1,165 74 6.4 2,395 2,201 194 8.8 
Cost reimbursements150 128 22 17.2 299 261 38 14.6 
Intersegment eliminations(1)
(31)(27)(4)14.8 (51)(48)(3)6.3 
Total revenues$1,358 $1,266 $92 7.3 $2,643 $2,414 $229 9.5 
(1)See Note 17: Business Segments in our unaudited condensed consolidated financial statements for details on the intersegment eliminations.
Real Estate Sales and Financing Segment
Real Estate
Three Months Ended June 30,VarianceSix Months Ended June 30,Variance
($ in millions)20262025$%20262025$%
Sales of VOIs, net$507$469$38 8.1 $962$847$115 13.6 
Fee-for-service commissions6484(20)(23.8)135152(17)(11.2)
Sales revenue57155318 3.3 1,09799998 9.8 
Less:
Cost of VOI sales3838— — 836320 31.7 
Sales and marketing expense, net388398(10)(2.5)735749(14)(1.9)
Real estate expense426436(10)(2.3)8188126 0.7 
Real estate profit$145$117$28 23.9 $279$187$92 49.2 
Real estate profit margin(1)
25.4 %21.2 %25.4 %18.7 %
(1)Excluding the package sales and other fees adjustment, Real estate profit margin was 21.8% and 18.5% for the three months ended June 30, 2026 and 2025, and 21.8% and 16.2% for the six months ended June 30, 2026 and 2025.
Sales revenue increased $18 million for the three months ended June 30, 2026, compared to the same period in 2025, primarily due to a net construction deferral of $54 million in 2026 compared to a net construction deferral of $82 million in 2025 and an increase in contract sales excluding fee-for-service of $14 million, partially offset by a decrease in fee-for-service commissions of $20 million.
Sales revenue increased $98 million for the six months ended June 30, 2026, compared to the same period in 2025, primarily due to a net construction deferral of $79 million in 2026 compared to a net construction deferral of $208 million in 2025, partially offset by decreases in fee-for-service commissions of $17 million and sales incentives of $14 million.
Real estate expense decreased $10 million for the three months ended June 30, 2026, compared to the same period in 2025, primarily due to net construction deferral activity of $26 million in 2026 compared to $37 million in 2025.
Real estate expense increased $6 million for the six months ended June 30, 2026, compared to the same period in 2025, primarily due to net construction deferral activity of $33 million in 2026 compared to $95 million in 2025, partially offset by decreases in costs of contract sales excluding fee-for-service of $30 million and selling expenses of $19 million.
38
Table of Contents
Financing
Three Months Ended June 30,
Variance
Six Months Ended June 30,
Variance
($ in millions)20262025$%20262025$%
Interest income
$137$122$1512.3$265$245$208.2
Other financing revenue1112(1)(8.3)242229.1
Premium amortization of acquired timeshare financing receivables
(4)(8)4(50.0)(7)(16)9(56.3)
Financing revenue1441261814.32822513112.4
Consumer financing interest expense
37261142.369551425.5
Other financing expense1926(7)(26.9)3751(14)(27.5)
Amortization of acquired non-recourse debt discounts and premiums, net
22——33——
Financing expense585447.4109109——
Financing profit$86$72$1419.4$173$142$3121.8
 Financing profit margin59.7 %57.1 %61.3 %56.6 %
Financing revenue increased $18 million for the three months ended June 30, 2026, compared to the same period in 2025, primarily due to an increase in the average outstanding balance of the timeshare financing receivables portfolio and a decrease in the premium amortization of acquired timeshare financing receivables of $4 million.
Financing revenue increased $31 million for the six months ended June 30, 2026, compared to the same period in 2025, primarily due to an increase in the average outstanding balance of the timeshare financing receivables portfolio and a decrease in the premium amortization of acquired timeshare financing receivables of $9 million.
Financing expense increased $4 million for the three months ended June 30, 2026, compared to the same period in 2025, primarily due to an increase in consumer financing interest expense of $11 million due to an increase in the average non-recourse debt balance partially offset by a decrease in the provision for credit losses of the acquired portfolio of $6 million.
Financing expense remained consistent for the six months ended June 30, 2026, compared to the same period in 2025.
Resort Operations and Club Management Segment
Resort and Club Management
Three Months Ended June 30,VarianceSix Months Ended June 30,Variance
($ in millions)20262025$%20262025$%
Club management revenue$72$70$22.9$142$142$——
Resort management revenue11711343.523222483.6
Resort and club management revenues18918363.337436682.2
Club management expense2421314.34641512.2
Resort management expense373525.7746957.2
Resort and club management expenses615658.9120110109.1
Resort and club management profit$128$127$10.8$254$256$(2)(0.8)
Resort and club management profit margin67.7 %69.4 %67.9 %69.9 %
Resort and club management revenue increased $6 million for the three months ended June 30, 2026, compared to the same period in 2025, primarily due to increases in club annual dues revenue of $2 million, management fees revenue of $2 million and license fee revenue of $1 million.
39
Table of Contents
Resort and club management revenue increased $8 million for the six months ended June 30, 2026, compared to the same period in 2025, primarily due to an increase in management fees revenue of $6 million and license fee revenue of $2 million.
Resort and club management expenses increased $5 million for the three months ended June 30, 2026, compared to the same period in 2025, primarily due to employee-related expenses.
Resort and club management expenses increased $10 million for the six months ended June 30, 2026, compared to the same period in 2025, primarily due to employee-related expenses.
Rental and Ancillary Services
Three Months Ended June 30,
Variance(1)
Six Months Ended June 30,Variance
($ in millions)20262025$%20262025$%
Rental revenues$194$180$147.8$377$354$236.5
Ancillary services revenues161516.7302827.1
Rental and ancillary services revenues210195157.7407382256.5
Rental expenses207191168.4411386256.5
Ancillary services expense131218.3252328.7
Rental and ancillary services expenses220203178.4436409276.6
Rental and ancillary services profit$(10)$(8)$(2)25.0$(29)$(27)$(2)7.4
Rental and ancillary services profit margin(4.8)%(4.1)%(7.1)%(7.1)%
Rental and ancillary services revenue increased $15 million and $25 million for both the three and six months ended June 30, 2026, compared to the same periods in 2025, primarily driven by higher transient revenues as a result of increased occupied room nights and average daily rates.
Rental and ancillary services expenses increased $17 million and $27 million for the three and six months ended June 30, 2026, compared to the same periods in 2025, primarily due to increases in maintenance fees on unsold inventory and other rental expenses.
Other Operating Expenses
Three Months Ended June 30,VarianceSix Months Ended June 30,
Variance(1)
($ in millions)20262025$%20262025$%
General and administrative$67 $58 $9 15.5 $116 $104 $12 11.5 
Depreciation and amortization71 59 12 20.3 142 126 16 12.7 
License fees58 52 6 11.5 111 101 10 9.9 
Loss on sale and impairment48 1 47 NM48 1 47 NM
(1) NM - fluctuation in terms of percentage change is not meaningful.
For the three months ended June 30, 2026, operating expenses increased compared to the same period in 2025. Loss on sale and impairment increased $47 million primarily due to the disposition of our interests in certain properties. Depreciation and amortization expense increased by $12 million primarily due to amortization expense of software intangibles. General and administrative increased by $9 million primarily due to professional fees and employee-related expenses. License fees increased by $6 million primarily due to licensing fees paid to Hilton.
For the six months ended June 30, 2026, operating expenses increased compared to the same period in 2025. Loss on sale and impairment increased $47 million primarily due to the disposition of our interests in certain properties. Depreciation and amortization expense increased by $16 million primarily due to amortization expense of software intangibles. General and administrative increased by $12 million primarily due to professional fees and employee-related expenses. License fees increased by $10 million primarily due to licensing fees paid to Hilton.
40
Table of Contents
Acquisition and Integration-Related
Three Months Ended June 30,VarianceSix Months Ended June 30,Variance
($ in millions)20262025$%20262025$%
Acquisition and integration-related$14 $26 $(12)(46.2)$26 $54 $(28)(51.9)
Acquisition and integration-related costs include direct expenses related to our recent acquisitions including integration costs, legal and other professional fees. Integration costs include technology-related costs, fees paid to management consultants, rebranding fees and employee-related costs such as severance and retention. For the three and six months ended June 30, 2026, acquisition and integration-related costs decreased by $12 million and $28 million compared to the same period in 2025, primarily due to decreases of $10 million and $20 million in employee-related expenses and professional service fees of $2 million and $7 million.
Non-Operating Expenses
Three Months Ended June 30,
Variance (1)
Six Months Ended June 30,
Variance (1)
($ in millions)20262025$%20262025$%
Interest expense$70 $79 $(9)(11.4)$143 $156 $(13)(8.3)
Equity in earnings from unconsolidated affiliates(2)(6)4 (66.7)(7)(11)4 (36.4)
Other (gain) loss, net— (4)4 (100.0)1 (10)11 NM
Income tax expense8 15 (7)(46.7)14 21 (7)(33.3)
The changes in non-operating expenses for both the three and six months ended June 30, 2026, compared to the same periods in 2025, were primarily due to interest expense, other (gain) loss, net and income tax expense. The decrease in interest expense was primarily due to a decrease in the weighted average interest rate on our corporate debt. The change in other loss (gain), net is primarily due to revaluation of our foreign currency transactions. For the three months ended June 30, 2026, the decrease in income tax expense was primarily driven by the overall change in pretax earnings compared to the same period in 2025. For the six months ended June 30, 2026, the decrease in income tax expense was driven by discrete items, partially offset by the overall change in pretax earnings compared to the same period in 2025.
Net income attributable to noncontrolling interest
Three Months Ended June 30,
Variance
Six Months Ended June 30,
Variance
($ in millions)20262025$%20262025$%
Net income attributable to noncontrolling interest
$3 $3 $— — $5 $8 $(3)(37.5)
We include in our unaudited condensed consolidated financial statements the results of operations and financial condition of Big Cedar, the joint venture with Bluegreen/Big Cedar Vacations, LLC in which HGV holds 51% equity interest. Net income attributable to noncontrolling interest is the portion of Big Cedar that is attributable to Big Cedar Vacations, LLC, which holds the remaining 49% equity interest.
41
Table of Contents
Reconciliation of Non-GAAP Measures to GAAP Measures
The following table reconciles net income attributable to stockholders and net income, our most comparable U.S. GAAP financial measures, to EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders:
Three Months Ended June 30,
Variance(1)
Six Months Ended June 30,
Variance(1)
($ in millions)20262025$%20262025$%
Net income attributable to stockholders$12 $25 $(13)(52.0)$78 $8 $70 NM
Net income attributable to noncontrolling interest
3 3 — — 5 8 (3)(37.5)
Net income15 28 (13)(46.4)83 16 67 NM
Interest expense70 79 (9)(11.4)143 156 (13)(8.3)
Income tax expense8 15 (7)(46.7)14 21 (7)(33.3)
Depreciation and amortization71 59 12 20.3 142 126 16 12.7 
Interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates— 1 (1)(100.0)— 1 (1)(100.0)
EBITDA164 182 (18)(9.9)382 320 62 19.4 
Other (gain) loss, net— (4)4 (100.0)1 (10)11 NM
Share-based compensation expense25 23 2 8.7 36 35 1 2.9 
Loss on sale and impairment expense48 1 47 NM48 1 47 NM
Acquisition and integration-related14 26 (12)(46.2)26 54 (28)(51.9)
Other adjustment items(2)
18 10 8 80.0 27 23 4 17.4 
Adjusted EBITDA269 238 31 13.0 520 423 97 22.9 
Adjusted EBITDA attributable to noncontrolling interest4 5 (1)(20.0)6 10 (4)(40.0)
Adjusted EBITDA attributable to stockholders$265 $233 $32 13.7 $514 $413 $101 24.5 
(1)NM - fluctuation in terms of percentage change is not meaningful.
(2)These amounts include costs associated with restructuring, one-time charges, other non-cash items, and amortization of fair value premiums and discounts resulting from purchase accounting.
42
Table of Contents
The following table reconciles net income attributable to stockholders and net income, our most comparable U.S. GAAP financial measures, to EBITDA and the total of our real estate, financing, resort and club management, and rental and ancillary services profit measures.
Three Months Ended June 30,
Variance(1)
Three Months Ended June 30,
Variance(1)
($ in millions)20262025$%20262025$%
Net income attributable to stockholders$12 $25 $(13)(52.0)$78 $8 $70 NM
Net income attributable to noncontrolling interest
3 3 — — 5 8 (3)(37.5)
Net income15 28 (13)(46.4)83 16 67 NM
Interest expense70 79 (9)(11.4)143 156 (13)(8.3)
Income tax expense
8 15 (7)(46.7)14 21 (7)(33.3)
Depreciation and amortization71 59 12 20.3 142 126 16 12.7 
Interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates— 1 (1)(100.0)— 1 (1)(100.0)
EBITDA164 182 (18)(9.9)382 320 62 19.4 
Other (gain) loss, net— (4)4 (100.0)1 (10)11 NM
Equity in earnings from unconsolidated affiliates(2)
(2)(7)5 (71.4)(7)(12)5 (41.7)
Loss on sale and impairment expense48 1 47 NM48 1 47 NM
License fees58 52 6 11.5 111 101 10 9.9 
Acquisition and integration-related14 26 (12)(46.2)26 54 (28)(51.9)
General and administrative67 58 9 15.5 116 104 12 11.5 
Profit$349 $308 $41 13.3 $677 $558 $119 21.3 
Real estate profit$145 $117 $28 23.9 $279 $187 $92 49.2 
Financing profit86 72 14 19.4 173 142 31 21.8 
Resort and club management profit128 127 1 0.8 254 256 (2)(0.8)
Rental and ancillary services profit(10)(8)(2)25.0 (29)(27)(2)7.4 
Profit$349 $308 $41 13.3 $677 $558 $119 21.3 
(1) NM - fluctuation in terms of percentage change is not meaningful.
(2) Excludes impact of interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates of $1 million for the three and six months ended June 30, 2025.
43
Table of Contents
We evaluate our business segment operating performance using segment Adjusted EBITDA, as described in Note 17: Business Segments in our unaudited condensed consolidated financial statements. The following table reconciles our segment Adjusted EBITDA to Adjusted EBITDA to Adjusted EBITDA Attributable to Stockholders:
Three Months Ended June 30,VarianceSix Months Ended June 30,Variance
($ in millions)20262025$%20262025$%
Adjusted EBITDA:
Real estate sales and financing(1)
$211 $176 $35 19.9 $422 $309 $113 36.6 
Resort operations and club management(1)
154 149 5 3.4 282 282 — — 
Adjustments:
Adjusted EBITDA from unconsolidated affiliates2 7 (5)(71.4)7 12 (5)(41.7)
License fees(58)(52)(6)11.5 (111)(101)(10)9.9 
General and administrative(2)
(40)(42)2 (4.8)(80)(79)(1)1.3 
Adjusted EBITDA269 238 31 13.0 520 423 97 22.9 
Adjusted EBITDA attributable to noncontrolling interest
4 5 (1)(20.0)6 10 (4)(40.0)
Total Adjusted EBITDA attributable to stockholders
$265 $233 $32 13.7 $514 $413 $101 24.5 
(1)Includes intersegment transactions, share-based compensation, depreciation and other adjustments attributable to the segments.
(2)Adjusts for segment related share-based compensation, depreciation and other adjustment items.
The following table reconciles our Fee-for-service commissions, package sales and other fees, our most comparable U.S. GAAP financial measure, to Fee-for-service commissions, and Sales and marketing expense, our most comparable U.S. GAAP financial measure, to Sales and marketing expense, net. Fee-for-service commissions and Sales and marketing expense, net, are used in calculating our real estate profit and real estate profit margin. See “Real Estate Sales and Financing Segment—Real Estate” above.
Three Months Ended June 30,VarianceSix Months Ended June 30,Variance
($ in millions)20262025$%20262025$%
Fee-for-service commissions, package sales and other fees
$158$165$(7)(4.2)$319$307$12 3.9
Less: Package sales and other fees(1)
(94)(81)(13)16.0(184)(155)(29)18.7
Fee-for-service commissions$64$84$(20)(23.8)$135$152$(17)(11.2)
Sales and marketing expense$482$479$3 0.6$919$904$15 1.7
Less: Package sales and other fees(1)
(94)(81)(13)16.0(184)(155)(29)18.7
Sales and marketing expense, net$388$398$(10)(2.5)$735$749$(14)(1.9)
(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.
44
Table of Contents
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 June 30, 2026, we had total cash and cash equivalents of $272 million and restricted cash of $296 million. Restricted cash primarily consists of escrow deposits received on VOI sales and reserves related to non-recourse debt.
•During the six months ended June 30, 2026, we repurchased 6 million shares for $300 million, excluding the excise tax, under our share repurchase programs. See Note 15: Earnings Per Share for additional information.
•In April 2026, we completed a securitization of approximately $500 million of gross timeshare financing receivables. The proceeds were used to pay down existing debt and for other general corporate purposes. See Note 11: Debt and Non-Recourse Debt for additional information.
•In June 2026, we completed a securitization of approximately $300 million of gross timeshare financing receivables. The proceeds were used to pay down existing debt and for other general corporate purposes. See Note 11: Debt and Non-Recourse Debt for additional information.
•As of June 30, 2026, we had $463 million remaining borrowing capacity under the revolver facility.
•As of June 30, 2026, we had an aggregate of $755 million remaining borrowing capacity under our Timeshare Facility. As of June 30, 2026, we had $1.3 billion of notes that were current on payments but not securitized. Of that figure, approximately $719 million could be monetized through either warehouse borrowing or securitization while another $372 million of mortgage notes we anticipate being eligible following certain customary milestones such as first payment, deeding and recording.
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 June 30, 2026, our inventory-related purchase commitments totaled $212 million to be fulfilled over a period of 9 years.
Sources and Uses of Our Cash
The following table summarizes our net cash flows and key metrics related to our liquidity:
Six Months Ended June 30,Variance
($ in millions)20262025$
Net cash provided by (used in):
Operating activities$262 $99 $163 
Investing activities(141)(66)(75)
Financing activities(115)(213)98 
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 six months ended June 30, 2026, compared to the same period in 2025, was primarily due to an increase of $67 million in net income, along with increases in loss on sale and impairment of $47 million, provision for loan losses of $31 million and depreciation and amortization of $16 million.
45
Table of Contents
The following table summarizes our VOI inventory spending:
Six Months Ended June 30,
($ in millions)20262025
VOI spending - owned properties(1)
$100 $128 
Purchases and development of real estate for future conversion to inventory29 61 
Total VOI inventory spending$129 $189 
(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 increase in net cash used in investing activities for the six months ended June 30, 2026 compared to the same period in 2025, was primarily due to cash paid $100 million for the Elara Acquisition in 2026, partially offset by a decrease in capital expenditures for property and equipment (excluding inventory) of $20 million.
Financing Activities
Net cash used in financing activities for the six months ended June 30, 2026 was $115 million compared to $213 million for the same period in 2025. The change was primarily due to net proceeds from debt and non-recourse debt of $192 million in 2026 compared to net proceeds of $99 million in 2025.
Share Repurchase Plans
On July 29, 2025, our Board of Directors approved a share repurchase program authorizing us to repurchase up to an aggregate of $600 million of its outstanding shares of common stock over a two-year period (the “2025 Repurchase Plan”). As of June 30, 2026, we had $128 million of remaining availability under the 2025 Repurchase Plan.
Contractual Obligations
Our commitments primarily relate to agreements with developers to purchase or construct vacation ownership units, operating leases, marketing and license fee agreements and obligations associated with our debt, non-recourse debt and the related interest. As of June 30, 2026, we were committed to $9.8 billion in contractual obligations over 14 years, $587 million of which will be fulfilled in the remainder of 2026. The ultimate amount and timing of certain commitments is subject to change pursuant to the terms of the respective arrangements, which could also allow for cancellation in certain circumstances. See Note 18: Commitments and Contingencies and Note 11: Debt and Non-recourse Debt for additional information.
We utilize surety bonds related to the sales of VOIs in order to meet regulatory requirements of certain states. The availability, terms and conditions and pricing of such bonding capacity are dependent on, among other things, continued financial strength and stability of the insurance company affiliates providing the bonding capacity, general availability of such capacity and our corporate credit rating. We have commitments from surety providers in the amount of $336 million as of June 30, 2026, that primarily consist of escrow and subsidy related bonds.
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.
There have been no changes in our critical accounting estimates and assumptions included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 except as follows.
Business Combinations
We account for our business combinations in accordance with the acquisition method of accounting. We allocate the purchase price of a business acquisition to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. Any excess of the purchase consideration over the fair value of the identified assets and liabilities acquired is recognized as goodwill and if the fair value of assets acquired and liabilities assumed exceeds the purchase consideration a gain on bargain purchase is recognized. The fair value of net assets is the
46
Table of Contents
fair value assigned to the assets acquired reduced by the fair value assigned to liabilities assumed and noncontrolling interest. In determining the fair values of assets acquired and liabilities assumed and noncontrolling interest, we use various recognized valuation methods including discounted cash flow models, and the income, cost and market approaches. We utilize independent valuation specialists under our supervision for certain of our assignments of fair value. We record the net assets and results of operations of an acquired entity in our condensed consolidated financial statements from the acquisition date through period-end. We expense acquisition-related expenses as incurred and include such expenses within Acquisition and integration-related expense on our condensed consolidated statements of income. See Note 3: Acquisition for additional information.
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.
47
Table of Contents
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 second quarter of 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
48
Table of Contents
PART II OTHER INFORMATION
Item 1.    Legal Proceedings
Information with respect to this item may be found in Note 18: 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 June 30, 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
(c) Issuer Purchases of Equity Securities
During the three months ended June 30, 2026, we repurchased the following shares:

PeriodTotal Number of Shares PurchasedAverage Price Paid Per ShareTotal 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)
April 1 - April 30, 20261,189,357 $45.02 1,189,357 $224,093,826 
May 1 - May 31, 2026625,424 49.09 625,424 193,393,647 
June 1 - June 30, 20261,298,791 50.66 1,298,791 127,593,670 
Total3,113,572 $48.19 3,113,572 
(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.
The number of shares that we repurchased includes 750,000 shares that we repurchased from the Selling Stockholders on June 4, 2026 in connection with the offer and sale by the Selling Stockholders of 5,000,000 shares of our common stock that they owned in an underwritten public offering. See Note 16: Related Party Transactions for additional information.
From July 1, 2026 through July 23, 2026, we repurchased approximately 0.5 million shares for $25 million. As of July 23, 2026, we had $103 million of remaining availability under the 2025 Repurchase Plan.
49
Table of Contents
Item 3.    Defaults Upon Senior Securities
None.
Item 4.    Mine Safety Disclosures
Not applicable.
Item 5.    Other Information
(c) Rule 10b5-1 Trading Arrangements.
On May 22, 2026, Charles R. Corbin, the Company’s Senior Executive Vice President, General Counsel and Corporate Operations, adopted a Rule 10b5-1 trading arrangement, as such term is defined in Item 408(a) of Regulation S-K, for the sale of the Company’s common stock (the “Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The 10b5-1 Trading Plan provides for the potential exercise of vested stock options granted to Mr. Corbin on May 10, 2018, March 5, 2019 and March 22, 2021 and the associated sale of up to 60,401 shares of common stock. The 10b5-1 Trading Plan expires on May 21, 2027 or upon the earlier execution of all transactions under the 10b5-1 Trading Plan.
50
Table of Contents
Item 6.    Exhibits
Exhibit
No.		Description
3.1
3.2
3.3
10.1
10.2
10.3*
10.4*
10.5*
10.6*
10.7*
31.1*
31.2*
32.1*
32.2*
51
Table of Contents
101.NSInline 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.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Calculation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
101.LABInline XBRL Taxonomy Label Linkbase Document.
101.PREInline XBRL Taxonomy Presentation Linkbase Document.
104The 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

52
Table of Contents
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 July 2026.
HILTON GRAND VACATIONS INC.
By:/s/ Mark D. Wang
Name:Mark D. Wang
Title:
Chief Executive Officer
By:/s/ Daniel J. Mathewes
Name:Daniel J. Mathewes
Title:
President and Chief Financial Officer
53


Form for Employees (other than CEO)
RESTRICTED STOCK UNIT AGREEMENT
HILTON GRAND VACATIONS INC. 2023 OMNIBUS INCENTIVE PLAN


AWARD NOTICE

The Participant has been granted Restricted Stock Units (or “RSUs”) with the terms set forth in this Award Notice and subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement, including its appendices, to which this Award Notice is attached. Capitalized terms used and not defined in this Award Notice shall have the meanings set forth in the Restricted Stock Unit Agreement and the Plan.

Participant:

Date of Grant:

Restricted Stock Units Granted:        RSUs

Vesting Schedule: Please refer to Appendix: Vesting Schedule

The vesting schedule for the RSUs is set forth on “Appendix: Vesting Schedule” attached hereto, and the RSUs shall vest subject to the Restricted Stock Unit Agreement and the Participant’s continued employment or service through the applicable vesting date.
LEGAL/51527334v1
LEGAL02/44151424v1


Form for Employees (other than CEO)

RESTRICTED STOCK UNIT AGREEMENT
HILTON GRAND VACATIONS INC. 2023 OMNIBUS INCENTIVE PLAN

This Restricted Stock Unit Agreement, effective as of the Date of Grant (as defined below), is between Hilton Grand Vacations Inc., a Delaware corporation (the “Company”), and the Participant (as defined below).

WHEREAS, the Company has adopted the Hilton Grand Vacations Inc. 2023 Omnibus Incentive Plan (as it may be amended, the “Plan”) to provide a means through which the Company and the other members of the Company Group may attract and retain key personnel and to provide a means whereby officers, employees, consultants and advisors of the Company and the other members of the Company Group can acquire and maintain an equity interest in the Company or receive an incentive award;

WHEREAS, the Participant is an employee or consultant of the Company or another member of the Company Group; and
WHEREAS, the Committee has determined to grant RSUs to the Participant as provided for herein, and the Company and the Participant hereby wish to memorialize the terms and conditions applicable to the RSUs.

NOW, THEREFORE, the parties hereto agree as follows:
1.Definitions. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan. In addition to other terms defined herein, the following terms shall have the following meanings for purposes of this Agreement:
(a)“Agreement” shall mean this Restricted Stock Unit Agreement including (unless the context otherwise requires) the Award Notice, the restrictive covenants attached hereto as Appendix A and the appendices for non-U.S. Participants attached hereto as Appendix B and Appendix C.
(b)“Award Notice” shall mean the notice to the Participant found on the cover page to this Agreement.
(c)“Date of Grant” shall mean the “Date of Grant” listed in the Award Notice.
(d)“Participant” shall mean the “Participant” listed in the Award Notice.
(e)“Restrictive Covenant Violation” shall mean the Participant’s breach of the Restrictive Covenants listed on Appendix A or any covenant regarding confidentiality, competitive activity, solicitation of the Company’s vendors, suppliers, customers or employees or any similar provision applicable to or agreed to by the Participant.
(f)“Retirement” shall mean the Participant’s termination of employment with the Company Group, other than (i) for Cause or while grounds for Cause exist, (ii) due to the Participant’s death or (iii) due to or during the Participant’s Disability, in each case, following the date on which both (X) the Participant attained the age of 55 years old and (Y) the number of
LEGAL/51527334v1
LEGAL02/44151424v1


Form for Employees (other than CEO)
completed years of the Participant’s employment with any member(s) of the Company Group (including any predecessor of a
LEGAL/51527334v1
LEGAL02/44151424v1


Form for Employees (other than CEO)
member thereof, including, for the avoidance of doubt, employment by Hilton Worldwide and its affiliates prior to January 3, 2017) is at least ten (10).
(g)“RSUs” shall mean that number of restricted stock units listed in the Award Notice as “Restricted Stock Units Granted.”
(h)“Shares” shall mean a number of shares of the Company’s Common Stock equal to the number of RSUs.
2.Grant of Units. The Company hereby grants the RSUs to the Participant, each of which represents the right to receive one Share upon vesting of such RSU, subject to and in accordance with the terms, conditions and restrictions set forth in the Plan, the Award Notice, and this Agreement.
3.RSU Account. The Company shall cause an account (the “Unit Account”) to be established and maintained on the books of the Company to record the number of RSUs credited to the Participant under the terms of this Agreement. The Participant’s interest in the Unit Account shall be that of a general, unsecured creditor of the Company.

