Hilton Grand Vacations Inc 10-Q for FY2026 Q3
Hilton Grand Vacations Inc. (HGV)
10-Q
2026-10-29
For: 2026-09-30
View Original
Added on
October 29, 2026
About this 10-Q
Hilton Grand Vacations Inc filed this 10-Q on October 29, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Hilton Grand Vacations Inc. reported sales revenue increased $614 million for the three months ended September 30, 2026, driven by $536 million net construction recognition versus a $99 million deferral, while contract sales decreased $100 million. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.96B
- up 50.8% from $1.3B a year earlier
- Net income
- $291M
- up 1064.0% from net income of $25M a year earlier
- Diluted EPS
- $3.70
- up 1221.4% from $0.28 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________
FORM 10-Q
____________________________________________
(Mark One)
For the quarterly period ended September 30, 2026
or
For the transition period from_________ to ________
Commission file number 001-37794
____________________________________________
(Exact Name of Registrant as Specified in Its Charter)
____________________________________________
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||
Registrant’s Telephone Number, Including Area Code (407 ) 613-3100
(Former Name, Former Address, and Former Fiscal Year, if Changed Since Last Report)
____________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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.
| x | Accelerated Filer | o | |||||||||
| Non-Accelerated Filer | o | Smaller Reporting Company | |||||||||
| Emerging Growth Company | |||||||||||
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 October 22, 2026 was 75,822,729 .
HILTON GRAND VACATIONS INC.
FORM 10-Q 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)
| September 30, 2026 | December 31, 2025 | ||||||||||
| (unaudited) | |||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
Accounts receivable, net | |||||||||||
| Timeshare financing receivables, net | |||||||||||
| Inventory | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets, net | |||||||||||
| Investments in unconsolidated affiliates | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Other assets | |||||||||||
TOTAL ASSETS (variable interest entities - $ | $ | $ | |||||||||
LIABILITIES AND EQUITY | |||||||||||
| Accounts payable, accrued expenses and other | $ | $ | |||||||||
| Advanced deposits | |||||||||||
| Debt, net | |||||||||||
| Non-recourse debt, net | |||||||||||
| Operating lease liabilities | |||||||||||
Deferred revenue | |||||||||||
Deferred income tax liabilities | |||||||||||
Total liabilities (variable interest entities - $ | |||||||||||
| Commitments and contingencies - see Note 18 | |||||||||||
Preferred stock, $ issued or outstanding as of September 30, 2026 and December 31, 2025 | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated retained earnings | |||||||||||
Accumulated other comprehensive loss | ( | ( | |||||||||
Total stockholders' equity | |||||||||||
Noncontrolling interest | |||||||||||
Total equity | |||||||||||
TOTAL LIABILITIES AND EQUITY | $ | $ | |||||||||
See notes to unaudited condensed consolidated financial statements.
1
HILTON GRAND VACATIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(in millions, except per share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||
| Sales of VOIs, net | $ | $ | $ | $ | ||||||||||||||||||||||
Fee-for-service commissions, package sales and other fees | ||||||||||||||||||||||||||
| Financing | ||||||||||||||||||||||||||
| Resort and club management | ||||||||||||||||||||||||||
| Rental and ancillary services | ||||||||||||||||||||||||||
| Cost reimbursements | ||||||||||||||||||||||||||
| Total revenues | ||||||||||||||||||||||||||
| Expenses | ||||||||||||||||||||||||||
| Cost of VOI sales | ||||||||||||||||||||||||||
| Sales and marketing | ||||||||||||||||||||||||||
| Financing | ||||||||||||||||||||||||||
| Resort and club management | ||||||||||||||||||||||||||
| Rental and ancillary services | ||||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||||
| Acquisition and integration-related | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| License fees | ||||||||||||||||||||||||||
| Loss on sale and impairment, net | ( | |||||||||||||||||||||||||
| Cost reimbursements | ||||||||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Equity in earnings from unconsolidated affiliates | ||||||||||||||||||||||||||
| Other (loss) gain, net | ( | ( | ( | |||||||||||||||||||||||
| Income before income taxes | ||||||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
Net income attributable to noncontrolling interest | ||||||||||||||||||||||||||
| Net income attributable to stockholders | $ | $ | $ | $ | ||||||||||||||||||||||
| Earnings per share attributable to stockholders: | ||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||||||||||||
See notes to unaudited condensed consolidated financial statements.
2
HILTON GRAND VACATIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(in millions)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Derivative instrument adjustments, net of tax | ( | ( | |||||||||||||||||||||
| Foreign currency translation adjustments, net of tax | ( | ||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ( | |||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||
| Comprehensive income attributable to noncontrolling interest | |||||||||||||||||||||||
| Comprehensive income attributable to stockholders | $ | $ | $ | $ | |||||||||||||||||||
See notes to unaudited condensed consolidated financial statements.