4.Vesting; Settlement; Tax Withholding.
(a)The RSUs shall become vested in accordance with the schedule set forth on the Award Notice and the provisions herein.
(b)The Company shall deliver to the Participant one share of Common Stock for each RSU (as adjusted under the Plan), pursuant to Section 4(c) below, and each such vested RSU shall be cancelled upon delivery.
Shares, free and clear of all restrictions, shall be issued to the Participant (or his beneficiary) only in the event, and to the extent, that the RSUs have vested and been earned as provided in the Award Notice and in the Agreement. Upon vesting of the RSUs, Shares shall be issued to the Participant (or his beneficiary) within 70 days following the applicable vesting date set forth in the Award Notice. Notwithstanding the foregoing, the following provisions shall apply: (i) any Shares earned and vested due to termination of employment or service as provided in Section 5(c) shall be paid within 70 days following the Participant’s Termination Date; (ii) any Shares earned and vested following Retirement as provided in Section 5(d) shall be paid within 70 days following the applicable vesting date set forth in the Award Notice; and (iii) any Shares earned and vested as a result of a Change of Control as provided in Section 5(g) shall be paid within 70 days following the date of the Change of Control event. If the 70-day period described herein begins in one calendar year and ends in another, the Participant (or his beneficiary) shall not have the right to designate the calendar year of the payment (except as otherwise provided below with respect to a delay in payments if the Participant is a “specified employee”). Further, if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Participant (or his beneficiary), the payment will be treated as made within the applicable 70-day time period specified herein if the payment is made during the first taxable year of the Participant in which the calculation of the amount of the payment is administratively practicable or otherwise in accordance with Code Section 409A. Notwithstanding the foregoing, if the Participant is or may be a “specified employee” (as defined under Code Section 409A), and the distribution is considered deferred compensation under Code Section 409A, then such distribution if made due to separation from service shall be subject to delay as provided in Section 14(u) of the Plan (or any successor provision thereto).
LEGAL/51527334v1
2


Form for Employees (other than CEO)

(c)The Participant shall be required to pay to the Company or, if different, the Service Recipient, an amount in cash (by check or wire transfer) equal to the aggregate amount of any income, employment and/or other applicable taxes (the “Withholding Taxes”) that are statutorily required to be withheld in respect of the RSUs. Alternatively, the Company may elect, in its sole discretion, to satisfy this requirement by withholding such amount from any cash compensation or other cash amounts owing to a Participant. Without limiting the foregoing, the Committee may (but is not obligated to), in its sole discretion, permit or require the Participant to satisfy, all or any portion of the minimum Withholding Taxes that are statutorily required to be withheld with respect to the RSUs by (i) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest) having an aggregate Fair Market Value equal to such minimum statutorily required Withholding Taxes (or portion thereof); or (ii) having the Company withhold from the Shares otherwise issuable or deliverable to, or that would otherwise be retained by, the Participant upon the vesting of the RSUs, a number of Shares with an aggregate Fair Market Value equal to an amount not in excess of such minimum statutorily required Withholding Taxes (or portion thereof). Notwithstanding the foregoing, the Committee, subject to its having considered the applicable accounting impact of any such determination, has full discretion to allow the Participant to satisfy, in whole or in part, any additional Withholding Taxes payable by him or her with respect to the RSUs by electing to have the Company withhold from the Shares issuable to the Participant upon the vesting of the RSUs, a number of Shares having an aggregate Fair Market Value that is greater than the applicable minimum required statutory Withholding Taxes (but such withholding may in no event be in excess of the maximum statutory withholding amount(s) in the Participant’s relevant tax jurisdiction). Further, for non-U.S. Participants, the Company may withhold from the Shares issuable to such non-U.S. Participant upon the vesting of the RSUs, a number of Shares having an aggregate Fair Market Value up to the maximum statutory withholding amount(s) in the non-U.S. Participant’s relevant tax jurisdiction.
(d)The Company shall pay any costs incurred in connection with issuing the Shares. Upon the issuance of the Shares to the Participant, the Participant’s Unit Account shall be eliminated. Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to issue or transfer the Shares as contemplated by this Agreement unless and until such issuance or transfer shall comply with all relevant provisions of law and the requirements of any stock exchange on which the Company’s shares are listed for trading.
5.Termination of Employment or Service.

(a)Subject to the provisions of this Section 5, if the Participant’s employment with or service to the Company Group terminates for any reason, the unvested RSUs shall terminate as of the effective date of termination (the “Termination Date”).
(b)If the Participant’s employment or service is terminated (i) by the Service Recipient for Cause or by the Participant when grounds existed for Cause at the time thereof (as determined by the Committee), or (ii) by the Service Recipient by reason of the Participant having engaged in Detrimental Activity (which includes, for purposes of this Agreement, any violation of Company policy, including but not limited to the Code of Conduct and trade secrets policy), then the unvested RSUs shall terminate as of the Termination Date and Participant shall forfeit the number of shares of Common Stock acquired pursuant to previously-vested RSUs (or, if all or some of such shares have been sold, Participant shall pay to the Company the value realized upon such sale).
LEGAL/51527334v1
3


Form for Employees (other than CEO)
(c)All RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 if the Participant’s employment with or service to the Company Group shall be terminated:
(i)by the Company due to or during the Participant’s Disability or due to the Participant’s death; or
(ii)by the Company other than for Cause or by the Participant for Good Reason if such termination of the Participant’s employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder).
(d)Except as otherwise provided in this Section 5, if the Participant’s employment with the Company Group shall terminate due to Retirement, any unvested RSUs as of the Termination Date shall continue to vest following the Termination Date in accordance with the vesting schedule listed in the Award Notice as if the Participant remained employed or in service so long as no Restrictive Covenant Violation occurs, as determined by the Committee, or its designee, in its sole discretion, prior to the applicable vesting date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to each applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs is not at least six months prior to the date of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination Date.
(e)For purposes of this Section 5, “Good Reason” means the occurrence of any of the following, without the Participant’s written consent:
(i)a material diminution in the Participant’s base salary;
(ii)a material diminution in the Participant’s authority, duties, responsibilities or position; or
(iii)a permanent reassignment by the Company or the Service Recipient of the Participant’s primary office to a location that is more than 100 miles from the Participant’s assigned primary office
provided, however, that a termination by the Participant for any of the reasons listed in (i) through
(iii) above shall not constitute a termination for Good Reason unless the Participant shall first have delivered to the Company written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than 60 days after the initial occurrence of such event), and the Company fails to cure such event within 30 days after receipt of this written notice. The Participant’s employment must be terminated for Good Reason within 120 days after the occurrence of an event of Good Reason.
(f)The Participant’s rights with respect to the RSUs shall not be affected by any change in the nature of the Participant’s employment or service so long as the Participant continues to be an employee or consultant, respectively, of the Company Group. Whether (and the circumstances under which) employment or service has terminated and the determination of the Termination Date for the purposes of this Agreement shall be determined by the Committee (or, with respect to any Participant who is not a director or “officer” as defined under Rule 16a-1(f) of the Exchange Act, such action may also be taken by its designee, in each case whose good faith
LEGAL/51527334v1
4


Form for Employees (other than CEO)
determination shall be final, binding and conclusive; provided, that such designee may not make any such determination with respect to the designee’s own employment for purposes of the RSUs).
(g)Without limiting the effect of Section 5(c)(ii) herein, in the event of a Change in Control, all RSUs shall become immediately fully vested as of the date of a Change in Control and settled in accordance with Section 4 to the extent that the successor or surviving company in the Change in Control event does not assume or substitute for the RSUs (or in which the Company is the ultimate parent corporation and does not continue the RSUs) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Committee) as RSUs outstanding under the Plan immediately prior to the Change in Control event.
6.Dividend Equivalents. A Participant holding unvested RSUs shall be entitled to be credited with dividend equivalent payments (upon the payment by the Company of dividends on Shares), which shall accrue in cash without interest (unless otherwise elected by the Committee) and shall be delivered in cash (unless the Committee in its sole discretion, elects to settle such amount in shares of Common Stock, other securities, other Awards or other property having a Fair Market Value as of the settlement date equal to the amount of such dividends). Accrued dividend equivalents shall not be paid unless and until the underlying RSUs (or portion thereof) have vested and/or been earned. Any such dividend equivalents in respect of unearned or unvested RSUs shall be paid within fifteen (15) days after the RSUs are earned or vested and become payable or distributable unless the Committee determines otherwise.

7.Restrictions on Transfer. The Participant may not assign, alienate, pledge, attach, sell or otherwise transfer or encumber the RSUs or the Participant’s right under the RSUs to receive Shares (unless such transfer is specifically required pursuant to a domestic relations order or by applicable law), other than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against any member of the Company Group; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.
8.No Right to Continued Employment or Service. Neither the Plan, the Agreement nor any action taken thereunder or hereunder shall be construed as giving the Participant any right to be retained in the employ or service of the Service Recipient or any other member of the Company Group. The Service Recipient or any other member of the Company Group may at any time dismiss the Participant from employment or discontinue any consulting relationship, free from any liability or claim under the Plan or this Agreement, unless otherwise expressly provided in the Plan or this Agreement.
9.No Rights as a Stockholder. Except as otherwise provided in the Plan or this Agreement, the Participant shall not be entitled to the privileges of ownership in respect of the Shares until the Shares have been issued or delivered to the Participant.

10.Adjustments. The terms of this Agreement, including the RSUs, the Participant’s Unit Account, any dividend equivalent payments accrued pursuant to Section 6 and/or the Shares, shall be subject to adjustment in accordance with Section 12 of the Plan. This paragraph shall also apply with respect to any extraordinary dividend or other extraordinary distribution in respect of the Company’s Common Stock (whether in the form of cash or other property) to the extent provided in the Plan.

11.Award Subject to Plan. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The RSUs granted hereunder
LEGAL/51527334v1
5


Form for Employees (other than CEO)
are subject to the Plan. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference. Unless the Committee determines otherwise, in the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan shall govern and prevail.

12.Severability. If any provision of the Plan or this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to the Participant or the RSUs, or would disqualify the Plan or the RSUs under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Agreement such provision shall be construed or deemed stricken as to such jurisdiction, the Participant or the RSUs and the remainder of the Plan and this Agreement shall remain in full force and effect.

13.Governing Law; Waiver of Jury Trial; Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof; provided, however, that Appendix A (Restrictive Covenants) shall be governed by and construed in accordance with the internal laws of the State of Florida applicable to contracts made and performed wholly within the State of Florida, without giving effect to the conflict of laws provisions thereof. The Participant hereby irrevocably waives all right to a trial by jury in any suit, action or other proceeding instituted by or against such Participant in respect of the Participant’s rights or obligations hereunder. Any suit, action or proceeding with respect to this Agreement (or any provision incorporated by reference), or any judgment entered by any court in respect of any thereof, shall be brought only in any court of competent jurisdiction in the State of Florida, and each of the Participant, the Company, and any transferees who hold RSUs pursuant to a valid assignment, hereby submit to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding, or judgment. Each of the Participant, the Company, and any transferees who hold RSUs pursuant to a valid assignment hereby irrevocably waive (a) any objections which he or she may now or hereafter have to the laying of the venue of any suit, action, or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Florida and (b) any claim that any such suit, action, or proceeding brought in any such court has been brought in any inconvenient forum.

14.Language. If the Participant has received a copy of this Agreement (or the Plan or any other document related hereto or thereto) translated into a language other than English, such translated copy is qualified in its entirety by reference to the English version thereof, and in the event of any conflict the English version shall govern.
15.Successors in Interest. Any successor to the Company shall have the benefits of the Company under, and be entitled to enforce, this Agreement. Likewise, the Participant’s legal representative shall have the benefits of the Participant under, and be entitled to enforce, this Agreement. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be final, binding and conclusive upon the Participant’s heirs, executors, administrators and successors.
16.Data Privacy Consent.

The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant's personal data as described in this Agreement and any other RSU grant materials by and among, as applicable, the Service Recipient, the
LEGAL/51527334v1
6


Form for Employees (other than CEO)
Company and other members of the Company Group for the purpose of implementing, administering and managing the Plan.
Participant understands that the Company and the Service Recipient may hold certain personal information about the Participant, including, but not limited to, the Participant's name, home address, email address and telephone number, date of birth, passport, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all stock options, restricted stock units or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant's favor (“Data”), for the purpose of implementing, administering and managing the Plan.
The Participant understands that Data will be transferred to any third parties as may be selected by the Company (presently or in the future), which assist the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Participant understands that if the Participant resides outside the United States the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Participant's local human resources representative. The Participant authorizes the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purpose of implementing, administering and managing the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Plan. The Participant understands that if the Participant resides outside the United States, the Participant may, at any time, view Data, request information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant's local human resources representative. Further, the Participant understands that the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant's consent, the Participant's employment status or service with the Service Recipient will not be affected; the only consequence of refusing or withdrawing the Participant's consent is that the Company may not be able to grant options or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant's consent may affect the Participant's ability to participate in the Plan.
For more information on the consequences of the Participant's refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant's local human resources representative.
17.Restrictive Covenants. The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates, that the Participant shall be allowed access to confidential and proprietary information (including but not limited to trade secrets) about those businesses, as well as access to the prospective and actual customers, suppliers, investors, clients and partners involved in those businesses, and the goodwill associated with the Company and its Affiliates. Participant accordingly agrees to the provisions of Appendix A to this Agreement (the “Restrictive Covenants”). For the avoidance of doubt, the Restrictive Covenants contained in this Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants or agreements between the Participant and the Company or any of its Affiliates.
LEGAL/51527334v1
7


Form for Employees (other than CEO)
18.Repayment of Proceeds; Clawback Policy; Compliance with Ownership and Other Policies or Agreements.
(a)If a Restrictive Covenant Violation occurs or the Company discovers after a termination of employment or service that grounds existed for Cause at the time thereof, then the Participant shall be required, unless the Committee determines otherwise, in addition to any other remedy available (on a non-exclusive basis), to pay to the Company, within 10 business days of the Company’s request to the Participant therefor, an amount equal to the aggregate after-tax proceeds (taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment) the Participant received upon the sale or other disposition of, or distributions in respect of, the RSUs and any Shares or cash issued in respect thereof. Any reference in this Agreement to grounds existing for a termination of employment or service with Cause shall be determined without regard to any notice period, cure period or other procedural delay or event required prior to finding of or termination with Cause.
LEGAL/51527334v1
8


Form for Employees (other than CEO)
(b)The RSUs shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) any clawback, forfeiture or other similar policy adopted by the Board or the Committee and as in effect from time to time and (ii) applicable law. Further, to the extent that the Participant receives any amount in excess of the amount that the Participant should otherwise have received under the terms of this Agreement for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), the Participant shall be required to repay any such excess amount to the Company.
(c)Without limiting the terms of the Plan, and as a condition to receiving the RSUs or any benefit hereunder, the Participant agrees that he or she shall abide by all provisions of any equity retention policy, stock ownership guidelines and/or other policies adopted by the Company or an Affiliate, each as in effect from time to time and to the extent applicable the Participant.
19.Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting this Agreement and the grant of the RSUs contemplated hereunder, the Participant expressly acknowledges that (a) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) the grant of RSUs is a one-time benefit that does not create any contractual or other right to receive future grants of RSUs or other Awards under the Plan, or benefits in lieu of RSUs; (c) all determinations with respect to future grants of RSUs, if any, including the grant date, the number of Shares granted and the applicable vesting terms, shall be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the value of the RSUs is an extraordinary item of compensation that is outside the scope of the Participant’s employment or consulting contract, if any, and nothing can or must automatically be inferred from such employment or consulting contract or its consequences; (f) grants of RSUs are not part of normal or expected compensation for any purpose and are not to be used for calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, the Participant waives any claim on such basis, and for the avoidance of doubt, the RSUs shall not constitute an “acquired right” under the applicable law of any jurisdiction; and (g) the future value of the underlying Shares is unknown and cannot be predicted with certainty. In addition, the Participant hereby waives any claim to continued vesting of the RSUs or to damages or severance entitlement related to non-continuation of the RSUs beyond the period provided under the Plan or this Agreement, except to the extent of any provision to the contrary in any written employment contract or other agreement between the Service Recipient and/or any member of the Company Group and the Participant, whether any such agreement is executed before, on or after the Date of Grant.

20.Amendment of Agreement. The Committee may, to the extent consistent with the terms of the Plan and this Agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any RSUs granted hereunder or this Agreement, prospectively or retroactively (including after the Participant’s Termination); provided, that, other than as provided in the Plan, any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant with respect to the RSUs granted hereunder shall not to that extent be effective without the consent of the Participant; provided, further, that in no event shall any such amendment alter the Minimum Vesting Condition.
21.Award Administrator. The Company may from time to time designate a third party (an “Award Administrator”) to assist the Company in the implementation, administration and management of the Plan and any RSUs granted thereunder, including, but not limited to, by sending
LEGAL/51527334v1
9


Form for Employees (other than CEO)
award notices on behalf of the Company to Participants, and by facilitating through electronic means acceptance of agreements by Participants.
LEGAL/51527334v1
10


Form for Employees (other than CEO)
22.Section 409A of the Code.
(a)Notwithstanding any provision of the Plan or this Agreement to the contrary, it is intended that the provisions of this Agreement comply with, or be exempt from, Section 409A of the Code, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of the Participant in connection with this Agreement (including any taxes and penalties under Section 409A of the Code), and neither the Service Recipient nor any other member of the Company Group shall have any obligation to indemnify or otherwise hold the Participant (or any beneficiary) harmless from any or all such taxes or penalties. If the RSUs are considered “deferred compensation” subject to Section 409A of the Code, references in this Agreement to “termination of employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A of the Code. For purposes of Section 409A of the Code, each of the payments that may be made in respect of the RSUs shall be deemed as separate payments.
(b)Notwithstanding anything in the Plan or this Agreement to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A of the Code, no payments in respect of any RSU that is “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six (6) months after the date of the Participant’s “separation from service” or, if earlier, the date of the Participant’s death. Following any applicable six (6) month delay, all such delayed payments shall be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day.
(c)Unless otherwise provided otherwise by the Committee in this Agreement or otherwise, in the event that the timing of payments in respect of the RSUs (that would otherwise be considered “deferred compensation” subject to Section 409A of the Code) would be accelerated upon the occurrence of (i) a Change in Control, no such acceleration shall be permitted (to the extent required under Section 409A) unless the event giving rise to the Change in Control satisfies the definition of a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the Code or (ii) a Disability, no such acceleration shall be permitted unless the Disability also satisfies the definition of “Disability” pursuant to Section 409A of the Code if and to the extent required under Section 409A of the Code.
23.Restriction on Restricted Stock Unit Award and Shares. The obligation of the Company to settle the RSUs in Shares or other consideration shall be subject to all applicable laws, rules and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of this Agreement to the contrary, the Company shall be under no obligation to offer to sell, and shall be prohibited from offering to sell or selling, any Shares underlying the RSUs unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel (if the Company has requested such an opinion), satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act any of the Shares. The Committee shall have the authority to provide that all Shares shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, this Agreement, the Federal securities laws or the rules,
LEGAL/51527334v1
11


Form for Employees (other than CEO)
regulations and other requirements of the Securities and Exchange Commission, any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or quoted and any other applicable Federal, state, local or non-U.S. laws, rules, regulations and other requirements, and, without limiting the
LEGAL/51527334v1
12


Form for Employees (other than CEO)
generality of the Plan, the Committee may cause a legend or legends to be put on certificates representing the Shares. Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right to add any additional terms or provisions to the Restricted Stock Unit Award that the Committee, in its sole discretion, deems necessary or advisable in order that this Agreement complies with the legal requirements of any governmental entity to whose jurisdiction this Agreement is subject. The Committee may cancel the RSUs or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company’s acquisition of shares of Common Stock from the public markets, the Company’s issuance of the Shares to the Participant, the Participant’s acquisition of the Shares from the Company and/or the Participant’s sale of Common Stock to the public markets, illegal, impracticable or inadvisable. If the Committee determines to cancel all or any portion of the RSUs in accordance with the foregoing, the Company shall, subject to any limitations or reductions as may be necessary to comply with Section 409A of the Code, provide the Participant with a cash payment or equity subject to deferred vesting and delivery consistent with the vesting restrictions applicable to the RSUs.
24.Book Entry Delivery of Shares. Whenever reference in this Agreement is made to the issuance or delivery of certificates representing one or more Shares, the Company may elect to issue or deliver such Shares in book entry form in lieu of certificates.
25.Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
26.Acceptance and Agreement by the Participant; Forfeiture upon Failure to Accept. By accepting the RSUs (including through electronic means), the Participant agrees to be bound by the terms, conditions and restrictions set forth in the Plan, this Agreement and the Company’s policies, as in effect from time to time, relating to the Plan. The Participant’s rights under the RSUs will lapse ninety (90) days from the Date of Grant, and the RSUs will be forfeited to the Company on such date, if the Participant shall not have accepted this Agreement by such date. For the avoidance of doubt, the Participant’s failure to accept this Agreement shall not affect the Participant’s continuing obligations under any other agreement between the Company and the Participant.
27.No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
28.Appendices For Non-U.S. Participants. Notwithstanding any provisions in this Agreement, Participants residing and/or working outside the United States shall be subject to the Terms and Conditions for Non-U.S. Participants attached hereto as Appendix B and to any Country-Specific Terms and Conditions for the Participant’s country attached hereto as Appendix C. If the Participant relocates from the United States to another country, the Terms and Conditions for Non-U.S. Participants and the applicable Country-Specific Terms and Conditions shall apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Moreover, if the Participant relocates between any of the countries included in the Country-Specific Terms and Conditions, the special terms and conditions for such country shall apply to the Participant, to the extent the Company determines that the application of such
LEGAL/51527334v1
13


Form for Employees (other than CEO)
terms and conditions is necessary or advisable for legal or administrative reasons. The Terms and Conditions for Non-U.S.
LEGAL/51527334v1
14


Form for Employees (other than CEO)
Participants and the Country-Specific Terms and Conditions constitute part of this Agreement.
29.Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
30.Right of Offset. The Company shall have the right to offset against its obligation to deliver Shares under this Agreement any outstanding amounts (including, without limitation, travel and entertainment or advance account balances, loans, repayment obligations under any Awards or amounts repayable to the Company pursuant to tax equalization, housing, automobile or other employee programs) that the Participant then owes to any member of the Company Group and any amounts the Committee otherwise deems appropriate pursuant to any tax equalization policy or agreement. Notwithstanding the foregoing, if the RSUs are “deferred compensation” subject to Section 409A of the Code, the Committee shall have no right to offset against its obligation to deliver Shares under this Agreement if such offset could subject the Participant to the additional tax imposed under Section 409A of the Code in respect of the RSUs.
31.Waiver. The Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant or any other participant in the Plan.
32.Rules of Construction. Headings are given to the section of this Agreement solely as a convenience to facilitate reference. The reference to any statute, regulation or other provision of law shall (unless the Administrator determines otherwise) be construed to refer to any amendment to or successor of such provision of law.
33.Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one in the same agreement.
34.Detrimental Activity. Notwithstanding anything to the contrary contained herein, if the Committee determines, in its sole discretion, that Participant has engaged in Detrimental Activity (which includes, for purposes of this Agreement, any violation of Company policy, including but not limited to the Code of Conduct and the trade secrets policy), then Participant shall (i) forfeit any unvested RSUs, and (ii) forfeit the number of shares of Common Stock acquired pursuant to previously-vested RSUs (or, if all or some of such shares have been sold, Participant shall pay to the Company the value realized upon such sale).
35.Opportunity to Review. Participant acknowledges that the Company has provided Participant with at least seven (7) days to consider the terms of this Agreement before the offer to enter into the Agreement expired, and that to the extent Participant signs this Agreement before the end of such review period, Participant is doing so voluntarily.
THE COMPANY HEREBY ADVISES PARTICIPANT OF THE RIGHT TO SEEK LEGAL COUNSEL BEFORE EXECUTION OF THIS AGREEMENT.
PARTICIPANT ACKNOWLEDGES THAT IN THE COURSE OF PARTICIPANT’S EMPLOYMENT OR SERVICE WITH THE COMPANY, PARTICIPANT WILL RECEIVE CONFIDENTIAL INFORMATION AND CUSTOMER RELATIONSHIPS OF THE COMPANY; THAT PARTICIPANT HAS CAREFULLY READ THIS AGREEMENT; THAT THE COMPANY HAS ADVISED PARTICIPANT OF THE RIGHT TO SEEK LEGAL COUNSEL BEFORE EXECUTING THIS



Form for Employees (other than CEO)
AGREEMENT AND HAS CONSULTED WITH AN ATTORNEY OF HIS OR HER CHOOSING TO THE EXTENT PARTICIPANT DESIRES LEGAL ADVICE REGARDING THIS AGREEMENT; AND THAT PARTICIPANT UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT, INCLUDING ALL APPENDICES.
[Signatures follow]




















11



Form for Employees (other than CEO)
IN WITNESS WHEREOF, the parties have caused this Agreement to be effective as of the Date of Grant.

HILTON GRAND VACATIONS INC.

By:         Mark D. Wang
President and Chief Executive Officer


Acknowledged and Agreed:



__________________________________
Participant Signature



Form for Employees (other than CEO)
APPENDIX A
Restrictive Covenants
1.Non-Competition; Non-Solicitation.1
(a)Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows:
(i)(i) During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (such period combined with the Employment Term, the “Restricted Period”), Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in connection with the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or service.
(ii)During the Restricted Period, Participant shall not directly or indirectly, within the United States or any other territory where Participant is working on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or service (if the conduct occurs while Participant is still employed or engaged by the Company or any of its Affiliates) or the date of Participant’s termination of employment or service (if the conduct occurs after Participant is no longer employed or engaged by the Company or any of its Affiliates), as applicable:
(A)engage in the Business providing services for a Competitor in the nature of the services Participant provided to the Company at any time in the three-year period prior to the termination of Participant’s employment or service;
(B)engage in the Business in a role in which it is reasonably likely Participant would use Confidential Information or customer relationships of the Restricted Group;
(C)enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business;
(D)acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(E)intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
1 In compliance with California Business and Professions Code Section 16600.1, Section 1 of this Appendix A, with the exception of Section 1(a)(iv)(A), shall not apply to any Participant that is a resident of the state of California (a “California Resident”). The Company will not attempt to enforce Section 1 of this Appendix A, other than Section 1(a)(iv)(A) thereof, if the Participant is a California Resident.



Form for Employees (other than CEO)
(iii)Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person.
(iv)During the Restricted Period, Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A)solicit or encourage any employee of the Restricted Group to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or
(B)hire any employee of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business.
(v)For purposes of this Agreement:
(A)“Restricted Group” shall mean the Company Group and, to the extent engaged in the Business, its Affiliates; provided, however, that for the purposes of this definition, an “Affiliate” shall not include any portfolio company of The Blackstone Group
L.P. or its Affiliates (other than the Company Group).
(B)“Business” shall mean the business of owning, financing, developing, redeveloping, managing, marketing, operating, licensing, leasing or franchising vacation, timeshare or lodging properties, and natural ancillary business products and services related to such business, including, without limitation, membership services, exchange programs, rental programs, and provision of amenities.
(C)“Competitor” shall mean any person or entity engaged in the Business. Such term shall also include, with respect to any person that is not primarily engaged in the Business, any subsidiary or affiliate of such person that is engaged in the Business, including any such subsidiary or affiliates that becomes, or has become, a separate, independent company or partially-owned company (either via “spin-off” or otherwise), and such company is engaged in the Business.
(b)It is expressly understood and agreed that although Participant and the Company consider the restrictions contained in this Section 1 to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Appendix A is an unenforceable restriction against Participant, the provisions of this Appendix A shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Appendix A is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. Notwithstanding the foregoing, if Participant’s principal place of employment or service on the date hereof is located in Virginia, then this Section 1(b) of this Appendix A shall not apply following Participant’s termination of employment or service to the extent any such provision is prohibited by applicable Virginia law.
(c)Participant understands and agrees that, if Participant and the Company become involved in legal action regarding the enforcement of this Appendix A and if the Company prevails



Form for Employees (other than CEO)
in such legal action, the Company will be entitled, in addition to any other remedy, to recover from Participant its reasonable costs and attorneys’ fees incurred in connection with such legal action.
(d)The period of time during which the provisions of this Section 1 shall be in effect shall be extended by the length of time during which Participant is in breach of the terms hereof as



Form for Employees (other than CEO)
determined by any court of competent jurisdiction on the Company’s application for injunctive relief. Appendix A - 3
(e)Notwithstanding the foregoing, if Participant’s principal place of employment or service on the date hereof is located in California or any other jurisdiction where any provision of this Section 1 is prohibited by applicable law, then the provisions of this Section 1 shall not apply following Participant’s termination of employment or service to the extent any such provision is prohibited by applicable law.
2.Confidentiality; Non-Disparagement; Intellectual Property; Protected Rights.
(a)Confidentiality.
(i)Participant shall not at any time (whether during or after Participant’s employment with or service to the Company) (x) retain or use for the benefit, purposes or account of Participant or any other Person; or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company or any of its Affiliates (other than its professional advisers who are bound by confidentiality obligations or otherwise in performance of Participant’s duties under Participant’s employment or service and pursuant to customary industry practice), any non-public, proprietary or confidential information (including, without limitation, trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals) concerning the past, current or future business, activities and operations of the Company, its Subsidiaries or Affiliates and/or any third party that has disclosed or provided any of same to the Company on a confidential basis (“Confidential Information”) without the prior written authorization of the Board.
(ii)“Confidential Information” shall not include any information that is (a) generally known to the industry or the public other than as a result of Participant’s breach of this covenant; (b) made legitimately available to Participant by a third party without breach of any confidentiality obligation of which Participant has knowledge; or (c) required by law to be disclosed; provided that, unless otherwise provided under applicable law, with respect to subsection (c), Participant shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment.
(iii)Except as required by law, Participant shall not disclose to anyone, other than Participant’s family (it being understood that, in this Agreement, the term “family” refers to Participant’s spouse, minor children, parents and spouse’s parents) and advisors, the existence or contents of this Agreement; provided that Participant may disclose to any prospective future employer the provisions of this Appendix A. This Section 2(a)(iii) shall terminate if the Company publicly discloses a copy of this Agreement (or, if the Company publicly discloses summaries or excerpts of this Agreement, to the extent so disclosed).
(iv)Upon termination of Participant’s employment with or service to the Company or any of its Affiliates for any reason, Participant shall (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company, its Subsidiaries or Affiliates; and



Form for Employees (other than CEO)
(y) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in Participant’s possession or control (including any of the foregoing stored



Form for Employees (other than CEO)
Appendix A - 4

or located in Participant’s office, home, laptop or other computer, whether or not Company property) that contain Confidential Information, except that Participant may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information.
(v)Participant acknowledges and agrees that the Company and its Affiliates will prosecute any non-confidential disclosure or misappropriation of the Company’s and/or its Affiliates’ trade secrets to the full extent allowed by federal, state and common law. Participant further acknowledges and agrees that Participant has received and understands the following notice concerning immunity from liability for confidential disclosure of a trade secret to the government or in a court filing: Pursuant to the Defend Trade Secrets Act, 18 U.S.C. § 1833, an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(b)Non-Disparagement. During Participant’s Employment Term and at all times thereafter (including following the termination of Participant’s Employment Term for any reason), Participant shall not intentionally make any statement that criticizes, ridicules, disparages or is otherwise derogatory of the Company, any of its Affiliates, or any of their respective officers, directors, stockholders, employees or other service providers, or any product or service offered by the Company or any of its Affiliates; provided, however, that nothing contained in this Section 2(b) shall preclude Participant from providing truthful testimony in any legal proceeding, or making any truthful statement (i) to any governmental agency; (ii) as required or permitted by applicable law or regulation; (iii) as required by court order or other legal process; or (iv) after the Restricted Period, for any legitimate business reason.2
(c)Intellectual Property.
(i)If Participant has created, invented, designed, developed, contributed to or improved any works of authorship, inventions, intellectual property, materials, documents or other work product (including without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials) (“Works”), either alone or with third parties, prior to Participant’s employment or engagement by the Company or any of its Affiliates, that are relevant to or implicated by such employment (“Prior Works”), Participant hereby grants the Company a perpetual, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights and intellectual property rights (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) therein for all purposes in connection with the Company’s current and future business.3

2 For any Participant who is a California Resident, nothing in this Agreement prevents Participant from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Participant has reason to believe is unlawful.
3 For any Participant who is a California Resident, anything herein to the contrary notwithstanding, and subject to Cal. Labor Code § 2870, nothing herein shall apply to an invention that the Participant developed entirely on his or her own time without using the equipment, supplies, facilities, or trade secret information of the Company or any of its Affiliates except for those inventions that either: (1) relate at the time of conception or reduction to practice of the invention to the Company’s or any of its



Form for Employees (other than CEO)
Affiliates’ business, or actual or demonstrably anticipated research or development of them; or (2) result from any work performed by the Participant for the Company or any of its Affiliates.



Form for Employees (other than CEO)
(ii)If Participant creates, invents, designs, develops, contributes to or improves any Works, either alone or with third parties, at any time during Participant’s employment by or service to the Company and within the scope of such employment or service and with the use of any Company resources (“Company Works”), Participant shall promptly and fully disclose same to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company.
(iii)Participant shall take all reasonably requested actions and execute all reasonably requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Prior Works and Company Works. If the Company is unable for any other reason, after reasonable attempt, to secure Participant’s signature on any document for this purpose, then Participant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Participant’s agent and attorney in fact, to act for and in Participant’s behalf and stead to execute any documents and to do all other lawfully permitted acts required in connection with the foregoing.
(iv)Participant shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party. Participant shall comply with all relevant policies and guidelines of the Company that are from time to time previously disclosed to Participant, including regarding the protection of Confidential Information and intellectual property and potential conflicts of interest. Participant acknowledges that the Company may amend any such policies and guidelines from time to time, and that Participant remains at all times bound by their most current version from time to time previously disclosed to Participant.
(d)Protected Rights. Notwithstanding any other provision of this Agreement, (i) nothing in this Agreement or any other agreement prohibits the Participant from reporting possible violations of law or regulation to any governmental agency or entity, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the Congress and any agency Inspector General (the “Government Agencies”), or communicating with Government Agencies or otherwise participating in any investigation or proceeding that may be conducted by Government Agencies, including providing documents or other information, (ii) the Participant does not need the prior authorization of the Company to take any action described in (i), and the Participant is not required to notify the Company that he or she has taken any action described in (i); and (iii) this Agreement does not limit the Participant’s right to receive an award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. Further, notwithstanding the foregoing, the Participant will not be held criminally or civilly liable under any federal, state or local trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.




Form for Employees (other than CEO)

The provisions of Section 2 hereof shall survive the termination of Participant’s employment or service for any reason (except as otherwise set forth in Section 2(a)(iii) hereof).



Form for Employees (other than CEO)
Appendix B - 1

APPENDIX B
HILTON GRAND VACATIONS INC. 2023 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT TERMS AND CONDITIONS FOR NON-U.S. PARTICIPANTS
Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Plan and the Restricted Stock Unit Agreement.
1.Responsibility for Taxes. This provision supplements Section 4(d) of the Restricted Stock Unit Agreement:
(a)The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Service Recipient, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Service Recipient. The Participant further acknowledges that the Company and/or the Service Recipient (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant, vesting or settlement of the RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Service Recipient (or former service recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b)If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of satisfying the Withholding Taxes.
(c)Finally, the Participant agrees to pay to the Company or the Service Recipient, any amount of the Withholding Taxes that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Withholding Taxes.
(d)Notwithstanding anything to the contrary in the Plan or in Section 4(d) of the Restricted Stock Unit Agreement, if the Company is required by applicable law to use a particular definition of fair market value for purposes of calculating the taxable income for the Participant, the Company shall have the discretion to calculate the Shares to be withheld to cover any Withholding Taxes by using either the price used to calculate the taxable income under applicable law or by using the closing price per Share on the New York Stock Exchange (or other principal exchange on which the Shares then trade) on the trading day immediately prior to the date of delivery of the Shares.



Form for Employees (other than CEO)
Nature of Grant. This provision supplements Section 19 of the Restricted Stock Unit Agreement:



Form for Employees (other than CEO)

Appendix B - 2

In accepting the grant of the RSUs, the Participant acknowledges, understands and agrees
that:
(a)the RSU grant and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company or any member of the Company Group;
(b)the RSUs and the Shares subject to the RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation;
(c)unless otherwise agreed with the Company, the RSUs and the Shares subject to the RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of any member of the Company Group.
(d)for purposes of the RSUs, the Termination Date shall be the date the Participant is no longer actively providing services to the Company or any member of the Company Group (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Participant’s right to vest in the RSUs under the Plan, if any, shall terminate as of such date and shall not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the RSUs grant (including whether the Participant may still be considered to be providing services while on a leave of absence);
(e)unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s Common Stock; and
(f)neither the Company nor any member of the Company Group shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.
2.Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that the Participant may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect his or her ability to, directly or indirectly, acquire, sell, or attempt to sell Shares or rights to Shares (e.g., RSUs) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions or Participant’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant is responsible for ensuring compliance with any applicable restrictions and is advised to consult his or her personal legal advisor on this matter.



Form for Employees (other than CEO)
Foreign Asset/Account Reporting; Exchange Controls. The Participant’s country may have certain foreign asset and/or account reporting requirements and/or exchange controls



Form for Employees (other than CEO)

Appendix B - 3

that may affect the Participant’s ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside the Participant’s country. The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. The Participant also may be required to repatriate sale proceeds or other cash received as a result of the Participant’s participation in the Plan to his or her country through a designated bank or broker and/or within a certain time after receipt. The Participant acknowledges that it is his or her responsibility to be compliant with such regulations, and the Participant is advised to consult his or her personal legal advisor for any details.
3.Termination of Employment.    This provision supplements Section 5(d) of the Restricted Stock Unit Agreement:
Notwithstanding anything in this Section 5(d), if the Company receives a legal opinion that there has been a legal judgment and/or legal development in the Participant’s jurisdiction that likely would result in the favorable treatment that applies to the RSUs when the Participant terminates employment as a result of the Participant’s Retirement being deemed unlawful and/or discriminatory, the provisions of this Section 5(d) regarding the treatment of the RSUs when the Participant terminates employment as a result of the Participant’s Retirement shall not be applicable to the Participant and the remaining provisions of this Section 5 shall govern.



Form for Employees (other than CEO)

Appendix C - 1

APPENDIX C
HILTON GRAND VACATIONS INC. 2023 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT COUNTRY-SPECIFIC TERMS AND CONDITIONS
Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Plan, the Restricted Stock Unit Agreement and the Terms and Conditions for Non-U.S. Participants.

Terms and Conditions
This Appendix C includes additional terms and conditions that govern the RSUs if the Participant resides and/or works in one of the countries listed below. If the Participant is a citizen or resident of a country (or is considered as such for local law purposes) other than the one in which the Participant is currently residing and/or working or if the Participant moves to another country after receiving the grant of the RSUs, the Company shall, in its discretion, determine the extent to which the terms and conditions herein shall be applicable to the Participant.
Notifications

This Appendix C also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2017. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information in this Appendix C as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time that the RSUs vest or the Participant sells Shares acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation.

If the Participant is a citizen or resident of a country other than the one in which the Participant is currently residing and/or working (or if the Participant is considered as such for local law purposes) or if the Participant moves to another country after receiving the grant of the RSUs, the information contained herein may not be applicable to the Participant in the same manner.
JAPAN

Notifications
Foreign Asset/Account Reporting Information. If the Participant holds assets (including cash and Shares acquired under the Plan, and possibly RSUs) outside of Japan with a value



Form for Employees (other than CEO)
exceeding ¥50,000,000 (as of December 31 each year), the Participant is required to comply with annual tax reporting obligations with respect to such assets. The Participant is responsible for complying with



Form for Employees (other than CEO)

this reporting obligation, if applicable, and should consult with Participant’s personal tax advisor to ensure that the Participant is properly complying with applicable reporting requirements.
UNITED KINGDOM

Terms and Conditions

Responsibility for Taxes. This provision supplements Section 1 of the Terms and Conditions for Non-U.S. Participants:
Without limitation to Section 1 of the Terms and Conditions for Non-U.S. Participants, the Participant hereby covenants to pay all Tax-Related Items, as and when requested by the Company, the Service Recipient or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Service Recipient against any Tax-Related Items that they are required to pay or withhold on the Participant’s behalf, have paid or will pay to HMRC (or any other tax authority or other relevant authority).




LEGAL/51527334v1


Form for Employees (other than CEO)
Appendix: Vesting Schedule

LEGAL/51527334v1


Form for Non-Employee Directors
RESTRICTED STOCK UNIT AGREEMENT

HILTON GRAND VACATIONS INC.
2023 OMNIBUS INCENTIVE PLAN AWARD NOTICE
The Participant has been granted Restricted Stock Units (or “RSUs”) with the terms set forth in this Award Notice and subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement to which this Award Notice is attached. Capitalized terms used and not defined in this Award Notice shall have the meanings set forth in the Restricted Stock Unit Agreement and the Plan.

Participant:

Date of Grant:

Restricted Stock Units Granted:        RSUs

Vesting Schedule:

The number of RSUs specified above shall become vested on the one-year anniversary of the Date of Grant or, if earlier, the next annual meeting of stockholders at which Directors are elected, subject to the Restricted Stock Unit Agreement and the Participant’s continued service as a member of the Company’s Board of Directors through the vesting date.
LEGAL/51527327v1


Form for Non-Employee Directors
RESTRICTED STOCK UNIT AGREEMENT

HILTON GRAND VACATIONS INC.
2023 OMNIBUS INCENTIVE PLAN

This Restricted Stock Unit Agreement, effective as of the Date of Grant (as defined below), is between Hilton Grand Vacations Inc., a Delaware corporation (the “Company”), and the Participant (as defined below).

WHEREAS, the Company has adopted the Hilton Grand Vacations Inc. 2023 Omnibus Incentive Plan (as it may be amended, the “Plan”) to provide a means through which the Company and the other members of the Company Group may attract and retain members of the Board of Directors of the Company (the “Board”) and to provide a means whereby members of the Board can acquire and maintain an equity interest in the Company;

WHEREAS, the Participant is a director of the Company; and

WHEREAS, the Committee has determined to grant Restricted Stock Units to the Participant as provided for herein, and the Company and the Participant hereby wish to memorialize the terms and conditions applicable to the RSUs.

NOW, THEREFORE, the parties hereto agree as follows:

1.Definitions. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan. In addition to other terms defined herein, the following terms shall have the following meanings for purposes of this Agreement:

(a)“Agreement” shall mean this Restricted Stock Unit Agreement, including (unless the context otherwise requires) the Award Notice.

(b)“Award Notice” shall mean the notice to the Participant found on the cover page hereto.

(c)“Date of Grant” shall mean the “Date of Grant” listed in the Award Notice.

(d)“Participant” shall mean the “Participant” listed in the Award Notice.

(e)“RSUs” shall mean that number of Restricted Stock Units listed in the Award Notice as “Restricted Stock Units Granted.”

(f)“Shares” shall mean a number of shares of the Company’s Common Stock equal to the number of RSUs.

2.Grant of RSUs.

(a)Subject to the terms and conditions of the Plan and the additional terms and conditions set forth in this Agreement, the Company hereby grants to the Participant the number of RSUs appearing on the Award Notice. The RSUs are notional units of measurement denominated in shares of Common Stock. One RSU is equivalent in value to one share of Common Stock.
LEGAL/51527327v1


Form for Non-Employee Directors
(b)Each RSU represents an unfunded, unsecured right to receive one share of Common Stock (subject to Section 3) in the future if the conditions set forth in the Plan and this Agreement are satisfied, and subject to adjustment as provided in the Plan.

3.Settlement of the RSUs. Subject to Section 15 hereof, upon vesting of the RSUs as provided in the Award Notice, the Company shall deliver one share of Common Stock to the Participant (or his beneficiary) (i) within 70 days following the applicable vesting date set forth in the Award Notice and such vested RSU shall be cancelled upon such delivery, or (ii) on such later date irrevocably selected by the Participant in writing and timely filed with the Company (a “Deferred Delivery Date”). Notwithstanding the foregoing, the following provisions shall apply to subsection (i) above: (a) any shares of Common Stock earned and vested due to a termination of service shall be delivered within 70 days following the date of the Participant’s termination of service; (b) any shares of Common Stock earned and vested as a result of a Change in Control shall be delivered within 70 days following the date of the Change in Control event; (c) if the 70-day period described herein begins in one calendar year and ends in another, the Participant (or his beneficiary) shall not have the right to designate the calendar year of the payment; and (d) if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Participant (or his beneficiary), the payment will be treated as made within the applicable 70-day time period specified herein if the payment is made during the first taxable year of the Participant in which the calculation of the amount of the payment is administratively practicable or otherwise in accordance with Code Section 409A.

4.Termination of Service.

(a)If the Participant ceases to be a member of the Board for any reason before the RSUs vest, the unvested RSUs shall immediately become forfeited without any further action by the Company or the Participant and without any payment of consideration therefor.

(b)Notwithstanding Section 4(a) above, the RSUs, to the extent not then vested, shall become fully earned and vested:

(i)upon termination of the Participant’s service due to death or Disability;

(ii)if the successor or surviving company in a Change in Control event does not assume, substitute or continue the RSUs on substantially similar terms or with substantially similar economic benefits as the RSUs outstanding immediately prior to the Change in Control event; or

(iii)if the RSUs are substituted, assumed or continued following a Change in Control event but the Participant’s service is terminated within 12 months following the Change in Control (x) by the Company for any reason other than Cause or (y) by the Participant for Good Reason (as defined below).

(c)Notwithstanding Sections 4(a) and 4(b) above, if at least six months have elapsed since the Date of Grant, the RSUs shall be earned and vested on a pro-rata basis if the Participant’s service is terminated as a result of the Participant’s Retirement. The pro-rata portion of the RSUs that shall vest as a result of a Participant’s Retirement shall be determined by multiplying the total number of RSUs by a fraction (the numerator of which is the number of calendar months that have elapsed from the Date of Grant through the date of Retirement, and the denominator of which is the total number of months over which the RSUs vest) and subtracting from such quotient any RSUs that have previously
LEGAL/51527327v1
3



Form for Non-Employee Directors
vested. Partial months of service shall be treated as whole months for the numerator in this calculation. If fractional units would result from applying the foregoing formula, any factional unit shall be rounded down to the nearest whole number. The Administrator shall have discretion to determine the basis for any termination of the Participant’s service, including but not limited to whether such termination is for Good Reason, not for Cause or Retirement.

(d)For purposes of this Section 4, “Good Reason” means a Participant’s ceasing to serve as a Director of the Company or successor thereto due to the Participant’s failure to be nominated to serve as a director of the Company or the Participant’s failure to be elected to serve as a director of the Company, but not due to the Participant’s decision not to continue service on the Board of Directors of the Company, including any successor, as the case may be. An event or condition that would otherwise constitute “Good Reason” herein shall constitute Good Reason only if the Participant provides written notice to the Company (or its successor) of the initial existence of any or all of the foregoing events or conditions which constitute “Good Reason” within 60 days of the initial existence of such event(s) or condition(s) and the Company does not cure or remedy the event(s) or condition(s) within thirty (30) days after the date of such written notice by the Participant. The Participant’s service must be terminated for Good Reason within 120 days after the occurrence of an event of Good Reason.

(e)For purposes of this Section 4, “Retirement” means retirement from service on the Board in accordance with the retirement policies of the Company applicable to members of the Board.

5.Dividend Equivalents. A Participant holding outstanding RSUs shall be entitled to be credited with dividend equivalent payments (upon the payment by the Company of dividends on shares of Common Stock) either in cash or, in the sole discretion of the Committee, in shares of Common Stock or additional Restricted Stock Units having a Fair Market Value equal to the amount of such dividends (and interest may, in the sole discretion of the Committee, be credited on the amount of cash dividend equivalents at a rate and subject to such terms as determined by the Committee), which accumulated dividend equivalents (and interest thereon, if applicable) shall be payable at the same time as the underlying RSUs are settled in accordance with Section 3 hereof, and, if such RSUs are forfeited, the Participant shall have no right to such dividend equivalent payments.

6.Rights as a Stockholder; Book Entry. The Participant shall not have any rights of a common stockholder of the Company in respect of the RSUs unless and until the Participant receives and becomes the record holder of the shares of Common Stock pursuant to Section 3 above. The Company may recognize the Participant’s ownership of Common Stock through uncertificated book entry. Upon delivery to the Participant of the shares of Common Stock pursuant to Section 3, Participant’s name shall be registered or recorded in stock transfer book and records maintained by the Company or a transfer or clearing agent designated by the Company.

7.Legend. To the extent applicable, all book entries (or certificates, if any) representing shares of Common Stock delivered to the Participant as contemplated by Section 3 above shall be subject to the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which such shares are listed and any applicable Federal or state laws, and the Company may cause notations to be made next to the book entries (or a legend or legends put on certificates, if any) to make appropriate reference to such restrictions. Any such book entry notations (or legends on certificates, if any) shall include a description to the effect of the restrictions set forth in Section 9 below.

LEGAL/51527327v1
4



Form for Non-Employee Directors
8.No Right to Continued Service; No Right to Future Awards. Neither the Plan nor this Agreement nor the granting of the RSUs hereunder shall impose any obligation on the Company or any Affiliate to continue the engagement of the Participant as a member of the Board. Further, the Participant’s service as a member of the Board may be terminated free from any liability or claim under the Plan or this Agreement, unless otherwise expressly provided therein or herein. The grant of the RSUs does not create any obligation to grant further Awards.

9.Transferability.

(a)The RSUs may not at any time be Transferred (as defined below) (unless such Transfer is specifically required pursuant to a domestic relations order or by applicable law) other than by will or by the laws of descent and distribution, and any such purported Transfer shall be void and unenforceable against any member of the Company Group; provided, that the designation of a beneficiary shall not constitute a Transfer.

(b)“Transfer” shall mean (in either the noun or the verb form, including with respect to the verb form, all conjugations thereof within their correlative meanings) with respect to any security, the assignment, alienation, pledge, attachment, sale or other transfer or encumbrance by the Participant.

10.Notices. Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the personnel records of the Company for such Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

11.Choice of Law; Jurisdiction; Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions of any state. The Participant hereby irrevocably waives all right to a trial by jury in any suit, action or other proceeding instituted by or against such Participant in respect of the Participant’s rights or obligations hereunder. Any suit, action or proceeding with respect to this Agreement (or any provision incorporated by reference), or any judgment entered by any court in respect of any thereof, shall be brought in any court of competent jurisdiction in the State of Florida, and each of the Participant, the Company, and any transferees who hold RSUs pursuant to a valid assignment, hereby submit to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding, or judgment. Each of the Participant, the Company, and any transferees who hold RSUs pursuant to a valid assignment hereby irrevocably waive
(a) any objections which he or she may now or hereafter have to the laying of the venue of any suit, action, or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Florida and (b) any claim that any such suit, action, or proceeding brought in any such court has been brought in any inconvenient forum.

12.Restricted Stock Units Subject to Plan. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The RSUs granted hereunder and this Agreement are subject to the Plan. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan shall govern and prevail, unless the Committee determines otherwise. The terms of this Agreement shall not be deemed to be in conflict or inconsistent with the Plan merely because
LEGAL/51527327v1
5



Form for Non-Employee Directors
they impose greater or additional restrictions, obligations or duties, or if this Agreement provides that the Agreement terms apply notwithstanding the provisions to the contrary in the Plan.

Amendment; Waiver. The Committee may, to the extent consistent with the terms of the Plan and this Agreement, waive any conditions or rights under, amend any terms of or alter, suspend, discontinue, cancel or terminate, the RSUs or this Agreement, prospectively or retroactively (including after the Participant’s Termination); provided, that, other than as provided in the Plan, any such waiver,
LEGAL/51527327v1
6



Form for Non-Employee Directors

amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of the Participant with respect to outstanding RSUs shall not to that extent be effective without the consent of the Participant. The waiver by the Company of a breach of any provision of this Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant.

13.Administration. The authority to construe and interpret this Agreement and the Plan, and to administer all aspects of the Plan, shall be vested in the Committee, and the Committee shall have all the powers with respect to this Agreement as are provided in the Plan, including but not limited to the sole authority to determine whether and to what degree the RSUs have been earned and vested. Any interpretation of this Agreement by the Committee and any decision made by it with respect to this Agreement are final and binding.

14.Section 409A of the Code.

(a)It is intended that the provisions of this Agreement comply with, or be exempt from, Section 409A of the Code, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of the Participant in connection with this Agreement (including any taxes and penalties under Section 409A of the Code), and no member of the Company Group shall have any obligation to indemnify or otherwise hold the Participant (or any beneficiary) harmless from any or all of such taxes or penalties.

(b)If the Participant is a “specified employee” within the meaning of Section 409A(2)(B)(i) of the Code, no payments in respect if the RSUs that are “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to the Participant prior to the date that is six (6) months after the date of the Participant’s “separation from service” or, if earlier, the date of the Participant’s death. Following any applicable six (6) month delay, all such delayed payments shall be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day.

(c)Unless otherwise provided by the Committee, in the event that the timing of payments in respect of the RSUs (that would otherwise be considered “deferred compensation” subject to Section 409A of the Code) would be accelerated upon the occurrence of a Change in Control, no such acceleration shall be permitted unless the event giving rise to the Change in Control satisfies the definition of a change in the ownership or effective control of the corporation, or a change in the ownership of a substantial portion of the assets of the corporation, pursuant to Section 409A of the Code if and to the extent required under Section 409A of the Code.

15.Data Privacy Consent. The Participant hereby consents to the collection and processing of personal data relating to the Participant so that the Company and its Affiliates can fulfill their obligations and exercise their rights under the Plan and generally administer and manage the Plan. This data will include, but may not be limited to, data about participation in the Plan and shares offered or received, purchased or sold under the Plan from time to time and other appropriate financial and other data (such as the date on which the RSUs were granted) about the Participant and the Participant’s participation it the Plan.
LEGAL/51527327v1
7



Form for Non-Employee Directors

16.No Advice. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan and this
LEGAL/51527327v1
8



Form for Non-Employee Directors
Agreement, or the Participant’s acquisition or sale of any underlying Shares. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan or this Agreement.

17.Restriction on Restricted Stock Unit Award and Shares. The obligation of the Company to settle the RSUs in Shares or other consideration shall be subject to all applicable laws, rules and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of this Agreement to the contrary, the Company shall be under no obligation to offer to sell, and shall be prohibited from offering to sell or selling, any Shares underlying the RSUs unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel (if the Company has requested such an opinion), satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act any of the Shares. The Committee shall have the authority to provide that all Shares shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, this Agreement, the Federal securities laws or the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or quoted and any other applicable Federal, state, local or non-U.S. laws, rules, regulations and other requirements, and, without limiting the generality of the Plan, the Committee may cause a legend or legends to be put on certificates representing the Shares. Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right to add any additional terms or provisions to this Agreement that the Committee, in its sole discretion, deems necessary or advisable in order that this Agreement complies with the legal requirements of any governmental entity to whose jurisdiction this Agreement is subject. The Committee may cancel the RSUs or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company’s acquisition of shares of Common Stock from the public markets, the Company’s issuance of the Shares to the Participant, the Participant’s acquisition of the Shares from the Company and/or the Participant’s sale of Common Stock to the public markets, illegal, impracticable or inadvisable. If the Committee determines to cancel all or any portion of the RSUs in accordance with the foregoing, the Company shall, subject to any limitations or reductions as may be necessary to comply with Section 409A of the Code, provide the Participant with a cash payment or equity subject to deferred vesting and delivery consistent with the vesting restrictions applicable to the RSUs.

18.Superseding Agreement; Binding Effect. This Agreement supersedes any statements, representations or agreements of the Company with respect to the grant of the RSUs, any other equity- based awards or any related rights, and the Participant hereby waives any rights or claims related to any such statements, representations or agreements. This Agreement shall be binding upon and shall insure to the benefit of the parties hereto and their respective executors, administers, heirs, successors and assigns.

19.Severability. If any provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to the RSUs or any Person, or would disqualify the RSUs under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the RSUs, such provision shall be construed or deemed stricken as to such jurisdiction, Person or the RSUs and the remainder of this Agreement shall remain in full force and effect.

20.Right of Offset. The Company shall have the right to offset against its obligation to deliver Shares (or other property or cash) under this Agreement any outstanding amounts that the
LEGAL/51527327v1


Form for Non-Employee Directors
Participant then owes to any member of the Company Group and any amounts the Committee otherwise deems appropriate pursuant to any tax equalization policy or agreement. Notwithstanding the foregoing, if the RSUs is “deferred compensation” subject to Section 409A of the Code, the Committee shall have no right to offset against its obligation to deliver Shares (or other property or cash) under this Agreement if such offset could subject the Participant to the additional tax imposed under Section 409A of the Code in respect of the RSUs.

21.Clawback/Repayment; Compliance with Ownership and Other Policies or Agreements.

(a)The RSUs shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) any clawback, forfeiture or other similar policy adopted by the Board or the Committee and as in effect from time to time; and (ii) applicable law. Further, to the extent that the Participant receives any amount in excess of the amount that the Participant should otherwise have received under the terms of this Agreement for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), the Participant shall be required to repay any such excess amount to the Company.

(b)Without limiting the terms of the Plan, and as a condition to receiving the RSUs or any benefit hereunder, the Participant agrees that he or she shall abide by all provisions of any equity retention policy, stock ownership guidelines and/or other policies adopted by the Company, each as in effect from time to time and to the extent applicable to the Participant.

22.Rules of Construction. Headings are given to the section of this Agreement solely as a convenience to facilitate reference. The reference to any statute, regulation or other provision of law shall (unless the Administrator determines otherwise) be construed to refer to any amendment to or successor of such provision of law.

23.Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[Signatures on next page.]




















LEGAL/51527327v1


Form for Non-Employee Directors
8
LEGAL/51527327v1


Form for Non-Employee Directors

IN WITNESS WHEREOF, the parties have caused this Agreement to be effective as of the Date of Grant.


HILTON GRAND VACATIONS INC.






By:          Name:
    Its:


Acknowledged and Agreed:


____________________________

Participant Signature


LEGAL/51527327v1

RESTRICTED STOCK UNIT AGREEMENT
HILTON GRAND VACATIONS INC. 2023 OMNIBUS INCENTIVE PLAN


AWARD NOTICE

The Participant has been granted Restricted Stock Units (or “RSUs”) with the terms set forth in this Award Notice and subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement, including its appendices, to which this Award Notice is attached. Capitalized terms used and not defined in this Award Notice shall have the meanings set forth in the Restricted Stock Unit Agreement and the Plan.
Participant: Mark Wang

Date of Grant:

Restricted Stock Units Granted:        RSUs

Vesting Schedule: Please refer to Appendix: Vesting Schedule

The vesting schedule for the RSUs is set forth on “Appendix: Vesting Schedule” attached hereto, and the RSUs shall vest subject to the Restricted Stock Unit Agreement and the Participant’s continued employment or service through the applicable vesting date.
LEGAL02/44151593v2


LEGAL02/44151593v2

RESTRICTED STOCK UNIT AGREEMENT
HILTON GRAND VACATIONS INC. 2023 OMNIBUS INCENTIVE PLAN

This Restricted Stock Unit Agreement, effective as of the Date of Grant (as defined below), is between Hilton Grand Vacations Inc., a Delaware corporation (the “Company”), and the Participant (as defined below).

WHEREAS, the Company has adopted the Hilton Grand Vacations Inc. 2023 Omnibus Incentive Plan (as it may be amended, the “Plan”) to provide a means through which the Company and the other members of the Company Group may attract and retain key personnel and to provide a means whereby officers, employees, consultants and advisors of the Company and the other members of the Company Group can acquire and maintain an equity interest in the Company or receive an incentive award;

WHEREAS, the Participant is an employee of the Company;
WHEREAS, the Committee has determined to grant RSUs to the Participant as provided for herein, and the Company and the Participant hereby wish to memorialize the terms and conditions applicable to the RSUs; and

WHEREAS, the Participant and the Company have entered into a Severance Agreement effective as of April 17, 2017 (as it may be amended, the “Severance Agreement”), which provides that equity awards granted to the Participant will have accelerated vesting benefits in the event of the Participant’s termination of employment due to a Qualifying Termination (as defined in the Severance Agreement), and a Change in Control has not occurred.

NOW, THEREFORE, the parties hereto agree as follows:

1.Definitions. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan. In addition to other terms defined herein, the following terms shall have the following meanings for purposes of this Agreement:

(a)“Agreement” shall mean this Restricted Stock Unit Agreement including (unless the context otherwise requires) the Award Notice, the restrictive covenants attached hereto as Appendix A and the appendices for non-U.S. Participants attached hereto as Appendix B and Appendix C.
(b)“Award Notice” shall mean the notice to the Participant found on the cover page to this Agreement.
(c)“Date of Grant” shall mean the “Date of Grant” listed in the Award Notice.
(d)“Participant” shall mean the “Participant” listed in the Award Notice.
“Restrictive Covenant Violation” shall mean the Participant’s breach of the Restrictive Covenants listed on Appendix A or any covenant regarding confidentiality, competitive activity, solicitation of the Company’s vendors, suppliers, customers or employees or any similar provision applicable to or agreed to by the Participant.
LEGAL02/44151593v2


(e)“Retirement” shall mean the Participant’s termination of employment with the Company Group, other than (i) for Cause or while grounds for Cause exist, (ii) due to the Participant’s death or (iii) due to or during the Participant’s Disability, in each case, following the date on which both (X) the Participant attained the age of 55 years old and (Y) the number of completed years of the Participant’s employment with any member(s) of the Company Group (including any predecessor of a member thereof, including, for the avoidance of doubt, employment by Hilton Worldwide and its affiliates prior to January 3, 2017) is at least ten (10).
(f)“RSUs” shall mean that number of restricted stock units listed in the Award Notice as “Restricted Stock Units Granted.”
(g)“Shares” shall mean a number of shares of the Company’s Common Stock equal to the number of RSUs.
2.Grant of Units. The Company hereby grants the RSUs to the Participant, each of which represents the right to receive one Share upon vesting of such RSU, subject to and in accordance with the terms, conditions and restrictions set forth in the Plan, the Award Notice, and this Agreement.
3.RSU Account. The Company shall cause an account (the “Unit Account”) to be established and maintained on the books of the Company to record the number of RSUs credited to the Participant under the terms of this Agreement. The Participant’s interest in the Unit Account shall be that of a general, unsecured creditor of the Company.
4.Vesting; Settlement; Tax Withholding.

(a)The RSUs shall become vested in accordance with the schedule set forth on the Award Notice and the provisions herein.
(b)The Company shall deliver to the Participant one share of Common Stock for each RSU (as adjusted under the Plan), pursuant to Section 4(c) below, and each such vested RSU shall be cancelled upon delivery.
(c)Shares, free and clear of all restrictions, shall be issued to the Participant (or his beneficiary) only in the event, and to the extent, that the RSUs have vested and been earned as provided in the Award Notice and in the Agreement. Upon vesting of the RSUs, Shares shall be issued to the Participant (or his beneficiary) within 70 days following the applicable vesting date set forth in the Award Notice. Notwithstanding the foregoing, the following provisions shall apply: (i) any Shares earned and vested due to termination of employment or service as provided in Section 5(c) or Section 5(h) shall be paid within 70 days following the Participant’s Termination Date; (ii) any Shares earned and vested following Retirement as provided in Section 5(d) shall be paid within 70 days following the applicable vesting date set forth in the Award Notice; and (iii) any Shares earned and vested as a result of a Change of Control as provided in Section 5(g) shall be paid within 70 days following the date of the Change of Control event. If the 70-day period described herein begins in one calendar year and ends in another, the Participant (or his beneficiary) shall not have the right to designate the calendar year of the payment (except as otherwise provided below with respect to a delay in payments if the Participant is a “specified employee”). Further, if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Participant (or his beneficiary), the payment will be treated as made within the applicable 70-day time period specified herein if the payment is made during the first taxable year of the Participant in which the calculation
LEGAL02/44151593v2

of the amount of the payment is administratively practicable or otherwise in accordance with Code Section 409A. Notwithstanding the foregoing, if the Participant is or may be a “specified employee”

2
LEGAL02/44151593v2

(as defined under Code Section 409A), and the distribution is considered deferred compensation under Code Section 409A, then such distribution if made due to separation from service shall be subject to delay as provided in Section 14(u) of the Plan (or any successor provision thereto).
(d)The Participant shall be required to pay to the Company or, if different, the Service Recipient, an amount in cash (by check or wire transfer) equal to the aggregate amount of any income, employment and/or other applicable taxes (the “Withholding Taxes”) that are statutorily required to be withheld in respect of the RSUs. Alternatively, the Company may elect, in its sole discretion, to satisfy this requirement by withholding such amount from any cash compensation or other cash amounts owing to a Participant. Without limiting the foregoing, the Committee may (but is not obligated to), in its sole discretion, permit or require the Participant to satisfy, all or any portion of the minimum Withholding Taxes that are statutorily required to be withheld with respect to the RSUs by (i) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest) having an aggregate Fair Market Value equal to such minimum statutorily required Withholding Taxes (or portion thereof); or (ii) having the Company withhold from the Shares otherwise issuable or deliverable to, or that would otherwise be retained by, the Participant upon the vesting of the RSUs, a number of Shares with an aggregate Fair Market Value equal to an amount not in excess of such minimum statutorily required Withholding Taxes (or portion thereof). Notwithstanding the foregoing, the Committee, subject to its having considered the applicable accounting impact of any such determination, has full discretion to allow the Participant to satisfy, in whole or in part, any additional Withholding Taxes payable by him or her with respect to the RSUs by electing to have the Company withhold from the Shares issuable to the Participant upon the vesting of the RSUs, a number of Shares having an aggregate Fair Market Value that is greater than the applicable minimum required statutory Withholding Taxes (but such withholding may in no event be in excess of the maximum statutory withholding amount(s) in the Participant’s relevant tax jurisdiction). Further, for non-U.S. Participants, the Company may withhold from the Shares issuable to such non-U.S. Participant upon the vesting of the RSUs, a number of Shares having an aggregate Fair Market Value up to the maximum statutory withholding amount(s) in the non-U.S. Participant’s relevant tax jurisdiction.
(e)The Company shall pay any costs incurred in connection with issuing the Shares. Upon the issuance of the Shares to the Participant, the Participant’s Unit Account shall be eliminated. Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to issue or transfer the Shares as contemplated by this Agreement unless and until such issuance or transfer shall comply with all relevant provisions of law and the requirements of any stock exchange on which the Company’s shares are listed for trading.
5.Termination of Employment or Service.
(a)Subject to the provisions of this Section 5, if the Participant’s employment with or service to the Company Group terminates for any reason, the unvested RSUs shall terminate as of the effective date of termination (the “Termination Date”).
(b)If the Participant’s employment or service is terminated (i) by the Service Recipient for Cause or by the Participant when grounds existed for Cause at the time thereof (as determined by the Committee), or (ii) by the Service Recipient by reason of the Participant having engaged in Detrimental Activity (which includes, for purposes of this Agreement, any violation of the Sales Integrity Policy (the “SI Policy”)), then the unvested RSUs shall terminate as of the Termination Date and Participant shall forfeit the number of shares of Common Stock acquired pursuant to previously-vested RSUs (or, if all or some of such shares have been sold, Participant shall pay to the Company the value realized upon such sale).

LEGAL02/44151593v2

(c)All RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 if the Participant’s employment with or service to the Company Group shall be terminated:
(i)by the Company due to or during the Participant’s Disability or due to the Participant’s death; or
(ii)by the Company other than for Cause or by the Participant for Good Reason if such termination of the Participant’s employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder).
(d)Except as otherwise provided in this Section 5, if the Participant’s employment with the Company Group shall terminate due to Retirement, any unvested RSUs as of the Termination Date shall continue to vest following the Termination Date in accordance with the vesting schedule listed in the Award Notice as if the Participant remained employed or in service so long as no Restrictive Covenant Violation occurs, as determined by the Committee, or its designee, in its sole discretion, prior to the applicable vesting date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to each applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs is not at least six months prior to the date of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination Date.
(e)For purposes of this Section 5, “Good Reason” means the occurrence of any of the following, without the Participant’s written consent:
(i)a material diminution in the Participant’s base salary;
(ii)a material diminution in the Participant’s authority, duties, responsibilities or position; or
(iii)a permanent reassignment by the Company or the Service Recipient of the Participant’s primary office to a location that is more than 100 miles from the Participant’s assigned primary office
provided, however, that a termination by the Participant for any of the reasons listed in (i) through
(iii) above shall not constitute a termination for Good Reason unless the Participant shall first have delivered to the Company written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than 60 days after the initial occurrence of such event), and the Company fails to cure such event within 30 days after receipt of this written notice. The Participant’s employment must be terminated for Good Reason within 120 days after the occurrence of an event of Good Reason.
(f)The Participant’s rights with respect to the RSUs shall not be affected by any change in the nature of the Participant’s employment or service so long as the Participant continues to be an employee or consultant, respectively, of the Company Group. Whether (and the circumstances under which) employment or service has terminated and the determination of the Termination Date for the purposes of this Agreement shall be determined by the Committee (or, with respect to any Participant who is not a director or “officer” as defined under Rule 16a-1(f) of the Exchange Act, such action may also be taken by its designee, in each case whose good faith determination shall be final, binding and conclusive; provided, that such designee may not make any such determination with respect to the designee’s own employment for purposes of the RSUs).
LEGAL02/44151593v2

    
(g)Without limiting the effect of Section 5(c)(ii) herein, in the event of a Change in Control, all RSUs shall become immediately fully vested as of the date of a Change in Control and settled in accordance with Section 4 to the extent that the successor or surviving company in the Change in Control does not assume or substitute for the RSUs (or in which the Company is the ultimate parent corporation and does not continue the RSUs) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Committee) as RSUs outstanding under the Plan immediately prior to the Change in Control.
(h)Notwithstanding anything to the contrary contained herein, in the event of a Qualifying Termination (as defined in the Severance Agreement) and a Change in Control has not occurred, the portion of the RSUs that would have vested within 24 months of the date of the Qualifying Termination (such date, the “Qualifying Termination Date”), shall become immediately fully vested as of the Qualifying Termination Date and settled in accordance with Section 4.
6.Dividend Equivalents. A Participant holding unvested RSUs shall be entitled to be credited with dividend equivalent payments (upon the payment by the Company of dividends on Shares), which shall accrue in cash without interest (unless otherwise elected by the Committee) and shall be delivered in cash (unless the Committee in its sole discretion, elects to settle such amount in shares of Common Stock, other securities, other Awards or other property having a Fair Market Value as of the settlement date equal to the amount of such dividends). Accrued dividend equivalents shall not be paid unless and until the underlying RSUs (or portion thereof) have vested and/or been earned. Any such dividend equivalents in respect of unearned or unvested RSUs shall be paid within fifteen (15) days after the RSUs are earned or vested and become payable or distributable unless the Committee determines otherwise.

7.Restrictions on Transfer. The Participant may not assign, alienate, pledge, attach, sell or otherwise transfer or encumber the RSUs or the Participant’s right under the RSUs to receive Shares (unless such transfer is specifically required pursuant to a domestic relations order or by applicable law), other than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against any member of the Company Group; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

8.No Right to Continued Employment or Service. Neither the Plan, the Agreement nor any action taken thereunder or hereunder shall be construed as giving the Participant any right to be retained in the employ or service of the Service Recipient or any other member of the Company Group. The Service Recipient or any other member of the Company Group may at any time dismiss the Participant from employment or discontinue any consulting relationship, free from any liability or claim under the Plan or this Agreement, unless otherwise expressly provided in the Plan or this Agreement.
9.No Rights as a Stockholder. Except as otherwise provided in the Plan or this Agreement, the Participant shall not be entitled to the privileges of ownership in respect of the Shares until the Shares have been issued or delivered to the Participant.

10.Adjustments. The terms of this Agreement, including the RSUs, the Participant’s Unit Account, any dividend equivalent payments accrued pursuant to Section 6 and/or the Shares, shall be subject to adjustment in accordance with Section 12 of the Plan. This paragraph shall also apply with respect to any extraordinary dividend or other extraordinary distribution in respect of the
LEGAL02/44151593v2


5
LEGAL02/44151593v2

Company’s Common Stock (whether in the form of cash or other property) to the extent provided in the Plan.

11.Award Subject to Plan. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The RSUs granted hereunder are subject to the Plan. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference. Unless the Committee determines otherwise, in the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan shall govern and prevail.

12.Severability. If any provision of the Plan or this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to the Participant or the RSUs, or would disqualify the Plan or the RSUs under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Agreement such provision shall be construed or deemed stricken as to such jurisdiction, the Participant or the RSUs and the remainder of the Plan and this Agreement shall remain in full force and effect.
13.Governing Law; Waiver of Jury Trial; Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof; provided, however, that Appendix A (Restrictive Covenants) shall be governed by and construed in accordance with the internal laws of the State of Florida applicable to contracts made and performed wholly within the State of Florida. The Participant hereby irrevocably waives all right to a trial by jury in any suit, action or other proceeding instituted by or against such Participant in respect of the Participant’s rights or obligations hereunder. Any suit, action or proceeding with respect to this Agreement (or any provision incorporated by reference), or any judgment entered by any court in respect of any thereof, shall be brought only in any court of competent jurisdiction in the State of Florida, and each of the Participant, the Company, and any transferees who hold RSUs pursuant to a valid assignment, hereby submit to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding, or judgment. Each of the Participant, the Company, and any transferees who hold RSUs pursuant to a valid assignment hereby irrevocably waive (a) any objections which he or she may now or hereafter have to the laying of the venue of any suit, action, or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Florida and (b) any claim that any such suit, action, or proceeding brought in any such court has been brought in any inconvenient forum.

14.Language. If the Participant has received a copy of this Agreement (or the Plan or any other document related hereto or thereto) translated into a language other than English, such translated copy is qualified in its entirety by reference to the English version thereof, and in the event of any conflict the English version shall govern.
15.Successors in Interest. Any successor to the Company shall have the benefits of the Company under, and be entitled to enforce, this Agreement. Likewise, the Participant’s legal representative shall have the benefits of the Participant under, and be entitled to enforce, this Agreement. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be final, binding and conclusive upon the Participant’s heirs, executors, administrators and successors.
16.Data Privacy Consent.
10
LEGAL02/44151593v2


The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant's personal data as described in this Agreement and any other RSU grant materials by and among, as applicable, the Service Recipient, the Company and other members of the Company Group for the purpose of implementing, administering and managing the Plan.
Participant understands that the Company and the Service Recipient may hold certain personal information about the Participant, including, but not limited to, the Participant's name, home address, email address and telephone number, date of birth, passport, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all stock options, restricted stock units or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant's favor (“Data”), for the purpose of implementing, administering and managing the Plan.
The Participant understands that Data will be transferred to any third parties as may be selected by the Company (presently or in the future), which assist the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Participant understands that if the Participant resides outside the United States the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Participant's local human resources representative. The Participant authorizes the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purpose of implementing, administering and managing the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Plan. The Participant understands that if the Participant resides outside the United States, the Participant may, at any time, view Data, request information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant's local human resources representative. Further, the Participant understands that the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant's consent, the Participant's employment status or service with the Service Recipient will not be affected; the only consequence of refusing or withdrawing the Participant's consent is that the Company may not be able to grant options or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant's consent may affect the Participant's ability to participate in the Plan.
For more information on the consequences of the Participant's refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant's local human resources representative.
17.Restrictive Covenants. The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates, that the Participant shall be allowed access to confidential and proprietary information (including but not limited to trade secrets) about those businesses, as well as access to the prospective and actual customers, suppliers, investors, clients and partners involved in those businesses, and the goodwill associated with the Company and its Affiliates. Participant accordingly agrees to the provisions of Appendix A to this Agreement (the “Restrictive Covenants”). For the avoidance of doubt, the Restrictive Covenants contained in this
11
LEGAL02/44151593v2

Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants or agreements between the Participant and the Company or any of its Affiliates.
Repayment of Proceeds; Clawback Policy; Compliance with Ownership and Other Policies or Agreements.
12
LEGAL02/44151593v2


(a)If a Restrictive Covenant Violation occurs or the Company discovers after a termination of employment or service that grounds existed for Cause at the time thereof, then the Participant shall be required, unless the Committee determines otherwise, in addition to any other remedy available (on a non-exclusive basis), to pay to the Company, within 10 business days of the Company’s request to the Participant therefor, an amount equal to the aggregate after-tax proceeds (taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment) the Participant received upon the sale or other disposition of, or distributions in respect of, the RSUs and any Shares or cash issued in respect thereof. Any reference in this Agreement to grounds existing for a termination of employment or service with Cause shall be determined without regard to any notice period, cure period or other procedural delay or event required prior to finding of or termination with Cause.
(b)The RSUs shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) any clawback, forfeiture or other similar policy adopted by the Board or the Committee and as in effect from time to time and (ii) applicable law. Further, to the extent that the Participant receives any amount in excess of the amount that the Participant should otherwise have received under the terms of this Agreement for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), the Participant shall be required to repay any such excess amount to the Company.
(c)Without limiting the terms of the Plan, and as a condition to receiving the RSUs or any benefit hereunder, the Participant agrees that he or she shall abide by all provisions of any equity retention policy, stock ownership guidelines and/or other policies adopted by the Company or an Affiliate, each as in effect from time to time and to the extent applicable the Participant.
18.Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting this Agreement and the grant of the RSUs contemplated hereunder, the Participant expressly acknowledges that (a) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) the grant of RSUs is a one-time benefit that does not create any contractual or other right to receive future grants of RSUs or other Awards under the Plan, or benefits in lieu of RSUs; (c) all determinations with respect to future grants of RSUs, if any, including the grant date, the number of Shares granted and the applicable vesting terms, shall be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the value of the RSUs is an extraordinary item of compensation that is outside the scope of the Participant’s employment or consulting contract, if any, and nothing can or must automatically be inferred from such employment or consulting contract or its consequences; (f) grants of RSUs are not part of normal or expected compensation for any purpose and are not to be used for calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, the Participant waives any claim on such basis, and for the avoidance of doubt, the RSUs shall not constitute an “acquired right” under the applicable law of any jurisdiction; and (g) the future value of the underlying Shares is unknown and cannot be predicted with certainty. In addition, the Participant hereby waives any claim to continued vesting of the RSUs or to damages or severance entitlement related to non-continuation of the RSUs beyond the period provided under the Plan or this Agreement, except to the extent of any provision to the contrary in any written employment contract or other agreement between the Service Recipient and/or any member of the Company Group and the Participant, whether any such agreement is executed before, on or after the Date of Grant.
13
LEGAL02/44151593v2

Amendment of Agreement. The Committee may, to the extent consistent with the terms of the Plan and this Agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any RSUs granted hereunder or this Agreement, prospectively or retroactively (including after the Participant’s Termination); provided, that, other than as
14
LEGAL02/44151593v2


provided in the Plan, any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant with respect to the RSUs granted hereunder shall not to that extent be effective without the consent of the Participant; provided, further, that in no event shall any such amendment alter the Minimum Vesting Condition.
19.Award Administrator. The Company may from time to time designate a third party (an “Award Administrator”) to assist the Company in the implementation, administration and management of the Plan and any RSUs granted thereunder, including, but not limited to, by sending award notices on behalf of the Company to Participants, and by facilitating through electronic means acceptance of agreements by Participants.

20.Section 409A of the Code.

(a)Notwithstanding any provision of the Plan or this Agreement to the contrary, it is intended that the provisions of this Agreement comply with, or be exempt from, Section 409A of the Code, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of the Participant in connection with this Agreement (including any taxes and penalties under Section 409A of the Code), and neither the Service Recipient nor any other member of the Company Group shall have any obligation to indemnify or otherwise hold the Participant (or any beneficiary) harmless from any or all such taxes or penalties. If the RSUs are considered “deferred compensation” subject to Section 409A of the Code, references in this Agreement to “termination of employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A of the Code. For purposes of Section 409A of the Code, each of the payments that may be made in respect of the RSUs shall be deemed as separate payments.
(b)Notwithstanding anything in the Plan or this Agreement to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A of the Code, no payments in respect of any RSU that is “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six (6) months after the date of the Participant’s “separation from service” or, if earlier, the date of the Participant’s death. Following any applicable six (6) month delay, all such delayed payments shall be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day.
(c)Unless otherwise provided otherwise by the Committee in this Agreement or otherwise, in the event that the timing of payments in respect of the RSUs (that would otherwise be considered “deferred compensation” subject to Section 409A of the Code) would be accelerated upon the occurrence of (i) a Change in Control, no such acceleration shall be permitted (to the extent required under Section 409A) unless the event giving rise to the Change in Control satisfies the definition of a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the Code or (ii) a Disability, no such acceleration shall be permitted unless the Disability also satisfies the definition of “Disability” pursuant to Section 409A of the Code if and to the extent required under Section 409A of the Code.
15
LEGAL02/44151593v2

21.Restriction on Restricted Stock Unit Award and Shares. The obligation of the Company to settle the RSUs in Shares or other consideration shall be subject to all applicable laws, rules and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of this Agreement to the contrary, the Company shall be under no obligation to
16
LEGAL02/44151593v2

offer to sell, and shall be prohibited from offering to sell or selling, any Shares underlying the RSUs unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel (if the Company has requested such an opinion), satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act any of the Shares. The Committee shall have the authority to provide that all Shares shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, this Agreement, the Federal securities laws or the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or quoted and any other applicable Federal, state, local or non-U.S. laws, rules, regulations and other requirements, and, without limiting the generality of the Plan, the Committee may cause a legend or legends to be put on certificates representing the Shares. Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right to add any additional terms or provisions to the Restricted Stock Unit Award that the Committee, in its sole discretion, deems necessary or advisable in order that this Agreement complies with the legal requirements of any governmental entity to whose jurisdiction this Agreement is subject. The Committee may cancel the RSUs or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company’s acquisition of shares of Common Stock from the public markets, the Company’s issuance of the Shares to the Participant, the Participant’s acquisition of the Shares from the Company and/or the Participant’s sale of Common Stock to the public markets, illegal, impracticable or inadvisable. If the Committee determines to cancel all or any portion of the RSUs in accordance with the foregoing, the Company shall, subject to any limitations or reductions as may be necessary to comply with Section 409A of the Code, provide the Participant with a cash payment or equity subject to deferred vesting and delivery consistent with the vesting restrictions applicable to the RSUs.
22.Book Entry Delivery of Shares. Whenever reference in this Agreement is made to the issuance or delivery of certificates representing one or more Shares, the Company may elect to issue or deliver such Shares in book entry form in lieu of certificates.

23.Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
24.Acceptance and Agreement by the Participant; Forfeiture upon Failure to Accept. By accepting the RSUs (including through electronic means), the Participant agrees to be bound by the terms, conditions and restrictions set forth in the Plan, this Agreement and the Company’s policies, as in effect from time to time, relating to the Plan. The Participant’s rights under the RSUs will lapse ninety (90) days from the Date of Grant, and the RSUs will be forfeited to the Company on such date, if the Participant shall not have accepted this Agreement by such date. For the avoidance of doubt, the Participant’s failure to accept this Agreement shall not affect the Participant’s continuing obligations under any other agreement between the Company and the Participant.

25.No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
LEGAL02/44151593v2


10
LEGAL02/44151593v2


26.Appendices For Non-U.S. Participants. Notwithstanding any provisions in this Agreement, Participants residing and/or working outside the United States shall be subject to the Terms and Conditions for Non-U.S. Participants attached hereto as Appendix B and to any Country-Specific Terms and Conditions for the Participant’s country attached hereto as Appendix C. If the Participant relocates from the United States to another country, the Terms and Conditions for Non-U.S. Participants and the applicable Country-Specific Terms and Conditions shall apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Moreover, if the Participant relocates between any of the countries included in the Country-Specific Terms and Conditions, the special terms and conditions for such country shall apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Terms and Conditions for Non-U.S. Participants and the Country-Specific Terms and Conditions constitute part of this Agreement.
27.Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
28.Right of Offset. The Company shall have the right to offset against its obligation to deliver Shares under this Agreement any outstanding amounts (including, without limitation, travel and entertainment or advance account balances, loans, repayment obligations under any Awards or amounts repayable to the Company pursuant to tax equalization, housing, automobile or other employee programs) that the Participant then owes to any member of the Company Group and any amounts the Committee otherwise deems appropriate pursuant to any tax equalization policy or agreement. Notwithstanding the foregoing, if the RSUs are “deferred compensation” subject to Section 409A of the Code, the Committee shall have no right to offset against its obligation to deliver Shares under this Agreement if such offset could subject the Participant to the additional tax imposed under Section 409A of the Code in respect of the RSUs.
29.Waiver. The Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant or any other participant in the Plan.
30.Rules of Construction. Headings are given to the section of this Agreement solely as a convenience to facilitate reference. The reference to any statute, regulation or other provision of law shall (unless the Administrator determines otherwise) be construed to refer to any amendment to or successor of such provision of law.
31.Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one in the same agreement.
32.Detrimental Activity. Notwithstanding anything to the contrary contained herein, if the Committee determines, in its sole discretion, that Participant has engaged in Detrimental Activity (which includes, for purposes of this Agreement, any violation of the SI Policy), then Participant shall (i) forfeit any unvested RSUs, and (ii) forfeit the number of shares of Common Stock acquired pursuant to previously-vested RSUs (or, if all or some of such shares have been sold, Participant shall pay to the Company the value realized upon such sale).
LEGAL02/44151593v2

33.Opportunity to Review. Participant acknowledges that the Company has provided Participant with at least seven (7) days to consider the terms of this Agreement before the offer to enter into the Agreement expired, and that to the extent Participant signs this Participant before the end of such review period, Participant is doing so voluntarily.
THE COMPANY HEREBY ADVISES PARTICIPANT OF THE RIGHT TO SEEK LEGAL COUNSEL BEFORE EXECUTION OF THIS AGREEMENT.
PARTICIPANT ACKNOWLEDGES THAT IN THE COURSE OF PARTICIPANT’S EMPLOYMENT OR SERVICE WITH THE COMPANY, PARTICIPANT WILL RECEIVE CONFIDENTIAL INFORMATION AND CUSTOMER RELATIONSHIPS OF THE COMPANY; THAT PARTICIPANT HAS CAREFULLY READ THIS AGREEMENT; THAT THE COMPANY HAS ADVISED PARTICIPANT OF THE RIGHT TO SEEK LEGAL COUNSEL BEFORE EXECUTING THIS AGREEMENT AND HAS CONSULTED WITH AN ATTORNEY OF HIS OR HER CHOOSING TO THE EXTENT PARTICIPANT DESIRES LEGAL ADVICE REGARDING THIS AGREEMENT; AND THAT PARTICIPANT UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.
[Signatures follow]









11
LEGAL02/44151593v2


IN WITNESS WHEREOF, the parties have caused this Agreement to be effective as of the Date of Grant.

HILTON GRAND VACATIONS INC.

By:    



Acknowledged and Agreed:



______________________________
Participant Signature
LEGAL02/44151593v2

APPENDIX A
Restrictive Covenants
1.Non-Competition; Non-Solicitation.1
(a)Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows:
(i)During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (such period combined with the Employment Term, the “Restricted Period”), Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in connection with the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or service.
(ii)During the Restricted Period, Participant shall not directly or indirectly, within the United States or any other territory where Participant is working on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or service (if the conduct occurs while Participant is still employed or engaged by the Company or any of its Affiliates) or the date of Participant’s termination of employment or service (if the conduct occurs after Participant is no longer employed or engaged by the Company or any of its Affiliates), as applicable:
(A)engage in the Business providing services for a Competitor in the nature of the services Participant provided to the Company at any time in the three years prior to the termination of Participant’s employment or service;
(B)engage in the Business in a role in which it is reasonably likely Participant would use Confidential Information or customer relationships of the Restricted Group;
(C)enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business;
(D)acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(E)intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
1 In compliance with California Business and Professions Code Section 16600.1, Section 1 of this Appendix A, with the exception of Section 1(a)(iv)(A), shall not apply to any Participant that is a resident of the state of California (a “California Resident”). The Company will not attempt to enforce Section 1 of this Appendix A, other than Section 1(a)(iv)(A) thereof, if the Participant is a California Resident.

LEGAL02/44151593v2

(iii)Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person.
(iv)During the Restricted Period, Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A)solicit or encourage any employee of the Restricted Group to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or
(B)hire any such employee of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business.
(v)For purposes of this Agreement:
(A)“Restricted Group” shall mean the Company Group and, to the extent engaged in the Business, its Affiliates, provided, however, that for the purposes of this definition, an “Affiliate” shall not include any portfolio company of The Blackstone Group
L.P. or its Affiliates (other than the Company Group).
(B)“Business” shall mean the business of owning, financing, developing, redeveloping, managing, marketing, operating, licensing, leasing or franchising vacation, timeshare or lodging properties, and natural ancillary business products and services related to such business, including, without limitation, membership services, exchange programs, rental programs, and provision of amenities.
(C)“Competitor” shall mean any person or entity engaged in the Business, including, but not limited to, any vacation, timeshare or lodging companies that are comparable in size to the Company. Such term shall also include, with respect to any person that is not primarily engaged in the Business, any subsidiary or affiliate of such person that is engaged in the Business, including any such subsidiary or affiliates that becomes, or has become, a separate, independent company or partially-owned company (either via “spin-off” or otherwise), and such company is engaged in the Business.
(b)It is expressly understood and agreed that although Participant and the Company consider the restrictions contained in this Section 1 to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Appendix A is an unenforceable restriction against Participant, the provisions of this Appendix A shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Appendix A is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. Notwithstanding the foregoing, if Participant’s principal place of employment or service on the date hereof is located in Virginia, then this Section 1(b) of this Appendix A shall not apply following Participant’s termination of employment or service to the extent any such provision is prohibited by applicable Virginia law.
LEGAL02/44151593v2

(c)The period of time during which the provisions of this Section 1 shall be in effect shall be extended by the length of time during which Participant is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.
(d)Notwithstanding the foregoing, if Participant’s principal place of employment or service on the date hereof is located in California or any other jurisdiction where any provision of this Section 1 is prohibited by applicable law, then the provisions of this Section 1 shall not apply following Participant’s termination of employment or service to the extent any such provision is prohibited by applicable law.
2.Confidentiality; Non-Disparagement; Intellectual Property; Protected Rights.
(a)Confidentiality.
(i)Participant shall not at any time (whether during or after Participant’s employment with or service to the Company) (x) retain or use for the benefit, purposes or account of Participant or any other Person; or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company or any of its Affiliates (other than its professional advisers who are bound by confidentiality obligations or otherwise in performance of Participant’s duties under Participant’s employment or service and pursuant to customary industry practice), any non-public, proprietary or confidential information (including, without limitation, trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals) concerning the past, current or future business, activities and operations of the Company, its Subsidiaries or Affiliates and/or any third party that has disclosed or provided any of same to the Company on a confidential basis (“Confidential Information”) without the prior written authorization of the Board.
(ii)“Confidential Information” shall not include any information that is (a) generally known to the industry or the public other than as a result of Participant’s breach of this covenant; (b) made legitimately available to Participant by a third party without breach of any confidentiality obligation of which Participant has knowledge; or (c) required by law to be disclosed; provided that, unless otherwise provided under applicable law, with respect to subsection (c), Participant shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment.
(iii)Except as required by law, Participant shall not disclose to anyone, other than Participant’s family (it being understood that, in this Agreement, the term “family” refers to Participant’s spouse, minor children, parents and spouse’s parents) and advisors, the existence or contents of this Agreement; provided that Participant may disclose to any prospective future employer the provisions of this Appendix A. This Section 2(a)(iii) shall terminate if the Company publicly discloses a copy of this Agreement (or, if the Company publicly discloses summaries or excerpts of this Agreement, to the extent so disclosed).
(iv)Upon termination of Participant’s employment with or service to the Company or any of its Affiliates for any reason, Participant shall (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain
LEGAL02/44151593v2

name or other source indicator) owned or used by the Company, its Subsidiaries or Affiliates; and
(y) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in Participant’s possession or control (including any of the foregoing stored
LEGAL02/44151593v2


or located in Participant’s office, home, laptop or other computer, whether or not Company property) that contain Confidential Information, except that Participant may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information.
(v)Participant acknowledges and agrees that the Company and its Affiliates will prosecute any non-confidential disclosure or misappropriation of the Company’s and/or its Affiliates’ trade secrets to the full extent allowed by federal, state and common law. Participant further acknowledges and agrees that Participant has received and understands the following notice concerning immunity from liability for confidential disclosure of a trade secret to the government or in a court filing: Pursuant to the Defend Trade Secrets Act, 18 U.S.C. § 1833, an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(b)Non-Disparagement. During Participant’s Employment Term and at all times thereafter (including following the termination of Participant’s Employment Term for any reason), Participant shall not intentionally make any statement that criticizes, ridicules, disparages or is otherwise derogatory of the Company, any of its Affiliates, or any of their respective officers, directors, stockholders, employees or other service providers, or any product or service offered by the Company or any of its Affiliates; provided, however, that nothing contained in this Section 2(b) shall preclude Participant from providing truthful testimony in any legal proceeding, or making any truthful statement (i) to any governmental agency; (ii) as required or permitted by applicable law or regulation; (iii) as required by court order or other legal process; or (iv) after the Restricted Period, for any legitimate business reason.2
(c)Intellectual Property.
(i)If Participant has created, invented, designed, developed, contributed to or improved any works of authorship, inventions, intellectual property, materials, documents or other work product (including without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials) (“Works”), either alone or with third parties, prior to Participant’s employment or engagement by the Company or any of its Affiliates, that are relevant to or implicated by such employment (“Prior Works”), Participant hereby grants the Company a perpetual, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights and intellectual property rights (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) therein for all purposes in connection with the Company’s current and future business.3

2 For any Participant who is a California Resident, nothing in this Agreement prevents Participant from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Participant has reason to believe is unlawful.
3 For any Participant who is a California Resident, anything herein to the contrary notwithstanding, and subject to Cal. Labor Code § 2870, nothing herein shall apply to an invention that the Participant developed entirely on his or her own time without using the equipment, supplies, facilities, or trade secret information of the Company or any of its Affiliates except for those inventions that either: (1) relate at the time of conception or reduction to practice of the invention to the Company’s or any of its Affiliates’ business, or actual or demonstrably anticipated research or development of them; or (2) result from any work performed by the Participant for the Company or any of its Affiliates.
LEGAL02/44151593v2

(ii)If Participant creates, invents, designs, develops, contributes to or improves any Works, either alone or with third parties, at any time during Participant’s employment by or service to the Company and within the scope of such employment or service and with the use of any Company resources (“Company Works”), Participant shall promptly and fully disclose same to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company.

(iii)Participant shall take all reasonably requested actions and execute all reasonably requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Prior Works and Company Works. If the Company is unable for any other reason, after reasonable attempt, to secure Participant’s signature on any document for this purpose, then Participant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Participant’s agent and attorney in fact, to act for and in Participant’s behalf and stead to execute any documents and to do all other lawfully permitted acts required in connection with the foregoing.
(iv)Participant shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party. Participant shall comply with all relevant policies and guidelines of the Company that are from time to time previously disclosed to Participant, including regarding the protection of Confidential Information and intellectual property and potential conflicts of interest. Participant acknowledges that the Company may amend any such policies and guidelines from time to time, and that Participant remains at all times bound by their most current version from time to time previously disclosed to Participant.
(d)Protected Rights. Notwithstanding any other provision of this Agreement, (i) nothing in this Agreement or any other agreement prohibits the Participant from reporting possible violations of law or regulation to any governmental agency or entity, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the Congress and any agency Inspector General (the “Government Agencies”), or communicating with Government Agencies or otherwise participating in any investigation or proceeding that may be conducted by Government Agencies, including providing documents or other information, (ii) the Participant does not need the prior authorization of the Company to take any action described in (i), and the Participant is not required to notify the Company that he or she has taken any action described in (i); and (iii) this Agreement does not limit the Participant’s right to receive an award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. Further, notwithstanding the foregoing, the Participant will not be held criminally or civilly liable under any federal, state or local trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.
LEGAL02/44151593v2

The provisions of Section 2 hereof shall survive the termination of Participant’s employment or service for any reason (except as otherwise set forth in Section 2(a)(iii) hereof).
LEGAL02/44151593v2

Appendix B - 1

APPENDIX B
HILTON GRAND VACATIONS INC. 2023 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT TERMS AND CONDITIONS FOR NON-U.S. PARTICIPANTS
Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Plan and the Restricted Stock Unit Agreement.
1.Responsibility for Taxes. This provision supplements Section 4(d) of the Restricted Stock Unit Agreement:
(a)The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Service Recipient, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Service Recipient. The Participant further acknowledges that the Company and/or the Service Recipient (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant, vesting or settlement of the RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Service Recipient (or former service recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b)If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of satisfying the Withholding Taxes.
(c)Finally, the Participant agrees to pay to the Company or the Service Recipient, any amount of the Withholding Taxes that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Withholding Taxes.
(d)Notwithstanding anything to the contrary in the Plan or in Section 4(d) of the Restricted Stock Unit Agreement, if the Company is required by applicable law to use a particular definition of fair market value for purposes of calculating the taxable income for the Participant, the Company shall have the discretion to calculate the Shares to be withheld to cover any Withholding Taxes by using either the price used to calculate the taxable income under applicable law or by using the closing price per Share on the New York Stock Exchange (or other principal exchange on which the Shares then trade) on the trading day immediately prior to the date of delivery of the Shares.
LEGAL02/44151593v2

Nature of Grant. This provision supplements Section 19 of the Restricted Stock Unit Agreement:
LEGAL02/44151593v2


Appendix B - 2

In accepting the grant of the RSUs, the Participant acknowledges, understands and agrees
that:
(a)the RSU grant and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company or any member of the Company Group;
(b)the RSUs and the Shares subject to the RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation;
(c)unless otherwise agreed with the Company, the RSUs and the Shares subject to the RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of any member of the Company Group;
(d)for purposes of the RSUs, the Termination Date shall be the date the Participant is no longer actively providing services to the Company or any member of the Company Group (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Participant’s right to vest in the RSUs under the Plan, if any, shall terminate as of such date and shall not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the RSUs grant (including whether the Participant may still be considered to be providing services while on a leave of absence);
(e)unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s Common Stock; and
(f)neither the Company nor any member of the Company Group shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.
2.Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that the Participant may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect his or her ability to, directly or indirectly, acquire, sell, or attempt to sell Shares or rights to Shares (e.g., RSUs) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions or Participant’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant is responsible for ensuring compliance with any applicable restrictions and is advised to consult his or her personal legal advisor on this matter.
LEGAL02/44151593v2

Foreign Asset/Account Reporting; Exchange Controls. The Participant’s country may have certain foreign asset and/or account reporting requirements and/or exchange controls
LEGAL02/44151593v2


Appendix B - 3

that may affect the Participant’s ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside the Participant’s country. The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. The Participant also may be required to repatriate sale proceeds or other cash received as a result of the Participant’s participation in the Plan to his or her country through a designated bank or broker and/or within a certain time after receipt. The Participant acknowledges that it is his or her responsibility to be compliant with such regulations, and the Participant is advised to consult his or her personal legal advisor for any details.
3.Termination of Employment.    This provision supplements Section 5(d) of the Restricted Stock Unit Agreement:
Notwithstanding anything in this Section 5(d), if the Company receives a legal opinion that there has been a legal judgment and/or legal development in the Participant’s jurisdiction that likely would result in the favorable treatment that applies to the RSUs when the Participant terminates employment as a result of the Participant’s Retirement being deemed unlawful and/or discriminatory, the provisions of this Section 5(d) regarding the treatment of the RSUs when the Participant terminates employment as a result of the Participant’s Retirement shall not be applicable to the Participant and the remaining provisions of this Section 5 shall govern.
LEGAL02/44151593v2


Appendix C - 1

APPENDIX C
HILTON GRAND VACATIONS INC. 2023 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT COUNTRY-SPECIFIC TERMS AND CONDITIONS
Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Plan, the Restricted Stock Unit Agreement and the Terms and Conditions for Non-U.S. Participants.

Terms and Conditions
This Appendix C includes additional terms and conditions that govern the RSUs if the Participant resides and/or works in one of the countries listed below. If the Participant is a citizen or resident of a country (or is considered as such for local law purposes) other than the one in which the Participant is currently residing and/or working or if the Participant moves to another country after receiving the grant of the RSUs, the Company shall, in its discretion, determine the extent to which the terms and conditions herein shall be applicable to the Participant.
Notifications

This Appendix C also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2017. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information in this Appendix C as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time that the RSUs vest or the Participant sells Shares acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation.

If the Participant is a citizen or resident of a country other than the one in which the Participant is currently residing and/or working (or if the Participant is considered as such for local law purposes) or if the Participant moves to another country after receiving the grant of the RSUs, the information contained herein may not be applicable to the Participant in the same manner.
JAPAN

Notifications
Foreign Asset/Account Reporting Information. If the Participant holds assets (including cash and Shares acquired under the Plan, and possibly RSUs) outside of Japan with a value
LEGAL02/44151593v2

exceeding ¥50,000,000 (as of December 31 each year), the Participant is required to comply with annual tax reporting obligations with respect to such assets. The Participant is responsible for complying with
LEGAL02/44151593v2

Appendix C - 2

this reporting obligation, if applicable, and should consult with Participant’s personal tax advisor to ensure that the Participant is properly complying with applicable reporting requirements.
UNITED KINGDOM

Terms and Conditions

Responsibility for Taxes. This provision supplements Section 1 of the Terms and Conditions for Non-U.S. Participants:
Without limitation to Section 1 of the Terms and Conditions for Non-U.S. Participants, the Participant hereby covenants to pay all Tax-Related Items, as and when requested by the Company, the Service Recipient or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Service Recipient against any Tax-Related Items that they are required to pay or withhold on the Participant’s behalf, have paid or will pay to HMRC (or any other tax authority or other relevant authority).






LEGAL02/44151593v2

Appendix: Vesting Schedule
LEGAL02/44151593v2

PERFORMANCE- AND SERVICE-BASED RESTRICTED STOCK UNIT AGREEMENT

HILTON GRAND VACATIONS INC. 2023 OMNIBUS INCENTIVE PLAN

AWARD NOTICE

The Participant has been granted Performance- and Service-Based Restricted Stock Units (or “RSUs”) with the terms set forth in this Award Notice and subject to the terms and conditions of the Plan and the Performance- and Service-Based Restricted Stock Unit Agreement, including its appendices, to which this Award Notice is attached. Capitalized terms used and not defined in this Award Notice shall have the meanings set forth in the Performance- and Service- Based Restricted Stock Unit Agreement and the Plan.

1.General.

Participant: #ParticipantName#

Date of Grant: #GrantDate#

Performance Period:

Target Number of Restricted Stock Units Granted: #QuantityGranted# RSUs

2.Performance Conditions.

Performance Conditions (the “Performance Conditions”): The extent to which the Performance Conditions are satisfied and the number of RSUs which become vested, if any, shall be calculated with respect to each Performance Component identified below. All determinations made with respect to Adjusted EBITDA and Contract Sales shall be made by the Committee in its sole discretion and the applicable Performance Conditions shall not be achieved and the RSUs shall not vest unless and to the extent that the Committee certifies that such Performance Conditions have been met.

•Adjusted EBITDA. The total number of RSUs which become vested based on the achievement of Adjusted EBITDA performance levels shall be equal to (x) the target number of RSUs multiplied by (y) a relative weighting component equal to fifty percent (50%), multiplied by (z) the Achievement Percentage determined based upon the applicable Adjusted EBITDA Position for the Performance Period as follows, and rounded down to the nearest whole Share:


Level of Achievement

Adjusted EBITDA Position
Percentage of Award Earned
Below Threshold

Threshold

Target

Maximum

1

LEGAL/51561422v3


•Contract Sales. The total number of RSUs which become vested based on the achievement of Contract Sales performance levels shall be equal to (x) the target number of RSUs specified above with respect to Contract Sales multiplied by (y) a relative weighting component equal to fifty percent (50%), multiplied by (z) the Achievement Percentage determined based upon the applicable Contract Sales Position for the Performance Period as follows, and rounded down to the nearest whole Share:


Level of Achievement

Contract Sales Position
Percentage of Award Earned
Below Threshold

Threshold

Target

Maximum


•Continued Employment or Service. In addition to the attainment of the Performance Conditions, the Participant must be an employee of or in service to the Company or the Company Group from the Date of Grant until the last day of the Performance Period, except to the extent otherwise provided in the Plan or the Agreement.

•Committee Discretion to Adjust Performance Goals and/or Calculations. In the event of an acquisition or disposition of any business, line of business or assets by the Company, the Committee shall in good faith and in such manner as it may deem equitable adjust the performance goals and/or the calculation of Adjusted EBITDA and Contract Sales to reflect the projected effect of such transaction(s) or event(s), and, notwithstanding Section 20 of this Agreement and Section 13(b) of the Plan, any such adjustment(s) shall not require the consent of the Participant.

3.Definitions.

For purposes of this Award Notice:

(a)“Achievement Percentage” means the “Percentage of Award Earned” specified with respect to the below threshold, threshold, target, and/or maximum levels for each Performance Component, as applicable, or a percentage determined using linear interpolation if actual performance falls between threshold and target, or between target and maximum levels (and rounded to the nearest whole percentage point and, if equally between two percentage points, rounded up). In the event that actual performance does not meet the threshold level for any Performance Component, the “Achievement Percentage” with respect to such Performance Component shall be zero.

(b)[“Adjusted EBITDA” means the Company’s earnings before interest expense, taxes and depreciation and amortization, (i) adjusted to exclude gains, losses and expenses in connection with (A) asset dispositions, (B) foreign currency transactions, (C) debt restructurings/retirements,(D) non-cash impairment losses, (E) reorganization costs, including severance and relocation costs, (F) share-based and certain other compensation expenses, (G) costs related to the spin-off, and (H) other items, and (ii) further adjusted for net construction related recognition and deferral activity.]

2

LEGAL/51561422v3

(c)[“Contract Sales” means the total dollar amount of vacation ownership interest products under purchase agreements signed during the period where the Company has received a down payment of at least ten percent (10%) of the contract price, net of upgrades, before first-day incentives.]
3

LEGAL/51561422v3


“Performance Components” means the performance criteria applicable to an Award, as set forth on the Award Notice.
4

LEGAL/51561422v3


PERFORMANCE- AND SERVICE-BASED RESTRICTED STOCK UNIT AGREEMENT

HILTON GRAND VACATIONS INC. 2023 OMNIBUS INCENTIVE PLAN

This Performance- and Service-Based Restricted Stock Unit Agreement (the “Agreement”), entered into the ___ day of _______ and effective as of the Date of Grant (as defined below), is between Hilton Grand Vacations Inc., a Delaware corporation (the “Company”), and the Participant (as defined below).

WHEREAS, the Company has adopted the Hilton Grand Vacations Inc. 2023 Omnibus Incentive Plan (as it may be amended, the “Plan”) to provide a means through which the Company and the other members of the Company Group may attract and retain key personnel and to provide a means whereby officers, employees, consultants and advisors of the Company and the other members of the Company Group can acquire and maintain an equity interest in the Company or receive an incentive award;

WHEREAS, the Participant is an employee or consultant of the Company or another member of the Company Group; and

WHEREAS, the Committee has determined to grant performance- and service-based RSUs to the Participant as provided for herein, and the Company and the Participant hereby wish to memorialize the terms and conditions applicable to the performance- and service-based RSUs.

NOW, THEREFORE, the parties hereto agree as follows:

1.Definitions. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan. In addition to other terms defined herein or in the Award Notice, the following terms shall have the following meanings for purposes of this Agreement:

(a)“Agreement” shall mean this Performance- and Service- Based Restricted Stock Unit Agreement including (unless the context otherwise requires) the Award Notice, Appendix A, and the appendices for non-U.S. Participants attached hereto as Appendix B and Appendix C.

(b)“Award Notice” shall mean the notice to the Participant.

(c)“Date of Grant” shall mean the “Date of Grant” listed in the Award Notice.

(d)“Participant” shall mean the “Participant” listed in the Award Notice.

(e)“Performance Conditions” shall mean the performance conditions set forth in the Award
Notice.

(f)“Performance Period” shall mean the performance period set forth in the Award Notice.

“Restrictive Covenant Violation” shall mean the Participant’s breach of the Restrictive Covenants listed on Appendix A or any covenant regarding confidentiality, competitive activity, solicitation of the Company’s
5

LEGAL/51561422v3

vendors, suppliers, customers, or employees, or any similar provision applicable to or agreed to by the Participant.
6

LEGAL/51561422v3


(g)“Retirement” shall mean the Participant’s termination of employment with the Company Group, other than (i) for Cause or while grounds for Cause exist, (ii) due to the Participant’s death or (iii) due to or during the Participant’s Disability, in each case, following the date on which both (X) the Participant attained the age of 55 years old and (Y) the number of completed years of the Participant’s employment with any member(s) of the Company Group (including any predecessor of a member thereof, including, for the avoidance of doubt, employment by Hilton Worldwide and its affiliates prior to January3, 2017) is at least ten (10).

(h)“RSUs” shall mean that total number of performance- and service-based restricted stock units listed in the Award Notice as “Target Number of Restricted Stock Units Granted” (or such greater or lesser number of RSUs as may be vested and earned herein, as determined in the Committee’s discretion), as such number of performance- and service-based restricted stock units may be adjusted in accordance with Section 10 below.

(i)“Shares” shall mean a number of shares of the Company’s Common Stock equal to the number of RSUs (or such greater or lesser number of shares as may be vested and earned herein, as determined in the Committee’s discretion).

2.Grant of Units. On _________, the Company granted the RSUs to the Participant, each of which represents the right to receive one Share upon vesting of such RSUs, subject to and in accordance with the terms, conditions and restrictions set forth in the Plan, the Award Notice, and this Agreement.

3.RSU Account. The Company shall cause an account (the “Unit Account”) to be established and maintained on the books of the Company to record the number of RSUs credited to the Participant under the terms of this Agreement. The Participant’s interest in the Unit Account shall be that of a general, unsecured creditor of the Company.

4.Vesting; Settlement; Tax Withholding.

(a)As promptly as practicable (and, in no event more than 70 days) following the last day of the Performance Period, the Committee shall determine if and the extent to which the Performance Conditions have been satisfied (the date of such determination, the “Determination Date”), and any RSUs with respect to which the Performance Conditions have been satisfied shall become vested effective as of the last day of the Performance Period, subject to Section 5(e); provided that, unless otherwise provided in Section 5, the Participant also meets the continued employment or service condition set forth in the Award Notice. Any RSU which does not become vested effective as of the last day of the Performance Period shall be cancelled and forfeited to the Company without consideration or any further action by the Participant or the Company. In the event of an equity restructuring, the Committee shall adjust any Performance Condition to the extent it is affected by such restructuring in order to preserve (without enlarging) the likelihood that such Performance Condition shall be satisfied. The manner of such adjustment shall be determined by the Committee in its sole discretion. For this purpose, “equity restructuring” shall mean an “equity restructuring” as defined in Financial Accounting Standards Board Accounting Standards Codification 718- 10 (formerly Statement of Financial Accounting Standards 123R).

(b)The Company shall deliver to the Participant one share of Common Stock for each vested RSU (as adjusted under the Plan), pursuant to Section 4(c) below, and each such vested RSU shall be cancelled upon delivery.

7

LEGAL/51561422v3

Shares, free and clear of all restrictions, shall be issued to the Participant (or his or her beneficiary) only in the event, and to the extent, that the RSUs have vested and been earned as provided in the Award Notice and in the Agreement. Upon vesting of the RSUs, Shares shall be issued to the Participant
8

LEGAL/51561422v3


(or his or her beneficiary) within 70 days following the applicable vesting date set forth in Section 4(a) herein. Notwithstanding the foregoing, the following provisions shall apply: (i) any Shares earned and vested due to termination of employment or service as provided in Section 5(c) or Section 5(f) shall be paid within 70 days following the Participant’s Termination Date; (ii) any Shares earned and vested following Retirement as provided in Section 5(d) shall be paid within 70 days following the applicable vesting date set forth in Section 4(a) and Section 5(d) herein; (iii) any Shares earned and vested as a result of a Change in Control as provided in Section 5(i) shall be paid within 70 days following the date of the Change in Control; and (iv) any Shares earned and vested due to a Qualifying Termination as provided in Section 5(j) shall be paid within 70 days following the Participant’s Termination Date. If the 70-day period described herein begins in one calendar year and ends in another, the Participant (or his or her beneficiary) shall not have the right to designate the calendar year of the payment (except as otherwise provided below with respect to a delay in payments if the Participant is a “specified employee”). Further, if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Participant (or his or her beneficiary), the payment will be treated as made within the applicable 70-day time period specified herein if the payment is made during the first taxable year of the Participant in which the calculation of the amount of the payment is administratively practicable or otherwise in accordance with Code Section 409A. Notwithstanding the foregoing, if the Participant is or may be a “specified employee” (as defined under Code Section 409A), and the distribution is considered deferred compensation under Code Section 409A, then such distribution if made due to separation from service shall be subject to delay as provided in Section 14(u) of the Plan (or any successor provision thereto).

(c)The Participant shall be required to pay to the Company or, if different, the Service Recipient, an amount in cash (by check or wire transfer) equal to the aggregate amount of any income, employment and/or other applicable taxes (the “Withholding Taxes”) that are statutorily required to be withheld in respect of the RSUs. Alternatively, the Company may elect, in its sole discretion, to satisfy this requirement by withholding such amount from any cash compensation or other cash amounts owing to the Participant. Without limiting the foregoing, the Committee may (but is not obligated to), in its sole discretion, permit or require the Participant to satisfy, all or any portion of the minimum Withholding Taxes that are statutorily required to be withheld with respect to the RSUs by (i) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest) having an aggregate Fair Market Value equal to such minimum statutorily required Withholding Taxes (or portion thereof); or (ii) having the Company withhold from the Shares otherwise issuable or deliverable to, or that would otherwise be retained by, the Participant upon the vesting of the RSUs, a number of Shares with an aggregate Fair Market Value equal to an amount not in excess of such minimum statutorily required Withholding Taxes (or portion thereof). Notwithstanding the foregoing, the Committee, subject to its having considered the applicable accounting impact of any such determination, has full discretion to allow the Participant to satisfy, in whole or in part, any additional Withholding Taxes payable by him or her with respect to the RSUs by electing to have the Company withhold from the Shares issuable to the Participant upon the vesting of the RSUs, a number of Shares having an aggregate Fair Market Value that is greater than the applicable minimum required statutory Withholding Taxes (but such withholding may in no event be in excess of the maximum statutory withholding amount(s) in the Participant’s relevant tax jurisdiction). Further, for non-U.S. Participants, the Company may withhold from the Shares issuable to such non-U.S. Participant upon the vesting of the RSUs, a number of Shares having an aggregate Fair Market Value up to the maximum statutory withholding amount(s) in the non-U.S. Participant’s relevant tax jurisdiction.

The Company shall pay any costs incurred in connection with issuing the Shares. Upon the issuance of the Shares (to the extent earned) to the Participant, the Participant’s Unit Account shall be eliminated.
9

LEGAL/51561422v3

Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to issue or transfer the Shares as contemplated by this Agreement unless and until such issuance
10

LEGAL/51561422v3


or transfer shall comply with all relevant provisions of law and the requirements of any stock exchange on which the Company’s shares are listed for trading.

5.Termination of Employment or Service.

(a)Subject to the provisions of this Section 5, if the Participant’s employment with or service to the Company Group terminates for any reason, the unvested RSUs shall terminate as of the effective date of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan).

(b)If the Participant’s employment or service is terminated during the Performance Period or after the last day of the Performance Period but before the Determination Date (i) by the Service Recipient for Cause or by the Participant when grounds existed for Cause at the time thereof (as determined by the Committee), or (ii) by the Service Recipient by reason of the Participant having engaged in Detrimental Activity (which includes, for purposes of this Agreement, any violation of the Sales Integrity Policy (the “SI Policy”)), then the unvested RSUs shall terminate as of the Termination Date and Participant shall forfeit the number of shares of Common Stock acquired pursuant to previously-vested RSUs (or, if all or some of such shares have been sold, Participant shall pay to the Company the value realized upon such sale).

(c)If the Participant’s employment or service is terminated by the Service Recipient during the Performance Period due to or during the Participant’s Disability or due to the Participant’s death, a pro- rated number of the target number of RSUs granted hereunder shall become vested and nonforfeitable (irrespective of performance) based on the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 4.

(d)In the event the Participant’s employment with or service to the Company Group is terminated as a result of the Participant’s Retirement, the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs is not at least six months prior to the date of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination Date.

(e)If the Participant’s employment with or service to the Company Group terminates for any reason after the last day of the Performance Period and before the Determination Date (other than a as set forth in Section 5(b) the Participant without Good Reason), and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date.

11

LEGAL/51561422v3

(f)Notwithstanding anything herein to the contrary, the RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 if the Participant’s employment with or service to the Company Group shall be terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case if such termination of the Participant’s employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (i)actual performance through the Termination Date, as determined by the Committee, or (ii)if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committee.

For purposes of this Section 5, “Good Reason” means the occurrence of any of the following, without the Participant’s written consent:
12

LEGAL/51561422v3


(i)a material diminution in the Participant’s base salary;

(ii)a material diminution in the Participant’s authority, duties, responsibilities or
position; or

(iii)a permanent reassignment by the Company or the Service Recipient of the Participant’s primary office to a location that is more than 100 miles from the Participant’s assigned primary office;

provided, however, that a termination by the Participant for any of the reasons listed in (i)through (iii) above shall not constitute a termination for Good Reason unless the Participant shall first have delivered to the Company written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than 60 days after the initial occurrence of such event), and the Company fails to cure such event within 30 days after receipt of this written notice. The Participant’s employment must be terminated for Good Reason within 120 days after the occurrence of an event of Good Reason.

(g)The Participant’s rights with respect to the RSUs shall not be affected by any change in the nature of the Participant’s employment or service so long as the Participant continues to be an employee or consultant, respectively, of the Company Group. Whether (and the circumstances under which) employment or service has terminated and the determination of the Termination Date for the purposes of this Agreement shall be determined by the Committee (or, with respect to any Participant who is not a director or “officer” as defined under Rule16a-1(f) of the Exchange Act, such action may also be taken by its designee, in each case whose good faith determination shall be final, binding and conclusive; provided, that such designee may not make any such determination with respect to the designee’s own employment for purposes of the RSUs).

(h)Without limiting the effect of Section 5(f) herein, and subject to Section 12 of the Plan, in the event of a Change in Control during the Participant’s employment with or service to the Company Group or while any RSUs remain outstanding and eligible to vest, and prior to the completion of the Performance Period, the successor or surviving company in the Change in Control may assume or substitute for the RSUs (or in which the Company is the ultimate parent corporation and continues the RSUs), with the actual number of RSUs determined based on (i) actual performance through the date of such Change in Control, as determined by the Committee, or (ii) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committee, and such assumed or substituted RSUs shall remain outstanding and eligible to vest based on continued service through the last day of the Performance Period, except to the extent otherwise provided in the Plan or the Agreement. Notwithstanding the foregoing, in the event the successor or surviving company in the Change in Control does not assume or substitute for the RSUs (or in which the Company is the ultimate parent corporation and does not continue the RSUs) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Committee) as RSUs outstanding under the Plan immediately prior to the Change in Control, then the target number of RSUs granted hereunder shall become immediately fully vested as of the date of such Change in Control and settled in accordance with Section 4.

Notwithstanding anything to the contrary contained herein, in the event of a Qualifying Termination (as defined in the Severance Agreement) and a Change in Control has not occurred, a pro-rated number of the target number of RSUs granted hereunder shall become vested and nonforfeitable (irrespective of
13

LEGAL/51561422v3

performance) as of the Termination Date based on the number of days in the Performance Period prior to the Termination Date (inclusive), plus an additional 730 days (not to exceed 1,095 days),
14

LEGAL/51561422v3


relative to the number 1,095. Any RSUs that vest as provided herein shall be settled in accordance with Section 4.

6.Dividend Equivalents. A Participant holding unvested RSUs shall be entitled to be credited with dividend equivalent payments (upon the payment by the Company of dividends on Shares), which shall accrue in cash without interest (unless otherwise elected by the Committee) and shall be delivered in cash (unless the Committee in its sole discretion, elects to settle such amount in shares of Common Stock, other securities, other Awards or other property having a Fair Market Value as of the settlement date equal to the amount of such dividends). Accrued dividend equivalents shall not be paid unless and until the underlying RSUs (or portion thereof) have vested. Any such dividend equivalents in respect of unvested RSUs shall be paid within fifteen (15) days after the RSUs are vested and become payable or distributable unless the Committee determines otherwise.

7.Restrictions on Transfer. The Participant may not assign, alienate, pledge, attach, sell or otherwise transfer or encumber the RSUs or the Participant’s right under the RSUs to receive Shares (unless such transfer is specifically required pursuant to a domestic relations order or by applicable law), other than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against any member of the Company Group; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

8.No Right to Continued Employment or Service. Neither the Plan, the Agreement nor any action taken thereunder or hereunder shall be construed as giving the Participant any right to be retained in the employ or service of the Service Recipient or any other member of the Company Group. The Service Recipient or any other member of the Company Group may at any time dismiss the Participant from employment or discontinue any consulting relationship, free from any liability or claim under the Plan or this Agreement, unless otherwise expressly provided in the Plan or this Agreement.

9.No Rights as a Stockholder. Except as otherwise provided in the Plan or this Agreement, the Participant shall not be entitled to the privileges of ownership in respect of the Shares until the Shares have been issued or delivered to the Participant.

10.Adjustments Upon Change in Capitalization. The terms of this Agreement, including the RSUs, the Participant’s Unit Account, any dividend equivalent payments accrued pursuant to Section 6 and/or the Shares, shall be subject to adjustment in accordance with Section 12 of the Plan. This paragraph shall also apply with respect to any extraordinary dividend or other extraordinary distribution in respect of the Company’s Common Stock (whether in the form of cash or other property) to the extent provided in the Plan.

11.Award Subject to Plan. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The RSUs granted hereunder are subject to the Plan. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference. Unless the Committee determines otherwise, in the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan shall govern and prevail.

Severability. If any provision of the Plan or this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to the Participant or the RSUs, or would disqualify the Plan or the RSUs under any law deemed applicable by the Committee, such provision shall be construed or deemed
15

LEGAL/51561422v3

amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Agreement,
16

LEGAL/51561422v3


such provision shall be construed or deemed stricken as to such jurisdiction, the Participant or the RSUs and the remainder of the Plan and this Agreement shall remain in full force and effect.

12.Governing Law; Waiver of Jury Trial; Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof; provided, however, that Appendix A (Restrictive Covenants) shall be governed by and construed in accordance with the internal laws of the State of Florida applicable to contracts made and performed wholly within the State of Florida. The Participant hereby irrevocably waives all right to a trial by jury in any suit, action or other proceeding instituted by or against such Participant in respect of the Participant’s rights or obligations hereunder. Any suit, action or proceeding with respect to this Agreement (or any provision incorporated by reference), or any judgment entered by any court in respect of any thereof, shall be brought only in any court of competent jurisdiction in the State of Florida, and each of the Participant, the Company, and any transferees who hold RSUs pursuant to a valid assignment, hereby submit to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding, or judgment. Each of the Participant, the Company, and any transferees who hold RSUs pursuant to a valid assignment hereby irrevocably waive (a) any objections which he or she may now or hereafter have to the laying of the venue of any suit, action, or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Florida and (b) any claim that any such suit, action, or proceeding brought in any such court has been brought in any inconvenient forum.

13.Language. If the Participant has received a copy of this Agreement (or the Plan or any other document related hereto or thereto) translated into a language other than English, such translated copy is qualified in its entirety by reference to the English version thereof, and in the event of any conflict the English version shall govern. The Participant acknowledges that the Participant is sufficiently proficient in English to understand the terms and conditions of the Plan and this Agreement.

14.Successors in Interest. Any successor to the Company shall have the benefits of the Company under, and be entitled to enforce, this Agreement. Likewise, the Participant’s legal representative shall have the benefits of the Participant under, and be entitled to enforce, this Agreement. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be final, binding and conclusive upon the Participant’s heirs, executors, administrators and successors.

15.Data Privacy Consent.

The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other RSU grant materials by and among, as applicable, the Service Recipient, the Company and other members of the Company Group for the purpose of implementing, administering and managing the Plan.

Participant understands that the Company and the Service Recipient may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address, email address and telephone number, date of birth, passport, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all stock options, restricted stock units or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the purpose of implementing, administering and managing the Plan.

17

LEGAL/51561422v3

The Participant understands that Data will be transferred to any third parties as may be selected by the Company (presently or in the future), which assist the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Participant
understands that if the Participant resides outside the United States the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Participant’s local human resources representative. The Participant authorizes the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purpose of implementing, administering and managing the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Plan. The Participant understands that if the Participant resides outside the United States, the Participant may, at any time, view Data, request information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative. Further, the Participant understands that the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s employment status or service with the Service Recipient will not be affected; the only consequence of refusing or withdrawing the Participant’s consent is that the Company may not be able to grant options or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant’s local human resources representative.

16.Restrictive Covenants. The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates, that the Participant shall be allowed access to confidential and proprietary information (including but not limited to trade secrets) about those businesses, as well as access to the prospective and actual customers, suppliers, investors, clients and partners involved in those businesses, and the goodwill associated with the Company and its Affiliates. Participant accordingly agrees to the provisions of Appendix A to this Agreement (the “Restrictive Covenants”). For the avoidance of doubt, the Restrictive Covenants contained in this Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants or agreements between the Participant and the Company or any of its Affiliates.

17.Repayment of Proceeds; Clawback Policy; Compliance with Ownership and Other Policies and Agreements.

(a)If a Restrictive Covenant Violation occurs or the Company discovers after a termination of employment or service that grounds existed for Cause at the time thereof, then the Participant shall be required, unless the Committee determines otherwise, in addition to any other remedy available (on anon- exclusive basis), to pay to the Company, within ten (10) business days of the Company’s request to the Participant therefor, an amount equal the aggregate after-tax proceeds (taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment) the Participant received upon the sale or other disposition of, or distributions in respect of, the RSUs and any Shares or cash issued in respect thereof. Any reference in this Agreement to grounds existing for a termination of employment or service with Cause shall be determined without regard to any
18

LEGAL/51561422v3

notice period, cure period or other procedural delay or event required prior to finding of or termination with Cause.

The RSUs shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) any clawback, forfeiture or other similar policy adopted by the Board or the Committee and as in effect from time to time and (ii) applicable law. Further, to the extent that the Participant receives any amount in excess of the amount that the Participant should otherwise have received under the terms of this Agreement for any reason (including, without limitation, by reason of a financial
19

LEGAL/51561422v3


restatement, mistake in calculations or other administrative error), the Participant shall be required to repay any such excess amount to the Company.

(b)Without limiting the terms of the Plan, and as a condition to receiving the RSUs or any benefit hereunder, the Participant agrees that he or she shall abide by all provisions of any equity retention policy, stock ownership guidelines and/or other policies adopted by the Company or an Affiliate, each as in effect from time to time and to the extent applicable to the Participant.

18.Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting this Agreement and the grant of the RSUs contemplated hereunder, the Participant expressly acknowledges that (A) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (B) the grant of RSUs is a one-time benefit that does not create any contractual or other right to receive future grants of RSUs or other Awards under the Plan, or benefits in lieu of RSUs;
(C) all determinations with respect to future grants of RSUs, if any, including the grant date, the number of Shares granted and the applicable vesting terms, shall be at the sole discretion of the Committee and/or the Company; (D) the Participant’s participation in the Plan is voluntary; (E) the value of the RSUs is an extraordinary item of compensation that is outside the scope of the Participant’s employment or consulting contract, if any, and nothing can or must automatically be inferred from such employment or consulting contract or its consequences; (F) grants of RSUs are not part of normal or expected compensation for any purpose and are not to be used for calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, the Participant waives any claim on such basis, and for the avoidance of doubt, the RSUs shall not constitute an “acquired right” under the applicable law of any jurisdiction; and (G) the future value of the underlying Shares is unknown and cannot be predicted with certainty. In addition, the Participant hereby waives any claim to continued vesting of the RSUs or to damages or severance entitlement related to non-continuation of the RSUs beyond the period provided under the Plan or this Agreement, except to the extent of any provision to the contrary in any written employment contract or other agreement between the Service Recipient and/or any member of the Company Group and the Participant, whether any such agreement is executed before, on or after the Date of Grant.

19.Amendment of Agreement. The Committee may, to the extent consistent with the terms of the Plan and this Agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any RSUs granted hereunder or this Agreement, prospectively or retroactively (including after the Participant’s Termination); provided, that, other than as provided in the Plan or Section 2 of the Award Notice, any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant with respect to the RSUs granted hereunder shall not to that extent be effective without the consent of the Participant; provided, further, that in no event shall any such amendment alter the Minimum Vesting Condition. Notwithstanding anything in this Agreement or the Plan to the contrary, in the event of any act of God, war, natural disaster, aircraft grounding, revocation of operating certificate, terrorism, strike, lockout, labor dispute, work stoppage, fire, pandemic, epidemic or quarantine restriction, act of government, critical materials shortage, or any other act beyond the control of the Company, whether similar or dissimilar (each a “Force Majeure Event”), which Force Majeure Event affects the Company or its Affiliates, the Committee, in its sole discretion, may (i) terminate, (ii) amend or modify or (iii) suspend, delay, defer (for such period of time as the Committee may deem necessary), or substitute the RSUs granted hereunder (whether due currently or in the future), including, but not limited to, any RSUs that have accrued to the benefit of the Participant but have not yet been paid, subject to Section 409A of the Code, and the regulations and guidance promulgated thereunder.

20

LEGAL/51561422v3

Award Administrator. The Company may from time to time designate a third party (an “Award Administrator”) to assist the Company in the implementation, administration and management of the Plan
21

LEGAL/51561422v3


and any RSUs granted thereunder, including, but not limited to, by sending award notices on behalf of the Company to Participants, and by facilitating through electronic means acceptance of agreements by Participants.

20.Section 409A of the Code.

(a)Notwithstanding any provision of the Plan or this Agreement to the contrary, it is intended that the provisions of this Agreement comply with, or be exempt from, Section 409A of the Code, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of the Participant in connection with this Agreement (including any taxes and penalties under Section 409A of the Code), and neither the Service Recipient nor any other member of the Company Group shall have any obligation to indemnify or otherwise hold the Participant (or any beneficiary) harmless from any or all such taxes or penalties. If the RSUs are considered “deferred compensation” subject to Section 409A of the Code, references in this Agreement to “termination of employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A of the Code. For purposes of Section 409A of the Code, each of the payments that may be made in respect of the RSUs shall be deemed as separate payments.

(b)Notwithstanding anything in the Plan or this Agreement to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A of the Code, no payments in respect of any RSU that is “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six (6) months after the date of the Participant’s “separation from service” or, if earlier, the date of the Participant’s death. Following any applicable six (6) month delay, all such delayed payments shall be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day.

(c)Unless otherwise provided by the Committee in this Agreement or otherwise, in the event that the timing of payments in respect of the RSUs (that would otherwise be considered “deferred compensation” subject to Section 409A of the Code) would be accelerated upon the occurrence of (i) a Change in Control, no such acceleration shall be permitted (to the extent required under Section 409A) unless the event giving rise to the Change in Control satisfies the definition of a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the Code or (ii) a Disability, no such acceleration shall be permitted unless the Disability also satisfies the definition of “Disability” pursuant to Section 409A of the Code if and to the extent required under Section 409A of the Code.

Restriction on Restricted Stock Unit Award and Shares. The obligation of the Company to settle the RSUs in Shares or other consideration shall be subject to all applicable laws, rules and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of this Agreement to the contrary, the Company shall be under no obligation to offer to sell, and shall be prohibited from offering to sell or selling, any Shares underlying the RSUs unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel (if the Company has requested such an opinion), satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act any of the
22

LEGAL/51561422v3

Shares. The Committee shall have the authority to provide that all Shares shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, this Agreement,
23

LEGAL/51561422v3


the Federal securities laws or the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or quoted and any other applicable Federal, state, local or non-U.S. laws, rules, regulations and other requirements, and, without limiting the generality of the Plan, the Committee may cause a legend or legends to be put on certificates representing the Shares. Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right to add any additional terms or provisions to the Performance- and Service-Based Restricted Stock Unit Agreement that the Committee, in its sole discretion, deems necessary or advisable in order that this Agreement complies with the legal requirements of any governmental entity to whose jurisdiction this Agreement is subject. The Committee may cancel the RSUs or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company’s acquisition of shares of Common Stock from the public markets, the Company’s issuance of the Shares to the Participant, the Participant’s acquisition of the Shares from the Company and/or the Participant’s sale of Common Stock to the public markets, illegal, impracticable or inadvisable. If the Committee determines to cancel all or any portion of the RSUs in accordance with the foregoing, the Company shall, subject to any limitations or reductions as may be necessary to comply with Section 409A of the Code, provide the Participant with a cash payment or equity subject to deferred vesting and delivery consistent with the vesting restrictions applicable to the RSUs.

21.Book Entry Delivery of Shares. Whenever reference in this Agreement is made to the issuance or delivery of certificates representing one or more Shares, the Company may elect to issue or deliver such Shares in book entry form in lieu of certificates.

22.Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through a non-line or electronic system established and maintained by the Company or a third party designated by the Company.

23.Acceptance and Agreement by the Participant. By accepting the RSUs (including through electronic means), the Participant agrees to be bound by the terms, conditions and restrictions set forth in the Plan, this Agreement and the Company’s policies, as in effect from time to time, relating to the Plan.

24.No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

Appendices For Non-U.S. Participants. Notwithstanding any provisions in this Agreement, Participants residing and/or working outside the United States shall be subject to the Terms and Conditions for Non-U.S. Participants attached hereto as Appendix B and to any Country-Specific Terms and Conditions for the Participant’s country attached hereto as Appendix C. If the Participant relocates from the United States to another country, the Terms and Conditions for Non-U.S. Participants and the applicable Country-Specific Terms and Conditions shall apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Moreover, if the Participant relocates between any of the countries included in the Country- Specific Terms and Conditions, the special terms and conditions for such country shall apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal
24

LEGAL/51561422v3

or administrative reasons. The Terms and Conditions for Non-U.S. Participants and the Country-Specific Terms and Conditions constitute part of this Agreement.
25

LEGAL/51561422v3


25.Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

26.Right of Offset. Subject to any considerations under Section 409A of the Code, the Company shall have the right to offset against its obligation to deliver Shares under this Agreement any outstanding amounts (including, without limitation, travel and entertainment or advance account balances, loans, repayment obligations under any Awards or amounts repayable to the Company pursuant to tax equalization, housing, automobile or other employee programs) that the Participant then owes to any member of the Company Group and any amounts the Committee otherwise deems appropriate pursuant to any tax equalization policy or agreement. Notwithstanding the foregoing, if the RSUs are “deferred compensation” subject to Section 409A of the Code, the Committee shall have no right to offset against its obligation to deliver Shares under this Agreement if such offset could subject the Participant to the additional tax imposed under Section 409A of the Code in respect of the RSUs.

27.Waiver. The Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant or any other participant in the Plan.

28.Rules of Construction. Headings are given to the sections of this Agreement solely as a convenience to facilitate reference. The reference to any statute, regulation or other provision of law shall (unless the Administrator determines otherwise) be construed to refer to any amendment to or successor of such provision of law.

29.Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one in the same agreement.

30.Detrimental Activity. Notwithstanding anything to the contrary contained herein, if the Committee determines, in its sole discretion, that Participant has engaged in Detrimental Activity (which includes, for purposes of this Agreement, any violation of the SI Policy), then Participant shall (i) forfeit any unvested RSUs, and (ii) forfeit the number of shares of Common Stock acquired pursuant to previously-vested RSUs (or, if all or some of such shares have been sold, Participant shall pay to the Company the value realized upon such sale).

31.Opportunity to Review. Participant acknowledges that the Company has provided Participant with at least seven (7) days to consider the terms of this Agreement before the offer to enter into the Agreement expired, and that to the extent Participant signs this Participant before the end of such review period, Participant is doing so voluntarily.

THE COMPANY HEREBY ADVISES PARTICIPANT OF THE RIGHT TO SEEK LEGAL COUNSEL BEFORE EXECUTION OF THIS AGREEMENT.
PARTICIPANT ACKNOWLEDGES THAT IN THE COURSE OF PARTICIPANT’S EMPLOYMENT OR SERVICE WITH THE COMPANY, PARTICIPANT WILL RECEIVE CONFIDENTIAL INFORMATION AND CUSTOMER RELATIONSHIPS OF THE COMPANY; THAT PARTICIPANT HAS CAREFULLY READ THIS AGREEMENT; THAT THE COMPANY HAS ADVISED PARTICIPANT OF THE RIGHT TO SEEK LEGAL
26

LEGAL/51561422v3

COUNSEL BEFORE EXECUTING THIS AGREEMENT AND HAS CONSULTED WITH AN ATTORNEY OF HIS OR HER CHOOSING TO THE EXTENT PARTICIPANT DESIRES LEGAL ADVICE REGARDING THIS AGREEMENT; AND THAT PARTICIPANT UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT

[Signatures follow]
27

LEGAL/51561422v3

IN WITNESS WHEREOF, the parties have caused this Agreement to be effective as of the Date of Grant.

HILTON GRAND VACATIONS INC.

By:     
Mark D. Wang
President and Chief Executive Officer

Acknowledged and Agreed:

____________________________________
Participant Signature
28

LEGAL/51561422v3

APPENDIX A RESTRICTIVE COVENANTS

1.Non-Competition; Non-Solicitation.1

(a)Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows:

(i)During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (such period combined with the Employment Term, the “Restricted Period”), Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in connection with the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or service.

(ii)During the Restricted Period, Participant shall not directly or indirectly, within the United States or any other territory where Participant is working on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or service (if the conduct occurs while Participant is still employed or engaged by the Company or any of its Affiliates) or the date of Participant’s termination of employment or service (if the conduct occurs after Participant is no longer employed or engaged by the Company or any of its Affiliates), as applicable:

(A)engage in the Business providing services for a Competitor in the nature of the services Participant provided to the Company at any time in the three years prior to the termination of Participant’s employment or service;

(B)engage in the Business in a role in which it is reasonably likely Participant would use Confidential Information or customer relationships of the Restricted Group;

(C)enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business;

(D)acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or

1 In compliance with California Business and Professions Code Section 16600.1, Section 1 of this Appendix A, with the exception of Section 1(a)(iv)(A), shall not apply to any Participant that is a resident of the state of California (a “California Resident”). The Company will not attempt to enforce Section 1 of this Appendix A, other than Section 1(a)(iv)(A) thereof, if the Participant is a California Resident.  

29

LEGAL/51561422v3

(E)intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.

(iii)Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person.

(iv)During the Restricted Period, Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:

(A)solicit or encourage any employee of the Restricted Group to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or

(B)hire any employee of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business.

(v)For purposes of this Agreement:

(A)“Restricted Group” shall mean the Company Group and, to the extent engaged in the Business, its Affiliates, provided, however, that for the purposes of this definition, an “Affiliate” shall not include any portfolio company of The Blackstone Group L.P. or its Affiliates (other than the Company Group).

(B)“Business” shall mean the business of owning, financing, developing, redeveloping, managing, marketing, operating, licensing, leasing or franchising vacation, timeshare or lodging properties, and natural ancillary business products and services related to such business, including, without limitation, membership services, exchange programs, rental programs, and provision of amenities.

(C)“Competitor” shall mean any person or entity engaged in the Business, including, but not limited to, any vacation, timeshare or lodging companies that are comparable in size to the Company. Such term shall also include, with respect to any person that is not primarily engaged in the Business, any subsidiary or affiliate of such person that is engaged in the Business, including any such subsidiary or affiliates that becomes, or has become, a separate, independent company or partially-owned company (either via “spin-off” or otherwise), and such company is engaged in the Business.

(b)It is expressly understood and agreed that although Participant and the Company consider the restrictions contained in this Section 1 to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Appendix A is an unenforceable restriction against Participant, the provisions of this Appendix A shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Appendix A is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. Notwithstanding the foregoing, if Participant’s principal place of employment or service on the date hereof is located in Virginia, then this Section 1(b) of this
30

LEGAL/51561422v3

Appendix A shall not apply following Participant’s termination of employment or service to the extent any such provision is prohibited by applicable Virginia law.

(c)The period of time during which the provisions of this Section 1 shall be in effect shall be extended by the length of time during which Participant is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

(d)Notwithstanding the foregoing, if Participant’s principal place of employment or service on the date hereof is located in California or any other jurisdiction where any provision of this Section 1 is prohibited by applicable law, then the provisions of this Section 1 shall not apply following Participant’s termination of employment or service to the extent any such provision is prohibited by applicable law.

2.Confidentiality; Non-Disparagement; Intellectual Property; Protected Rights.

(a)Confidentiality.

(i)Participant shall not at any time (whether during or after Participant’s employment with or service to the Company) (x) retain or use for the benefit, purposes or account of Participant or any other Person; or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company or any of its Affiliates (other than its professional advisers who are bound by confidentiality obligations or otherwise in performance of Participant’s duties under Participant’s employment or service and pursuant to customary industry practice), any non-public proprietary or confidential information (including, without limitation, trade secrets know-how research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals) concerning the past, current or future business, activities and operations of the Company, its Subsidiaries or Affiliates and/or any third party that has disclosed or provided any of same to the Company on a confidential basis (“Confidential Information”) without the prior written authorization of the Board.

(ii)“Confidential Information” shall not include any information that is (a) generally known to the industry or the public other than as a result of Participant’s breach of this covenant; (b )made legitimately available to Participant by a third party without breach of any confidentiality obligation of which Participant has knowledge; or (c) required by law to be disclosed provided that, unless otherwise provided under applicable law, with respect to subsection (c), Participant shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment.

(iii)Except as required by law, Participant shall not disclose to anyone, other than Participant’s family (it being understood that, in this Agreement, the term “family” refers to Participant’s spouse, minor children, parents and spouse’s parents) and advisors, the existence or contents of this Agreement provided that Participant may disclose to any prospective future employer the provisions of this Appendix A. This Section 2(a)(iii) shall terminate if the Company publicly discloses a copy of this Agreement (or, if the Company publicly discloses summaries or excerpts of this Agreement, to the extent so disclosed).

31

LEGAL/51561422v3

(iv)Upon termination of Participant’s employment with or service to the Company or any of its Affiliates for any reason, Participant shall (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company, its Subsidiaries or Affiliates; and (y) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in Participant’s possession or control (including any of the foregoing stored or located in Participant’s office, home, laptop or other computer, whether or not Company property) that contain Confidential Information, except that Participant may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information.

(v)Participant acknowledges and agrees that the Company and its Affiliates will prosecute any non-confidential disclosure or misappropriation of the Company’s and/or its Affiliates’ trade secrets to the full extent allowed by federal, state and common law. Participant further acknowledges and agrees that Participant has received and understands the following notice concerning immunity from liability for confidential disclosure of a trade secret to the government or in a court filing: Pursuant to the Defend Trade Secrets Act, 18 U.S.C. § 1833, an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (A)in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(b)Non-Disparagement. During Participant’s Employment Term and at all times thereafter (including following the termination of Participant’s Employment Term for any reason), Participant shall not intentionally make any statement that criticizes, ridicules, disparages or is otherwise derogatory of the Company, any of its Affiliates, or any of their respective officers, directors, stockholders, employees or other service providers, or any product or service offered by the Company or any of its Affiliates; provided, however, that nothing contained in this Section 2(b) shall preclude Participant from providing truthful testimony in any legal proceeding, or making any truthful statement (i) to any governmental agency; (ii) as required or permitted by applicable law or regulation; (iii) as required by court order or other legal process; or (iv) after the Restricted Period, for any legitimate business reason.2

(c)Intellectual Property.

(i)If Participant has created, invented, designed, developed, contributed to or improved any works of authorship, inventions, intellectual property, materials, documents or other work product (including without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials) (“Works”), either alone or with third parties, prior to Participant’s employment or engagement by the Company or any of its Affiliates, that are relevant to or implicated by such employment (“Prior Works”), Participant hereby grants the Company a perpetual, non-exclusive royalty-free, worldwide, assignable, sublicensable license under all rights and intellectual property rights (including rights under patent, industrial property, copyright, trademark, trade
2 For any Participant who is a California Resident, nothing in this Agreement prevents Participant from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Participant has reason to believe is unlawful.

32

LEGAL/51561422v3

secret, unfair competition and related laws) therein for all purposes in connection with the Company’s current and future business.3

(ii)If Participant creates, invents, designs, develops, contributes to or improves any Works, either alone or with third parties, at any time during Participant’s employment by or service to the Company and within the scope of such employment or service and with the use of any Company resources (“Company Works”), Participant shall promptly and fully disclose same to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company.

(iii)Participant shall take all reasonably requested actions and execute all reasonably requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Prior Works and Company Works. If the Company is unable for any other reason, after reasonable attempt, to secure Participant’s signature on any document for this purpose, then Participant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Participant’s agent and attorney in fact, to act for and in Participant’s behalf and stead to execute any documents and to do all other lawfully permitted acts required in connection with the foregoing.

(iv)Participant shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party. Participant shall comply with all relevant policies and guidelines of the Company that are from time to time previously disclosed to Participant, including regarding the protection of Confidential Information and intellectual property and potential conflicts of interest. Participant acknowledges that the Company may amend any such policies and guidelines from time to time, and that Participant remains at all times bound by their most current version from time to time previously disclosed to Participant.

(d)Protected Rights. Notwithstanding any other provision of this Agreement, (i) nothing in this Agreement or any other agreement prohibits the Participant from reporting possible violations of law or regulation to any governmental agency or entity, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the Congress and any agency Inspector General (the “Government Agencies”), or communicating with Government Agencies or otherwise participating in any investigation or proceeding that may be conducted by Government Agencies, including providing documents or other information, (ii) the Participant does not need the prior authorization of the Company to take any action described in (i), and the Participant is not required to notify the Company that he or she has taken any action described in (i); and (iii )this Agreement does not limit the Participant’s right to
3 For any Participant who is a California Resident, anything herein to the contrary notwithstanding, and subject to Cal. Labor Code § 2870, nothing herein shall apply to an invention that the Participant developed entirely on his or her own time without using the equipment, supplies, facilities, or trade secret information of the Company or any of its Affiliates except for those inventions that either: (1) relate at the time of conception or reduction to practice of the invention to the Company’s or any of its Affiliates’ business, or actual or demonstrably anticipated research or development of them; or (2) result from any work performed by the Participant for the Company or any of its Affiliates.


33

LEGAL/51561422v3

receive an award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. Further, notwithstanding the foregoing, the Participant will not be held criminally or civilly liable under any federal, state or local trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

The provisions of Section 2 hereof shall survive the termination of Participant’s employment or service for any reason (except as otherwise set forth in Section 2(a)(iii) hereof).
34

LEGAL/51561422v3


APPENDIX B

HILTON GRAND VACATIONS INC. 2023 OMNIBUS INCENTIVE PLAN
PERFORMANCE- AND SERVICE-BASED RESTRICTED STOCK UNIT AGREEMENT

TERMS AND CONDITIONS FORNON-U.S. PARTICIPANTS

Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Plan and the Performance- and Service-Based Restricted Stock Unit Agreement.

1.Responsibility for Taxes. This provision supplements Section 4(d) of the Performance- and Service-Based Restricted Stock Unit Agreement:

(a)The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Service Recipient, the ultimate liability for all income tax, excise tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Service Recipient. The Participant further acknowledges that the Company and/or the Service Recipient (1)make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant, vesting or settlement of the RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Service Recipient (or former service recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(b)If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of satisfying the Withholding Taxes.

(c)Finally, the Participant agrees to pay to the Company or the Service Recipient, any amount of the Withholding Taxes that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Withholding Taxes.

(d)Notwithstanding anything to the contrary in the Plan or in Section 4(d) of the Performance- and Service-Based Restricted Stock Unit Agreement, if the Company is required by applicable law to use a particular definition of fair market value for purposes of calculating the taxable income for the Participant, the Company shall have the discretion to calculate the Shares to be withheld to cover any Withholding Taxes by using either the price used to calculate the taxable income under applicable law or by using the closing price per Share on the New York Stock Exchange (or other
35

LEGAL/51561422v3

principal exchange on which the Shares then trade) on the trading day immediately prior to the date of delivery of the Shares.

Nature of Grant. This provision supplements Section 19 of the Performance- and Service- Based Restricted Stock Unit Agreement:
36

LEGAL/51561422v3


In accepting the grant of the RSUs, the Participant acknowledges, understands and agrees that:

(a)the RSU grant and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company or any member of the Company Group;

(b)the RSUs and the Shares subject to the RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation;

(c)unless otherwise agreed with the Company, the RSUs and the Shares subject to the RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of any member of the Company Group;

(d)for purposes of the RSUs, the Termination Date shall be the date the Participant is no longer actively providing services to the Company or any member of the Company Group (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Participant’s right to vest in the RSUs under the Plan, if any, shall terminate as of such date and shall not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the RSUs grant (including whether the Participant may still be considered to be providing services while on a leave of absence);

(e)unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s Common Stock; and

(f)neither the Company nor any member of the Company Group shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.

2.Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that the Participant may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect his or her ability to, directly or indirectly, acquire, sell, or attempt to sell Shares or rights to Shares (e.g., RSUs) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions or Participant’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant is responsible for ensuring compliance with any applicable restrictions and is advised to consult his or her personal legal advisor on this matter.

Foreign Asset/Account Reporting; Exchange Controls. The Participant’s country may have certain foreign asset and/or account reporting requirements and/or exchange controls that may affect the Participant’s ability to acquire or hold Shares under the Plan or cash received from participating in the Plan
37

LEGAL/51561422v3

(including from any dividends received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside the Participant’s country. The Participant may be required to report such accounts,
38

LEGAL/51561422v3


assets or transactions to the tax or other authorities in his or her country. The Participant also may be required to repatriate sale proceeds or other cash received as a result of the Participant’s participation in the Plan to his or her country through a designated bank or broker and/or within a certain time after receipt. The Participant acknowledges that it is his or her responsibility to be compliant with such regulations, and the Participant is advised to consult his or her personal legal advisor for any details.

3.Termination of Employment. This provision supplements Section 5(d) of the Performance- and Service-Based Restricted Stock Unit Agreement:

Notwithstanding anything in this Section 5(d), if the Company receives a legal opinion that there has been a legal judgment and/or legal development in the Participant’s jurisdiction that likely would result in the favorable treatment that applies to the RSUs when the Participant terminates employment as a result of the Participant’s Retirement being deemed unlawful and/or discriminatory, the provisions of this Section 5(d) regarding the treatment of the RSUs when the Participant terminates employment as a result of the Participant’s Retirement shall not be applicable to the Participant and the remaining provisions of this Section 5 shall govern.
39

LEGAL/51561422v3

APPENDIX C

HILTON GRAND VACATIONS INC. 2023 OMNIBUS INCENTIVE PLAN
PERFORMANCE- AND SERVICE-BASED RESTRICTED STOCK UNIT AGREEMENT

COUNTRY-SPECIFIC TERMS AND CONDITIONS

Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Plan, the Performance- and Service-Based Restricted Stock Unit Agreement and the Terms and Conditions for Non-U.S. Participants.

Terms and Conditions

This Appendix C includes additional terms and conditions that govern the RSUs if the Participant resides and/or works in one of the countries listed below. If the Participant is a citizen or resident of a country (or is considered as such for local law purposes) other than the one in which the Participant is currently residing and/or working or if the Participant moves to another country after receiving the grant of the RSUs, the Company shall, in its discretion, determine the extent to which the terms and conditions herein shall be applicable to the Participant.

Notifications

This Appendix C also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2017. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information in this Appendix C as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time that the RSUs vest or the Participant sells Shares acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation.

If the Participant is a citizen or resident of a country other than the one in which the Participant is currently residing and/or working (or if the Participant is considered as such for local law purposes) or if the Participant moves to another country after receiving the grant of the RSUs, the information contained herein may not be applicable to the Participant in the same manner.










LEGAL/51561422v3




25

LEGAL/51561422v3

JAPAN

Notifications

Foreign Asset/Account Reporting Information. If the Participant holds assets (including cash and Shares acquired under the Plan, and possibly RSUs) outside of Japan with a value exceeding
¥50,000,000 (as of December 31 each year), the Participant is required to comply with annual tax reporting obligations with respect to such assets. The Participant is responsible for complying with this reporting obligation, if applicable, and should consult with Participant’s personal tax advisor to ensure that the Participant is properly complying with applicable reporting requirements.

UNITED KINGDOM

Terms and Conditions

Responsibility for Taxes. This provision supplements Section 1 of the Terms and Conditions for Non-U.S. Participants:

Without limitation to Section 1 of the Terms and Conditions for Non-U.S. Participants, the Participant hereby covenants to pay all Tax-Related Items, as and when requested by the Company, the Service Recipient or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Service Recipient against any Tax-Related Items that they are required to pay or withhold on the Participant’s behalf, have paid or will pay to HMRC (or any other tax authority or other relevant authority).





LEGAL/51561422v3

PERFORMANCE- AND SERVICE-BASED RESTRICTED STOCK UNIT AGREEMENT

HILTON GRAND VACATIONS INC. 2023 OMNIBUS INCENTIVE PLAN

AWARD NOTICE

The Participant has been granted Performance- and Service-Based Restricted Stock Units (or “RSUs”) with the terms set forth in this Award Notice and subject to the terms and conditions of the Plan and the Performance- and Service-Based Restricted Stock Unit Agreement, including its appendices, to which this Award Notice is attached. Capitalized terms used and not defined in this Award Notice shall have the meanings set forth in the Performance- and Service- Based Restricted Stock Unit Agreement and the Plan.

1.General.

Participant: Mark D. Wang

Date of Grant: #GrantDate#

Performance Period:

Target Number of Restricted Stock Units Granted: #QuantityGranted# RSUs

2.Performance Conditions.

Performance Conditions (the “Performance Conditions”): The extent to which the Performance Conditions are satisfied and the number of RSUs which become vested, if any, shall be calculated with respect to each Performance Component identified below. All determinations made with respect to Adjusted EBITDA and Contract Sales shall be made by the Committee in its sole discretion and the applicable Performance Conditions shall not be achieved and the RSUs shall not vest unless and to the extent that the Committee certifies that such Performance Conditions have been met.

•Adjusted EBITDA. The total number of RSUs which become vested based on the achievement of Adjusted EBITDA performance levels shall be equal to (x) the target number of RSUs multiplied by (y) a relative weighting component equal to fifty percent (50%), multiplied by (z) the Achievement Percentage determined based upon the applicable Adjusted EBITDA Position for the Performance Period as follows, and rounded down to the nearest whole Share:


Level of Achievement

Adjusted EBITDA Position
Percentage of Award Earned
Below Threshold


Threshold


Target


Maximum


1

LEGAL/51560174v3


•Contract Sales. The total number of RSUs which become vested based on the achievement of Contract Sales performance levels shall be equal to (x) the target number of RSUs specified above with respect to Contract Sales multiplied by (y) a relative weighting component equal to fifty percent (50%), multiplied by (z) the Achievement Percentage determined based upon the applicable Contract Sales Position for the Performance Period as follows, and rounded down to the nearest whole Share:



Level of Achievement

Contract Sales Position
Percentage of Award Earned
Below Threshold

Threshold

Target

Maximum


•Continued Employment or Service. In addition to the attainment of the Performance Conditions, the Participant must be an employee of or in service to the Company or the Company Group from the Date of Grant until the last day of the Performance Period, except to the extent otherwise provided in the Plan or the Agreement.

•Committee Discretion to Adjust Performance Goals and/or Calculations. In the event of an acquisition or disposition of any business, line of business or assets by the Company, the Committee shall in good faith and in such manner as it may deem equitable adjust the performance goals and/or the calculation of Adjusted EBITDA and Contract Sales to reflect the projected effect of such transaction(s) or event(s), and, notwithstanding Section 20 of this Agreement and Section 13(b) of the Plan, any such adjustment(s) shall not require the consent of the Participant.

3.Definitions.

For purposes of this Award Notice:

(a)“Achievement Percentage” means the “Percentage of Award Earned” specified with respect to the below threshold, threshold, target, and/or maximum levels for each Performance Component, as applicable, or a percentage determined using linear interpolation if actual performance falls between threshold and target, or between target and maximum levels (and rounded to the nearest whole percentage point and, if equally between two percentage points, rounded up). In the event that actual performance does not meet the threshold level for any Performance Component, the “Achievement Percentage” with respect to such Performance Component shall be zero.

(b)“Adjusted EBITDA” means the Company’s earnings before interest expense, taxes and depreciation and amortization, (i) adjusted to exclude gains, losses and expenses in connection with (A) asset dispositions, (B) foreign currency transactions, (C) debt restructurings/retirements,(D) non-cash impairment losses, (E) reorganization costs, including severance and relocation costs, (F) share-based and certain other compensation expenses, (G) costs related to the spin-off, and (H) other items, and (ii) further adjusted for net construction related recognition and deferral activity.

2

LEGAL/51560174v3

“Contract Sales” means the total dollar amount of vacation ownership interest products under purchase agreements signed during the period where the Company has received a down payment of at least ten percent (10%) of the contract price, net of upgrades, before first-day incentives.
3

LEGAL/51560174v3


“Performance Components” means the performance criteria applicable to an Award, as set forth on the Award Notice.
4

LEGAL/51560174v3


PERFORMANCE- AND SERVICE-BASED RESTRICTED STOCK UNIT AGREEMENT

HILTON GRAND VACATIONS INC. 2023 OMNIBUS INCENTIVE PLAN

This Performance- and Service-Based Restricted Stock Unit Agreement (the “Agreement”), entered into the ____ day of _______ and effective as of the Date of Grant (as defined below), is between Hilton Grand Vacations Inc., a Delaware corporation (the “Company”), and the Participant (as defined below).

WHEREAS, the Company has adopted the Hilton Grand Vacations Inc. 2023 Omnibus Incentive Plan (as it may be amended, the “Plan”) to provide a means through which the Company and the other members of the Company Group may attract and retain key personnel and to provide a means whereby officers, employees, consultants and advisors of the Company and the other members of the Company Group can acquire and maintain an equity interest in the Company or receive an incentive award;

WHEREAS, the Participant is an employee or consultant of the Company or another member of the Company Group; and

WHEREAS, the Committee has determined to grant performance- and service-based RSUs to the Participant as provided for herein, and the Company and the Participant hereby wish to memorialize the terms and conditions applicable to the performance- and service-based RSUs.

NOW, THEREFORE, the parties hereto agree as follows:

1.Definitions. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan. In addition to other terms defined herein or in the Award Notice, the following terms shall have the following meanings for purposes of this Agreement:

(a)“Agreement” shall mean this Performance- and Service- Based Restricted Stock Unit Agreement including (unless the context otherwise requires) the Award Notice, Appendix A, and the appendices for non-U.S. Participants attached hereto as Appendix B and Appendix C.

(b)“Award Notice” shall mean the notice to the Participant.

(c)“Date of Grant” shall mean the “Date of Grant” listed in the Award Notice.

(d)“Participant” shall mean the “Participant” listed in the Award Notice.

(e)“Performance Conditions” shall mean the performance conditions set forth in the Award
Notice.

(f)“Performance Period” shall mean the performance period set forth in the Award Notice.

“Restrictive Covenant Violation” shall mean the Participant’s breach of the Restrictive Covenants listed on Appendix A or any covenant regarding confidentiality, competitive activity, solicitation of the Company’s
5

LEGAL/51560174v3

vendors, suppliers, customers, or employees, or any similar provision applicable to or agreed to by the Participant.
6

LEGAL/51560174v3


(g)“Retirement” shall mean the Participant’s termination of employment with the Company Group, other than (i) for Cause or while grounds for Cause exist, (ii) due to the Participant’s death or (iii) due to or during the Participant’s Disability, in each case, following the date on which both (X) the Participant attained the age of 55 years old and (Y) the number of completed years of the Participant’s employment with any member(s) of the Company Group (including any predecessor of a member thereof, including, for the avoidance of doubt, employment by Hilton Worldwide and its affiliates prior to January3, 2017) is at least ten (10).

(h)“RSUs” shall mean that total number of performance- and service-based restricted stock units listed in the Award Notice as “Target Number of Restricted Stock Units Granted” (or such greater or lesser number of RSUs as may be vested and earned herein, as determined in the Committee’s discretion), as such number of performance- and service-based restricted stock units may be adjusted in accordance with Section 10 below.

(i)“Shares” shall mean a number of shares of the Company’s Common Stock equal to the number of RSUs (or such greater or lesser number of shares as may be vested and earned herein, as determined in the Committee’s discretion).

2.Grant of Units. On ____________, the Company granted the RSUs to the Participant, each of which represents the right to receive one Share upon vesting of such RSUs, subject to and in accordance with the terms, conditions and restrictions set forth in the Plan, the Award Notice, and this Agreement.

3.RSU Account. The Company shall cause an account (the “Unit Account”) to be established and maintained on the books of the Company to record the number of RSUs credited to the Participant under the terms of this Agreement. The Participant’s interest in the Unit Account shall be that of a general, unsecured creditor of the Company.

4.Vesting; Settlement; Tax Withholding.

(a)As promptly as practicable (and, in no event more than 70 days) following the last day of the Performance Period, the Committee shall determine if and the extent to which the Performance Conditions have been satisfied (the date of such determination, the “Determination Date”), and any RSUs with respect to which the Performance Conditions have been satisfied shall become vested effective as of the last day of the Performance Period, subject to Section 5(e); provided that, unless otherwise provided in Section 5, the Participant also meets the continued employment or service condition set forth in the Award Notice. Any RSU which does not become vested effective as of the last day of the Performance Period shall be cancelled and forfeited to the Company without consideration or any further action by the Participant or the Company. In the event of an equity restructuring, the Committee shall adjust any Performance Condition to the extent it is affected by such restructuring in order to preserve (without enlarging) the likelihood that such Performance Condition shall be satisfied. The manner of such adjustment shall be determined by the Committee in its sole discretion. For this purpose, “equity restructuring” shall mean an “equity restructuring” as defined in Financial Accounting Standards Board Accounting Standards Codification 718- 10 (formerly Statement of Financial Accounting Standards 123R).

(b)The Company shall deliver to the Participant one share of Common Stock for each vested RSU (as adjusted under the Plan), pursuant to Section 4(c) below, and each such vested RSU shall be cancelled upon delivery.

7

LEGAL/51560174v3

Shares, free and clear of all restrictions, shall be issued to the Participant (or his or her beneficiary) only in the event, and to the extent, that the RSUs have vested and been earned as provided in the Award Notice and in the Agreement. Upon vesting of the RSUs, Shares shall be issued to the Participant
8

LEGAL/51560174v3


(or his or her beneficiary) within 70 days following the applicable vesting date set forth in Section 4(a) herein. Notwithstanding the foregoing, the following provisions shall apply: (i) any Shares earned and vested due to termination of employment or service as provided in Section 5(c) or Section 5(f) shall be paid within 70 days following the Participant’s Termination Date; (ii) any Shares earned and vested following Retirement as provided in Section 5(d) shall be paid within 70 days following the applicable vesting date set forth in Section 4(a) and Section 5(d) herein; (iii) any Shares earned and vested as a result of a Change in Control as provided in Section 5(i) shall be paid within 70 days following the date of the Change in Control; and (iv) any Shares earned and vested due to a Qualifying Termination as provided in Section 5(j) shall be paid within 70 days following the Participant’s Termination Date. If the 70-day period described herein begins in one calendar year and ends in another, the Participant (or his or her beneficiary) shall not have the right to designate the calendar year of the payment (except as otherwise provided below with respect to a delay in payments if the Participant is a “specified employee”). Further, if calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Participant (or his or her beneficiary), the payment will be treated as made within the applicable 70-day time period specified herein if the payment is made during the first taxable year of the Participant in which the calculation of the amount of the payment is administratively practicable or otherwise in accordance with Code Section 409A. Notwithstanding the foregoing, if the Participant is or may be a “specified employee” (as defined under Code Section 409A), and the distribution is considered deferred compensation under Code Section 409A, then such distribution if made due to separation from service shall be subject to delay as provided in Section 14(u) of the Plan (or any successor provision thereto).

(c)The Participant shall be required to pay to the Company or, if different, the Service Recipient, an amount in cash (by check or wire transfer) equal to the aggregate amount of any income, employment and/or other applicable taxes (the “Withholding Taxes”) that are statutorily required to be withheld in respect of the RSUs. Alternatively, the Company may elect, in its sole discretion, to satisfy this requirement by withholding such amount from any cash compensation or other cash amounts owing to the Participant. Without limiting the foregoing, the Committee may (but is not obligated to), in its sole discretion, permit or require the Participant to satisfy, all or any portion of the minimum Withholding Taxes that are statutorily required to be withheld with respect to the RSUs by (i) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest) having an aggregate Fair Market Value equal to such minimum statutorily required Withholding Taxes (or portion thereof); or (ii) having the Company withhold from the Shares otherwise issuable or deliverable to, or that would otherwise be retained by, the Participant upon the vesting of the RSUs, a number of Shares with an aggregate Fair Market Value equal to an amount not in excess of such minimum statutorily required Withholding Taxes (or portion thereof). Notwithstanding the foregoing, the Committee, subject to its having considered the applicable accounting impact of any such determination, has full discretion to allow the Participant to satisfy, in whole or in part, any additional Withholding Taxes payable by him or her with respect to the RSUs by electing to have the Company withhold from the Shares issuable to the Participant upon the vesting of the RSUs, a number of Shares having an aggregate Fair Market Value that is greater than the applicable minimum required statutory Withholding Taxes (but such withholding may in no event be in excess of the maximum statutory withholding amount(s) in the Participant’s relevant tax jurisdiction). Further, for non-U.S. Participants, the Company may withhold from the Shares issuable to such non-U.S. Participant upon the vesting of the RSUs, a number of Shares having an aggregate Fair Market Value up to the maximum statutory withholding amount(s) in the non-U.S. Participant’s relevant tax jurisdiction.

The Company shall pay any costs incurred in connection with issuing the Shares. Upon the issuance of the Shares (to the extent earned) to the Participant, the Participant’s Unit Account shall be eliminated.
9

LEGAL/51560174v3

Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to issue or transfer the Shares as contemplated by this Agreement unless and until such issuance
10

LEGAL/51560174v3


or transfer shall comply with all relevant provisions of law and the requirements of any stock exchange on which the Company’s shares are listed for trading.

5.Termination of Employment or Service.

(a)Subject to the provisions of this Section 5, if the Participant’s employment with or service to the Company Group terminates for any reason, the unvested RSUs shall terminate as of the effective date of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan).

(b)If the Participant’s employment or service is terminated during the Performance Period or after the last day of the Performance Period but before the Determination Date (i) by the Service Recipient for Cause or by the Participant when grounds existed for Cause at the time thereof (as determined by the Committee), or (ii) by the Service Recipient by reason of the Participant having engaged in Detrimental Activity (which includes, for purposes of this Agreement, any violation of the Sales Integrity Policy (the “SI Policy”)), then the unvested RSUs shall terminate as of the Termination Date and Participant shall forfeit the number of shares of Common Stock acquired pursuant to previously-vested RSUs (or, if all or some of such shares have been sold, Participant shall pay to the Company the value realized upon such sale).

(c)If the Participant’s employment or service is terminated by the Service Recipient during the Performance Period due to or during the Participant’s Disability or due to the Participant’s death, a pro- rated number of the target number of RSUs granted hereunder shall become vested and nonforfeitable (irrespective of performance) based on the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 4.

(d)In the event the Participant’s employment with or service to the Company Group is terminated as a result of the Participant’s Retirement, the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs is not at least six months prior to the date of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination Date.

(e)If the Participant’s employment with or service to the Company Group terminates for any reason after the last day of the Performance Period and before the Determination Date (other than as set forth in Section 5(b) or, or by the Participant without Good Reason), and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date.

11

LEGAL/51560174v3

(f)Notwithstanding anything herein to the contrary, the RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 if the Participant’s employment with or service to the Company Group shall be terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case if such termination of the Participant’s employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (i)actual performance through the Termination Date, as determined by the Committee, or (ii)if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committee.

For purposes of this Section 5, “Good Reason” means the occurrence of any of the following, without the Participant’s written consent:
12

LEGAL/51560174v3


(i)a material diminution in the Participant’s base salary;

(ii)a material diminution in the Participant’s authority, duties, responsibilities or
position; or

(iii)a permanent reassignment by the Company or the Service Recipient of the Participant’s primary office to a location that is more than 100 miles from the Participant’s assigned primary office;

provided, however, that a termination by the Participant for any of the reasons listed in (i)through (iii) above shall not constitute a termination for Good Reason unless the Participant shall first have delivered to the Company written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than 60 days after the initial occurrence of such event), and the Company fails to cure such event within 30 days after receipt of this written notice. The Participant’s employment must be terminated for Good Reason within 120 days after the occurrence of an event of Good Reason.

(g)The Participant’s rights with respect to the RSUs shall not be affected by any change in the nature of the Participant’s employment or service so long as the Participant continues to be an employee or consultant, respectively, of the Company Group. Whether (and the circumstances under which) employment or service has terminated and the determination of the Termination Date for the purposes of this Agreement shall be determined by the Committee (or, with respect to any Participant who is not a director or “officer” as defined under Rule16a-1(f) of the Exchange Act, such action may also be taken by its designee, in each case whose good faith determination shall be final, binding and conclusive; provided, that such designee may not make any such determination with respect to the designee’s own employment for purposes of the RSUs).

(h)Without limiting the effect of Section 5(f) herein, and subject to Section 12 of the Plan, in the event of a Change in Control during the Participant’s employment with or service to the Company Group or while any RSUs remain outstanding and eligible to vest, and prior to the completion of the Performance Period, the successor or surviving company in the Change in Control may assume or substitute for the RSUs (or in which the Company is the ultimate parent corporation and continues the RSUs), with the actual number of RSUs determined based on (i) actual performance through the date of such Change in Control, as determined by the Committee, or (ii) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committee, and such assumed or substituted RSUs shall remain outstanding and eligible to vest based on continued service through the last day of the Performance Period, except to the extent otherwise provided in the Plan or the Agreement. Notwithstanding the foregoing, in the event the successor or surviving company in the Change in Control does not assume or substitute for the RSUs (or in which the Company is the ultimate parent corporation and does not continue the RSUs) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Committee) as RSUs outstanding under the Plan immediately prior to the Change in Control, then the target number of RSUs granted hereunder shall become immediately fully vested as of the date of such Change in Control and settled in accordance with Section 4.

Notwithstanding anything to the contrary contained herein, in the event of a Qualifying Termination (as defined in the Severance Agreement) and a Change in Control has not occurred, a pro-rated number of the target number of RSUs granted hereunder shall become vested and nonforfeitable (irrespective of
13

LEGAL/51560174v3

performance) as of the Termination Date based on the number of days in the Performance Period prior to the Termination Date (inclusive), plus an additional 730 days (not to exceed 1,095 days),
14

LEGAL/51560174v3


relative to the number 1,095. Any RSUs that vest as provided herein shall be settled in accordance with Section 4.

6.Dividend Equivalents. A Participant holding unvested RSUs shall be entitled to be credited with dividend equivalent payments (upon the payment by the Company of dividends on Shares), which shall accrue in cash without interest (unless otherwise elected by the Committee) and shall be delivered in cash (unless the Committee in its sole discretion, elects to settle such amount in shares of Common Stock, other securities, other Awards or other property having a Fair Market Value as of the settlement date equal to the amount of such dividends). Accrued dividend equivalents shall not be paid unless and until the underlying RSUs (or portion thereof) have vested. Any such dividend equivalents in respect of unvested RSUs shall be paid within fifteen (15) days after the RSUs are vested and become payable or distributable unless the Committee determines otherwise.

7.Restrictions on Transfer. The Participant may not assign, alienate, pledge, attach, sell or otherwise transfer or encumber the RSUs or the Participant’s right under the RSUs to receive Shares (unless such transfer is specifically required pursuant to a domestic relations order or by applicable law), other than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against any member of the Company Group; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

8.No Right to Continued Employment or Service. Neither the Plan, the Agreement nor any action taken thereunder or hereunder shall be construed as giving the Participant any right to be retained in the employ or service of the Service Recipient or any other member of the Company Group. The Service Recipient or any other member of the Company Group may at any time dismiss the Participant from employment or discontinue any consulting relationship, free from any liability or claim under the Plan or this Agreement, unless otherwise expressly provided in the Plan or this Agreement.

9.No Rights as a Stockholder. Except as otherwise provided in the Plan or this Agreement, the Participant shall not be entitled to the privileges of ownership in respect of the Shares until the Shares have been issued or delivered to the Participant.

10.Adjustments Upon Change in Capitalization. The terms of this Agreement, including the RSUs, the Participant’s Unit Account, any dividend equivalent payments accrued pursuant to Section 6 and/or the Shares, shall be subject to adjustment in accordance with Section 12 of the Plan. This paragraph shall also apply with respect to any extraordinary dividend or other extraordinary distribution in respect of the Company’s Common Stock (whether in the form of cash or other property) to the extent provided in the Plan.

11.Award Subject to Plan. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The RSUs granted hereunder are subject to the Plan. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference. Unless the Committee determines otherwise, in the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan shall govern and prevail.

Severability. If any provision of the Plan or this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to the Participant or the RSUs, or would disqualify the Plan or the RSUs under any law deemed applicable by the Committee, such provision shall be construed or deemed
15

LEGAL/51560174v3

amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Agreement,
16

LEGAL/51560174v3


such provision shall be construed or deemed stricken as to such jurisdiction, the Participant or the RSUs and the remainder of the Plan and this Agreement shall remain in full force and effect.

12.Governing Law; Waiver of Jury Trial; Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof; provided, however, that Appendix A (Restrictive Covenants) shall be governed by and construed in accordance with the internal laws of the State of Florida applicable to contracts made and performed wholly within the State of Florida. The Participant hereby irrevocably waives all right to a trial by jury in any suit, action or other proceeding instituted by or against such Participant in respect of the Participant’s rights or obligations hereunder. Any suit, action or proceeding with respect to this Agreement (or any provision incorporated by reference), or any judgment entered by any court in respect of any thereof, shall be brought only in any court of competent jurisdiction in the State of Florida, and each of the Participant, the Company, and any transferees who hold RSUs pursuant to a valid assignment, hereby submit to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding, or judgment. Each of the Participant, the Company, and any transferees who hold RSUs pursuant to a valid assignment hereby irrevocably waive (a) any objections which he or she may now or hereafter have to the laying of the venue of any suit, action, or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Florida and (b) any claim that any such suit, action, or proceeding brought in any such court has been brought in any inconvenient forum.

13.Language. If the Participant has received a copy of this Agreement (or the Plan or any other document related hereto or thereto) translated into a language other than English, such translated copy is qualified in its entirety by reference to the English version thereof, and in the event of any conflict the English version shall govern. The Participant acknowledges that the Participant is sufficiently proficient in English to understand the terms and conditions of the Plan and this Agreement.

14.Successors in Interest. Any successor to the Company shall have the benefits of the Company under, and be entitled to enforce, this Agreement. Likewise, the Participant’s legal representative shall have the benefits of the Participant under, and be entitled to enforce, this Agreement. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be final, binding and conclusive upon the Participant’s heirs, executors, administrators and successors.

15.Data Privacy Consent.

The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other RSU grant materials by and among, as applicable, the Service Recipient, the Company and other members of the Company Group for the purpose of implementing, administering and managing the Plan.

Participant understands that the Company and the Service Recipient may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address, email address and telephone number, date of birth, passport, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all stock options, restricted stock units or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the purpose of implementing, administering and managing the Plan.

17

LEGAL/51560174v3

The Participant understands that Data will be transferred to any third parties as may be selected by the Company (presently or in the future), which assist the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Participant
understands that if the Participant resides outside the United States the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Participant’s local human resources representative. The Participant authorizes the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purpose of implementing, administering and managing the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Plan. The Participant understands that if the Participant resides outside the United States, the Participant may, at any time, view Data, request information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative. Further, the Participant understands that the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s employment status or service with the Service Recipient will not be affected; the only consequence of refusing or withdrawing the Participant’s consent is that the Company may not be able to grant options or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant’s local human resources representative.

16.Restrictive Covenants. The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates, that the Participant shall be allowed access to confidential and proprietary information (including but not limited to trade secrets) about those businesses, as well as access to the prospective and actual customers, suppliers, investors, clients and partners involved in those businesses, and the goodwill associated with the Company and its Affiliates. Participant accordingly agrees to the provisions of Appendix A to this Agreement (the “Restrictive Covenants”). For the avoidance of doubt, the Restrictive Covenants contained in this Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants or agreements between the Participant and the Company or any of its Affiliates.

17.Repayment of Proceeds; Clawback Policy; Compliance with Ownership and Other Policies and Agreements.

(a)If a Restrictive Covenant Violation occurs or the Company discovers after a termination of employment or service that grounds existed for Cause at the time thereof, then the Participant shall be required, unless the Committee determines otherwise, in addition to any other remedy available (on anon- exclusive basis), to pay to the Company, within ten (10) business days of the Company’s request to the Participant therefor, an amount equal the aggregate after-tax proceeds (taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment) the Participant received upon the sale or other disposition of, or distributions in respect of, the RSUs and any Shares or cash issued in respect thereof. Any reference in this Agreement to grounds existing for a termination of employment or service with Cause shall be determined without regard to any
18

LEGAL/51560174v3

notice period, cure period or other procedural delay or event required prior to finding of or termination with Cause.

The RSUs shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) any clawback, forfeiture or other similar policy adopted by the Board or the Committee and as in effect from time to time and (ii) applicable law. Further, to the extent that the Participant receives any amount in excess of the amount that the Participant should otherwise have received under the terms of this Agreement for any reason (including, without limitation, by reason of a financial
19

LEGAL/51560174v3


restatement, mistake in calculations or other administrative error), the Participant shall be required to repay any such excess amount to the Company.

(b)Without limiting the terms of the Plan, and as a condition to receiving the RSUs or any benefit hereunder, the Participant agrees that he or she shall abide by all provisions of any equity retention policy, stock ownership guidelines and/or other policies adopted by the Company or an Affiliate, each as in effect from time to time and to the extent applicable to the Participant.

18.Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting this Agreement and the grant of the RSUs contemplated hereunder, the Participant expressly acknowledges that (A) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (B) the grant of RSUs is a one-time benefit that does not create any contractual or other right to receive future grants of RSUs or other Awards under the Plan, or benefits in lieu of RSUs;
(C) all determinations with respect to future grants of RSUs, if any, including the grant date, the number of Shares granted and the applicable vesting terms, shall be at the sole discretion of the Committee and/or the Company; (D) the Participant’s participation in the Plan is voluntary; (E) the value of the RSUs is an extraordinary item of compensation that is outside the scope of the Participant’s employment or consulting contract, if any, and nothing can or must automatically be inferred from such employment or consulting contract or its consequences; (F) grants of RSUs are not part of normal or expected compensation for any purpose and are not to be used for calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, the Participant waives any claim on such basis, and for the avoidance of doubt, the RSUs shall not constitute an “acquired right” under the applicable law of any jurisdiction; and (G) the future value of the underlying Shares is unknown and cannot be predicted with certainty. In addition, the Participant hereby waives any claim to continued vesting of the RSUs or to damages or severance entitlement related to non-continuation of the RSUs beyond the period provided under the Plan or this Agreement, except to the extent of any provision to the contrary in any written employment contract or other agreement between the Service Recipient and/or any member of the Company Group and the Participant, whether any such agreement is executed before, on or after the Date of Grant.

19.Amendment of Agreement. The Committee may, to the extent consistent with the terms of the Plan and this Agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any RSUs granted hereunder or this Agreement, prospectively or retroactively (including after the Participant’s Termination); provided, that, other than as provided in the Plan or Section 2 of the Award Notice, any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant with respect to the RSUs granted hereunder shall not to that extent be effective without the consent of the Participant; provided, further, that in no event shall any such amendment alter the Minimum Vesting Condition. Notwithstanding anything in this Agreement or the Plan to the contrary, in the event of any act of God, war, natural disaster, aircraft grounding, revocation of operating certificate, terrorism, strike, lockout, labor dispute, work stoppage, fire, pandemic, epidemic or quarantine restriction, act of government, critical materials shortage, or any other act beyond the control of the Company, whether similar or dissimilar (each a “Force Majeure Event”), which Force Majeure Event affects the Company or its Affiliates, the Committee, in its sole discretion, may (i) terminate, (ii) amend or modify or (iii) suspend, delay, defer (for such period of time as the Committee may deem necessary), or substitute the RSUs granted hereunder (whether due currently or in the future), including, but not limited to, any RSUs that have accrued to the benefit of the Participant but have not yet been paid, subject to Section 409A of the Code, and the regulations and guidance promulgated thereunder.

20

LEGAL/51560174v3

Award Administrator. The Company may from time to time designate a third party (an “Award Administrator”) to assist the Company in the implementation, administration and management of the Plan
21

LEGAL/51560174v3


and any RSUs granted thereunder, including, but not limited to, by sending award notices on behalf of the Company to Participants, and by facilitating through electronic means acceptance of agreements by Participants.

20.Section 409A of the Code.

(a)Notwithstanding any provision of the Plan or this Agreement to the contrary, it is intended that the provisions of this Agreement comply with, or be exempt from, Section 409A of the Code, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of the Participant in connection with this Agreement (including any taxes and penalties under Section 409A of the Code), and neither the Service Recipient nor any other member of the Company Group shall have any obligation to indemnify or otherwise hold the Participant (or any beneficiary) harmless from any or all such taxes or penalties. If the RSUs are considered “deferred compensation” subject to Section 409A of the Code, references in this Agreement to “termination of employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A of the Code. For purposes of Section 409A of the Code, each of the payments that may be made in respect of the RSUs shall be deemed as separate payments.

(b)Notwithstanding anything in the Plan or this Agreement to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A of the Code, no payments in respect of any RSU that is “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six (6) months after the date of the Participant’s “separation from service” or, if earlier, the date of the Participant’s death. Following any applicable six (6) month delay, all such delayed payments shall be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day.

(c)Unless otherwise provided by the Committee in this Agreement or otherwise, in the event that the timing of payments in respect of the RSUs (that would otherwise be considered “deferred compensation” subject to Section 409A of the Code) would be accelerated upon the occurrence of (i) a Change in Control, no such acceleration shall be permitted (to the extent required under Section 409A) unless the event giving rise to the Change in Control satisfies the definition of a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the Code or (ii) a Disability, no such acceleration shall be permitted unless the Disability also satisfies the definition of “Disability” pursuant to Section 409A of the Code if and to the extent required under Section 409A of the Code.

Restriction on Restricted Stock Unit Award and Shares. The obligation of the Company to settle the RSUs in Shares or other consideration shall be subject to all applicable laws, rules and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of this Agreement to the contrary, the Company shall be under no obligation to offer to sell, and shall be prohibited from offering to sell or selling, any Shares underlying the RSUs unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel (if the Company has requested such an opinion), satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act any of the
22

LEGAL/51560174v3

Shares. The Committee shall have the authority to provide that all Shares shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, this Agreement,
23

LEGAL/51560174v3


the Federal securities laws or the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or quoted and any other applicable Federal, state, local or non-U.S. laws, rules, regulations and other requirements, and, without limiting the generality of the Plan, the Committee may cause a legend or legends to be put on certificates representing the Shares. Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right to add any additional terms or provisions to the Performance- and Service-Based Restricted Stock Unit Agreement that the Committee, in its sole discretion, deems necessary or advisable in order that this Agreement complies with the legal requirements of any governmental entity to whose jurisdiction this Agreement is subject. The Committee may cancel the RSUs or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company’s acquisition of shares of Common Stock from the public markets, the Company’s issuance of the Shares to the Participant, the Participant’s acquisition of the Shares from the Company and/or the Participant’s sale of Common Stock to the public markets, illegal, impracticable or inadvisable. If the Committee determines to cancel all or any portion of the RSUs in accordance with the foregoing, the Company shall, subject to any limitations or reductions as may be necessary to comply with Section 409A of the Code, provide the Participant with a cash payment or equity subject to deferred vesting and delivery consistent with the vesting restrictions applicable to the RSUs.

21.Book Entry Delivery of Shares. Whenever reference in this Agreement is made to the issuance or delivery of certificates representing one or more Shares, the Company may elect to issue or deliver such Shares in book entry form in lieu of certificates.

22.Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through a non-line or electronic system established and maintained by the Company or a third party designated by the Company.

23.Acceptance and Agreement by the Participant. By accepting the RSUs (including through electronic means), the Participant agrees to be bound by the terms, conditions and restrictions set forth in the Plan, this Agreement and the Company’s policies, as in effect from time to time, relating to the Plan.

24.No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

Appendices For Non-U.S. Participants. Notwithstanding any provisions in this Agreement, Participants residing and/or working outside the United States shall be subject to the Terms and Conditions for Non-U.S. Participants attached hereto as Appendix B and to any Country-Specific Terms and Conditions for the Participant’s country attached hereto as Appendix C. If the Participant relocates from the United States to another country, the Terms and Conditions for Non-U.S. Participants and the applicable Country-Specific Terms and Conditions shall apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Moreover, if the Participant relocates between any of the countries included in the Country- Specific Terms and Conditions, the special terms and conditions for such country shall apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal
24

LEGAL/51560174v3

or administrative reasons. The Terms and Conditions for Non-U.S. Participants and the Country-Specific Terms and Conditions constitute part of this Agreement.
25

LEGAL/51560174v3


25.Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

26.Right of Offset. Subject to any considerations under Section 409A of the Code, the Company shall have the right to offset against its obligation to deliver Shares under this Agreement any outstanding amounts (including, without limitation, travel and entertainment or advance account balances, loans, repayment obligations under any Awards or amounts repayable to the Company pursuant to tax equalization, housing, automobile or other employee programs) that the Participant then owes to any member of the Company Group and any amounts the Committee otherwise deems appropriate pursuant to any tax equalization policy or agreement. Notwithstanding the foregoing, if the RSUs are “deferred compensation” subject to Section 409A of the Code, the Committee shall have no right to offset against its obligation to deliver Shares under this Agreement if such offset could subject the Participant to the additional tax imposed under Section 409A of the Code in respect of the RSUs.

27.Waiver. The Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant or any other participant in the Plan.

28.Rules of Construction. Headings are given to the sections of this Agreement solely as a convenience to facilitate reference. The reference to any statute, regulation or other provision of law shall (unless the Administrator determines otherwise) be construed to refer to any amendment to or successor of such provision of law.

29.Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one in the same agreement.

30.Detrimental Activity. Notwithstanding anything to the contrary contained herein, if the Committee determines, in its sole discretion, that Participant has engaged in Detrimental Activity (which includes, for purposes of this Agreement, any violation of the SI Policy), then Participant shall (i) forfeit any unvested RSUs, and (ii) forfeit the number of shares of Common Stock acquired pursuant to previously-vested RSUs (or, if all or some of such shares have been sold, Participant shall pay to the Company the value realized upon such sale).

31.Opportunity to Review. Participant acknowledges that the Company has provided Participant with at least seven (7) days to consider the terms of this Agreement before the offer to enter into the Agreement expired, and that to the extent Participant signs this Participant before the end of such review period, Participant is doing so voluntarily.

THE COMPANY HEREBY ADVISES PARTICIPANT OF THE RIGHT TO SEEK LEGAL COUNSEL BEFORE EXECUTION OF THIS AGREEMENT.
PARTICIPANT ACKNOWLEDGES THAT IN THE COURSE OF PARTICIPANT’S EMPLOYMENT OR SERVICE WITH THE COMPANY, PARTICIPANT WILL RECEIVE CONFIDENTIAL INFORMATION AND CUSTOMER RELATIONSHIPS OF THE COMPANY; THAT PARTICIPANT HAS CAREFULLY READ THIS AGREEMENT; THAT THE COMPANY HAS ADVISED PARTICIPANT OF THE RIGHT TO SEEK LEGAL
26

LEGAL/51560174v3

COUNSEL BEFORE EXECUTING THIS AGREEMENT AND HAS CONSULTED WITH AN ATTORNEY OF HIS OR HER CHOOSING TO THE EXTENT PARTICIPANT DESIRES LEGAL ADVICE REGARDING THIS AGREEMENT; AND THAT PARTICIPANT UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.


[Signatures follow]
27

LEGAL/51560174v3

IN WITNESS WHEREOF, the parties have caused this Agreement to be effective as of the Date of Grant.

HILTON GRAND VACATIONS INC.


By:    
Acknowledged and Agreed:

_________________________________________
Participant Signature
28

LEGAL/51560174v3

APPENDIX A RESTRICTIVE COVENANTS

1.Non-Competition; Non-Solicitation.1

(a)Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows:

(i)During Participant’s employment with or service to the Company or its Affiliates (the “Employment Term”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by or in service to the Company or any of its Affiliates or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company or any of its Affiliates as a result of the Participant’s Retirement (such period combined with the Employment Term, the “Restricted Period”), Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in connection with the Business, the business of any then current or prospective client or customer with whom Participant (or his direct reports) had personal contact or dealings on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or service.

(ii)During the Restricted Period, Participant shall not directly or indirectly, within the United States or any other territory where Participant is working on behalf of the Company or any of its Affiliates during the one-year period preceding Participant’s termination of employment or service (if the conduct occurs while Participant is still employed or engaged by the Company or any of its Affiliates) or the date of Participant’s termination of employment or service (if the conduct occurs after Participant is no longer employed or engaged by the Company or any of its Affiliates), as applicable:

(A)engage in the Business providing services for a Competitor in the nature of the services Participant provided to the Company at any time in the three years prior to the termination of Participant’s employment or service;

(B)engage in the Business in a role in which it is reasonably likely Participant would use Confidential Information or customer relationships of the Restricted Group;

(C)enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business;

(D)acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or

(E)intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
1 In compliance with California Business and Professions Code Section 16600.1, Section 1 of this Appendix A, with the exception of Section 1(a)(iv)(A), shall not apply to any Participant that is a resident of the state of California (a “California Resident”). The Company will not attempt to enforce Section 1 of this Appendix A, other than Section 1(a)(iv)(A) thereof, if the Participant is a California Resident.  
29

LEGAL/51560174v3


(iii)Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person.

(iv)During the Restricted Period, Participant shall not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:

(A)solicit or encourage any employee of the Restricted Group to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or

(B)hire any employee of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business.

(v)For purposes of this Agreement:

(A)“Restricted Group” shall mean the Company Group and, to the extent engaged in the Business, its Affiliates, provided, however, that for the purposes of this definition, an “Affiliate” shall not include any portfolio company of The Blackstone Group L.P. or its Affiliates (other than the Company Group).

(B)“Business” shall mean the business of owning, financing, developing, redeveloping, managing, marketing, operating, licensing, leasing or franchising vacation, timeshare or lodging properties, and natural ancillary business products and services related to such business, including, without limitation, membership services, exchange programs, rental programs, and provision of amenities.

(C)“Competitor” shall mean any person or entity engaged in the Business, including, but not limited to, any vacation, timeshare or lodging companies that are comparable in size to the Company. Such term shall also include, with respect to any person that is not primarily engaged in the Business, any subsidiary or affiliate of such person that is engaged in the Business, including any such subsidiary or affiliates that becomes, or has become, a separate, independent company or partially-owned company (either via “spin-off” or otherwise), and such company is engaged in the Business.

(b)It is expressly understood and agreed that although Participant and the Company consider the restrictions contained in this Section 1 to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Appendix A is an unenforceable restriction against Participant, the provisions of this Appendix A shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Appendix A is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. Notwithstanding the foregoing, if Participant’s principal place of employment or service on the date hereof is located in Virginia, then this Section 1(b) of this Appendix A shall not apply following Participant’s termination of employment or service to the extent any such provision is prohibited by applicable Virginia law.

30

LEGAL/51560174v3

(c)The period of time during which the provisions of this Section 1 shall be in effect shall be extended by the length of time during which Participant is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

(d)Notwithstanding the foregoing, if Participant’s principal place of employment or service on the date hereof is located in California or any other jurisdiction where any provision of this Section 1 is prohibited by applicable law, then the provisions of this Section 1 shall not apply following Participant’s termination of employment or service to the extent any such provision is prohibited by applicable law.
2.Confidentiality; Non-Disparagement; Intellectual Property; Protected Rights.

(a)Confidentiality.

(i)Participant shall not at any time (whether during or after Participant’s employment with or service to the Company) (x) retain or use for the benefit, purposes or account of Participant or any other Person; or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company or any of its Affiliates (other than its professional advisers who are bound by confidentiality obligations or otherwise in performance of Participant’s duties under Participant’s employment or service and pursuant to customary industry practice), any non-public proprietary or confidential information (including, without limitation, trade secrets know-how research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals) concerning the past, current or future business, activities and operations of the Company, its Subsidiaries or Affiliates and/or any third party that has disclosed or provided any of same to the Company on a confidential basis (“Confidential Information”) without the prior written authorization of the Board.

(ii)“Confidential Information” shall not include any information that is (a) generally known to the industry or the public other than as a result of Participant’s breach of this covenant; (b )made legitimately available to Participant by a third party without breach of any confidentiality obligation of which Participant has knowledge; or (c) required by law to be disclosed provided that, unless otherwise provided under applicable law, with respect to subsection (c), Participant shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment.

(iii)Except as required by law, Participant shall not disclose to anyone, other than Participant’s family (it being understood that, in this Agreement, the term “family” refers to Participant’s spouse, minor children, parents and spouse’s parents) and advisors, the existence or contents of this Agreement provided that Participant may disclose to any prospective future employer the provisions of this Appendix A. This Section 2(a)(iii) shall terminate if the Company publicly discloses a copy of this Agreement (or, if the Company publicly discloses summaries or excerpts of this Agreement, to the extent so disclosed).

(iv)Upon termination of Participant’s employment with or service to the Company or any of its Affiliates for any reason, Participant shall (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company, its Subsidiaries or Affiliates; and (y) immediately destroy, delete, or return to the
31

LEGAL/51560174v3

Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in Participant’s possession or control (including any of the foregoing stored or located in Participant’s office, home, laptop or other computer, whether or not Company property) that contain Confidential Information, except that Participant may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information.

(v)Participant acknowledges and agrees that the Company and its Affiliates will prosecute any non-confidential disclosure or misappropriation of the Company’s and/or its Affiliates’ trade secrets to the full extent allowed by federal, state and common law. Participant further acknowledges and agrees that Participant has received and understands the following notice concerning immunity from liability for confidential disclosure of a trade secret to the government or in a court filing: Pursuant to the Defend Trade Secrets Act, 18 U.S.C. § 1833, an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (A)in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(b)Non-Disparagement. During Participant’s Employment Term and at all times thereafter (including following the termination of Participant’s Employment Term for any reason), Participant shall not intentionally make any statement that criticizes, ridicules, disparages or is otherwise derogatory of the Company, any of its Affiliates, or any of their respective officers, directors, stockholders, employees or other service providers, or any product or service offered by the Company or any of its Affiliates; provided, however, that nothing contained in this Section 2(b) shall preclude Participant from providing truthful testimony in any legal proceeding, or making any truthful statement (i) to any governmental agency; (ii) as required or permitted by applicable law or regulation; (iii) as required by court order or other legal process; or (iv) after the Restricted Period, for any legitimate business reason.2

(c)Intellectual Property.

(i)If Participant has created, invented, designed, developed, contributed to or improved any works of authorship, inventions, intellectual property, materials, documents or other work product (including without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials) (“Works”), either alone or with third parties, prior to Participant’s employment or engagement by the Company or any of its Affiliates, that are relevant to or implicated by such employment (“Prior Works”), Participant hereby grants the Company a perpetual, non-exclusive royalty-free, worldwide, assignable, sublicensable license under all rights and intellectual property rights (including rights under patent, industrial property, copyright, trademark, trade
2 For any Participant who is a California Resident, nothing in this Agreement prevents Participant from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Participant has reason to believe is unlawful.

32

LEGAL/51560174v3

secret, unfair competition and related laws) therein for all purposes in connection with the Company’s current and future business.3

(ii)If Participant creates, invents, designs, develops, contributes to or improves any Works, either alone or with third parties, at any time during Participant’s employment by or service to the Company and within the scope of such employment or service and with the use of any Company resources (“Company Works”), Participant shall promptly and fully disclose same to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company.

(iii)Participant shall take all reasonably requested actions and execute all reasonably requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Prior Works and Company Works. If the Company is unable for any other reason, after reasonable attempt, to secure Participant’s signature on any document for this purpose, then Participant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Participant’s agent and attorney in fact, to act for and in Participant’s behalf and stead to execute any documents and to do all other lawfully permitted acts required in connection with the foregoing.

(iv)Participant shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party. Participant shall comply with all relevant policies and guidelines of the Company that are from time to time previously disclosed to Participant, including regarding the protection of Confidential Information and intellectual property and potential conflicts of interest. Participant acknowledges that the Company may amend any such policies and guidelines from time to time, and that Participant remains at all times bound by their most current version from time to time previously disclosed to Participant.

(d)Protected Rights. Notwithstanding any other provision of this Agreement, (i) nothing in this Agreement or any other agreement prohibits the Participant from reporting possible violations of law or regulation to any governmental agency or entity, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the Congress and any agency Inspector General (the “Government Agencies”), or communicating with Government Agencies or otherwise participating in any investigation or proceeding that may be conducted by Government Agencies, including providing documents or other information, (ii) the Participant does not need the prior authorization of the Company to take any action described in (i), and the Participant is not required to notify the Company that he or she has taken any action described in (i); and (iii )this Agreement does not limit the Participant’s right to receive an award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. Further, notwithstanding the foregoing, the Participant will not be held
3 For any Participant who is a California Resident, anything herein to the contrary notwithstanding, and subject to Cal. Labor Code § 2870, nothing herein shall apply to an invention that the Participant developed entirely on his or her own time without using the equipment, supplies, facilities, or trade secret information of the Company or any of its Affiliates except for those inventions that either: (1) relate at the time of conception or reduction to practice of the invention to the Company’s or any of its Affiliates’ business, or actual or demonstrably anticipated research or development of them; or (2) result from any work performed by the Participant for the Company or any of its Affiliates.
33

LEGAL/51560174v3

criminally or civilly liable under any federal, state or local trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

The provisions of Section 2 hereof shall survive the termination of Participant’s employment or service for any reason (except as otherwise set forth in Section 2(a)(iii) hereof).
34

LEGAL/51560174v3


APPENDIX B

HILTON GRAND VACATIONS INC. 2023 OMNIBUS INCENTIVE PLAN
PERFORMANCE- AND SERVICE-BASED RESTRICTED STOCK UNIT AGREEMENT

TERMS AND CONDITIONS FORNON-U.S. PARTICIPANTS

Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Plan and the Performance- and Service-Based Restricted Stock Unit Agreement.

1.Responsibility for Taxes. This provision supplements Section 4(d) of the Performance- and Service-Based Restricted Stock Unit Agreement:

(a)The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Service Recipient, the ultimate liability for all income tax, excise tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Service Recipient. The Participant further acknowledges that the Company and/or the Service Recipient (1)make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant, vesting or settlement of the RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Service Recipient (or former service recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(b)If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of satisfying the Withholding Taxes.

(c)Finally, the Participant agrees to pay to the Company or the Service Recipient, any amount of the Withholding Taxes that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Withholding Taxes.

(d)Notwithstanding anything to the contrary in the Plan or in Section 4(d) of the Performance- and Service-Based Restricted Stock Unit Agreement, if the Company is required by applicable law to use a particular definition of fair market value for purposes of calculating the taxable income for the Participant, the Company shall have the discretion to calculate the Shares to be withheld to cover any Withholding Taxes by using either the price used to calculate the taxable income under applicable law or by using the closing price per Share on the New York Stock Exchange (or other
35

LEGAL/51560174v3

principal exchange on which the Shares then trade) on the trading day immediately prior to the date of delivery of the Shares.

Nature of Grant. This provision supplements Section 19 of the Performance- and Service- Based Restricted Stock Unit Agreement:
36

LEGAL/51560174v3


In accepting the grant of the RSUs, the Participant acknowledges, understands and agrees that:

(a)the RSU grant and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company or any member of the Company Group;

(b)the RSUs and the Shares subject to the RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation;

(c)unless otherwise agreed with the Company, the RSUs and the Shares subject to the RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of any member of the Company Group;

(d)for purposes of the RSUs, the Termination Date shall be the date the Participant is no longer actively providing services to the Company or any member of the Company Group (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Participant’s right to vest in the RSUs under the Plan, if any, shall terminate as of such date and shall not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the RSUs grant (including whether the Participant may still be considered to be providing services while on a leave of absence);

(e)unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s Common Stock; and

(f)neither the Company nor any member of the Company Group shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.

2.Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that the Participant may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect his or her ability to, directly or indirectly, acquire, sell, or attempt to sell Shares or rights to Shares (e.g., RSUs) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions or Participant’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant is responsible for ensuring compliance with any applicable restrictions and is advised to consult his or her personal legal advisor on this matter.

Foreign Asset/Account Reporting; Exchange Controls. The Participant’s country may have certain foreign asset and/or account reporting requirements and/or exchange controls that may affect the Participant’s ability to acquire or hold Shares under the Plan or cash received from participating in the Plan
37

LEGAL/51560174v3

(including from any dividends received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside the Participant’s country. The Participant may be required to report such accounts,
38

LEGAL/51560174v3


assets or transactions to the tax or other authorities in his or her country. The Participant also may be required to repatriate sale proceeds or other cash received as a result of the Participant’s participation in the Plan to his or her country through a designated bank or broker and/or within a certain time after receipt. The Participant acknowledges that it is his or her responsibility to be compliant with such regulations, and the Participant is advised to consult his or her personal legal advisor for any details.

3.Termination of Employment. This provision supplements Section 5(d) of the Performance- and Service-Based Restricted Stock Unit Agreement:

Notwithstanding anything in this Section 5(d), if the Company receives a legal opinion that there has been a legal judgment and/or legal development in the Participant’s jurisdiction that likely would result in the favorable treatment that applies to the RSUs when the Participant terminates employment as a result of the Participant’s Retirement being deemed unlawful and/or discriminatory, the provisions of Section 5(d) regarding the treatment of the RSUs when the Participant terminates employment as a result of the Participant’s Retirement shall not be applicable to the Participant and the remaining provisions of this Section 5 shall govern.
39

LEGAL/51560174v3

APPENDIX C

HILTON GRAND VACATIONS INC. 2023 OMNIBUS INCENTIVE PLAN
PERFORMANCE- AND SERVICE-BASED RESTRICTED STOCK UNIT AGREEMENT

COUNTRY-SPECIFIC TERMS AND CONDITIONS

Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Plan, the Performance- and Service-Based Restricted Stock Unit Agreement and the Terms and Conditions for Non-U.S. Participants.

Terms and Conditions

This Appendix C includes additional terms and conditions that govern the RSUs if the Participant resides and/or works in one of the countries listed below. If the Participant is a citizen or resident of a country (or is considered as such for local law purposes) other than the one in which the Participant is currently residing and/or working or if the Participant moves to another country after receiving the grant of the RSUs, the Company shall, in its discretion, determine the extent to which the terms and conditions herein shall be applicable to the Participant.

Notifications

This Appendix C also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2017. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information in this Appendix C as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time that the RSUs vest or the Participant sells Shares acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation.

If the Participant is a citizen or resident of a country other than the one in which the Participant is currently residing and/or working (or if the Participant is considered as such for local law purposes) or if the Participant moves to another country after receiving the grant of the RSUs, the information contained herein may not be applicable to the Participant in the same manner.










LEGAL/51560174v3




25

LEGAL/51560174v3

JAPAN

Notifications

Foreign Asset/Account Reporting Information. If the Participant holds assets (including cash and Shares acquired under the Plan, and possibly RSUs) outside of Japan with a value exceeding
¥50,000,000 (as of December 31 each year), the Participant is required to comply with annual tax reporting obligations with respect to such assets. The Participant is responsible for complying with this reporting obligation, if applicable, and should consult with Participant’s personal tax advisor to ensure that the Participant is properly complying with applicable reporting requirements.

UNITED KINGDOM

Terms and Conditions

Responsibility for Taxes. This provision supplements Section 1 of the Terms and Conditions for Non-U.S. Participants:

Without limitation to Section 1 of the Terms and Conditions for Non-U.S. Participants, the Participant hereby covenants to pay all Tax-Related Items, as and when requested by the Company, the Service Recipient or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Service Recipient against any Tax-Related Items that they are required to pay or withhold on the Participant’s behalf, have paid or will pay to HMRC (or any other tax authority or other relevant authority).





LEGAL/51560174v3

Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Mark D. Wang, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 of Hilton Grand Vacations Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
By:/s/ Mark D. Wang
Mark D. Wang
Chief Executive Officer
(Principal Executive Officer)
July 30, 2026


Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Daniel J. Mathewes, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 of Hilton Grand Vacations Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
By:/s/ Daniel J. Mathewes
Daniel J. Mathewes
President and Chief Financial Officer
(Principal Financial Officer)
July 30, 2026


Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Hilton Grand Vacations Inc. (the “Company”) for the quarterly period June 30, 2026 filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark D. Wang, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
By:/s/ Mark D. Wang
Mark D. Wang
Chief Executive Officer
(Principal Executive Officer)
July 30, 2026
A signed original of this certification required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.


Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Hilton Grand Vacations Inc. (the “Company”) for the quarterly period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel J. Mathewes, President and Chief Financial Officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, certify that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
By:/s/ Daniel J. Mathewes
Daniel J. Mathewes
President and Chief Financial Officer
(Principal Financial Officer)
July 30, 2026
A signed original of this certification required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.