3
HILTON GRAND VACATIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in millions)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating Activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of deferred financing costs, acquisition premiums and other | |||||||||||
| Provision for loan losses | |||||||||||
| Loss on sale and impairment, net | |||||||||||
| Other loss (gain), net | ( | ||||||||||
| Share-based compensation | |||||||||||
| Deferred income tax expense | |||||||||||
| Equity in earnings from unconsolidated affiliates | ( | ( | |||||||||
| Return on investment in unconsolidated affiliates | |||||||||||
| Net changes in assets and liabilities, net of effects of acquisitions: | |||||||||||
| Accounts receivable, net | ( | ||||||||||
| Timeshare financing receivables | ( | ( | |||||||||
| Inventory | ( | ||||||||||
| Purchases and development of real estate for future conversion to inventory | ( | ( | |||||||||
| Other assets | ( | ||||||||||
| Accounts payable, accrued expenses and other | ( | ||||||||||
| Advanced deposits | ( | ||||||||||
| Deferred revenue | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Investing Activities | |||||||||||
| Acquisitions, net of cash, cash equivalents and restricted cash acquired | ( | ||||||||||
| Capital expenditures for property and equipment (excluding inventory) | ( | ( | |||||||||
| Software capitalization costs | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Financing Activities | |||||||||||
| Proceeds from debt | |||||||||||
| Proceeds from non-recourse debt | |||||||||||
| Repayment of debt | ( | ( | |||||||||
| Repayment of non-recourse debt | ( | ( | |||||||||
| Payment of debt issuance costs | ( | ( | |||||||||
| Repurchase and retirement of common stock | ( | ( | |||||||||
| Payment of withholding taxes on vesting of restricted stock units | ( | ( | |||||||||
| Proceeds from employee stock plan purchases | |||||||||||
| Proceeds from stock option exercises | |||||||||||
| Other | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of changes in exchange rates on cash, cash equivalents and restricted cash | ( | ||||||||||
| Net decrease in cash, cash equivalents and restricted cash | ( | ( | |||||||||
| Cash, cash equivalents and restricted cash, beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash, end of period | |||||||||||
| Less: Restricted cash | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
See notes to unaudited condensed consolidated financial statements.
4
HILTON GRAND VACATIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)
(in millions)
| Common Stock | Additional Paid-in Capital | Accumulated Retained Earnings (Deficit) | Accumulated Other Comprehensive Loss | Noncontrolling Interest | Total Equity | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2025 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||
Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Activity related to share-based compensation | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments, net of tax | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Repurchase and retirement of common stock | ( | — | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
Balance as of March 31, 2026 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Activity related to share-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Employee stock plan issuance | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments, net of tax | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Repurchase and retirement of common stock | ( | — | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
Balance as of June 30, 2026 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Activity related to share-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments, net of tax | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Repurchase and retirement of common stock | ( | — | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
Balance as of September 30, 2026 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||
See notes to unaudited condensed consolidated financial statements.
5
HILTON GRAND VACATIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)
(in millions)
| Common Stock | Additional Paid-in Capital | Accumulated Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interest | Total Equity | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2024 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Net (loss) income | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
Activity related to share-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments, net of tax | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Derivative instrument adjustments, net of tax | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Repurchase and retirement of common stock | ( | — | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
Balance as of March 31, 2025 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||
Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Activity related to share-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Employee stock plan issuance | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments, net of tax | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Derivative instrument adjustments, net of tax | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Repurchase and retirement of common stock | ( | — | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
Balance as of June 30, 2025 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||
Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Activity related to share-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments, net of tax | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Derivative instrument adjustments, net of tax | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Repurchase and retirement of common stock | ( | — | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
Balance as of September 30, 2025 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||
See notes to unaudited condensed consolidated financial statements.
6
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 September 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.
During the third quarter of 2026, we made certain changes to our allowance for financing receivables methodology which was accounted for prospectively as a change in accounting estimate under ASC 250, Accounting Changes and Error Corrections (“ASC 250”). Refer to Note 6: Timeshare Financing Receivables for additional information.
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.
7
In September 2025, the FASB issued Accounting Standards Update 2025-06 (“ASU 2025-06”), Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 provides amendments to modernize the accounting for software costs. The guidance may be applied either (1) prospectively, (2) retrospectively, or (3) using a modified transition approach with early adoption permitted. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. We are currently evaluating the effects of this ASU, but do not expect a material impact on our financial statements or disclosures.
In December 2025, the FASB issued Accounting Standards Update 2025-11 (“ASU 2025-11”) Interim Reporting (Topic 270): Narrow-Scope Improvements. ASU 2025-11 provides amendments to improve the navigability of the required interim disclosures and clarify when that guidance is applicable. ASU 2025-11 is effective for interim periods within annual reporting periods beginning after December 15, 2027. The guidance may be applied either (1) prospectively or (2) retrospectively to any or all prior periods presented. We are currently evaluating the effects of this ASU but do not expect a material impact on our financial statements or disclosures.
NOTE 3: 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. The transaction resulted in a controlling 100 % ownership interest in Elara. Costs related to the Elara Acquisition for the three and nine months ended September 30, 2026 were $1 million and $3 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 $1 75 % interest.
The following table presents the preliminary fair value of each class of consideration transferred in relation to the Elara Acquisition as of the Elara Acquisition Date:
| ($ in millions) | |||||
Cash consideration for remaining | $ | ||||
Effective settlement of preexisting relationships(1) | $ | ( | |||
| Total purchase consideration | $ | ||||
Fair value of previously held | $ | ||||
| Total allocatable value | $ | ||||
(1) 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.
(2) The amount was determined based upon the grossed up value of the cash consideration for the remaining 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
8
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 | $ | ||||
| Restricted cash | |||||
Accounts receivable | |||||
Timeshare financing receivables, net(1) | |||||
| Inventory | |||||
| Property and equipment | |||||
| Other assets | |||||
| Total assets acquired | $ | ||||
| Liabilities assumed | |||||
| Accounts payable, accrued expenses and other | $ | ||||
Advanced deposits | |||||
Debt | |||||
Non-recourse debt | |||||
| Total liabilities assumed | $ | ||||
| Net assets acquired | $ | ||||
| Total purchase consideration | $ | ||||
Plus: Fair value of previously held | |||||
Less: Net assets acquired | |||||
Goodwill(2) | $ | ||||
(1)The $411 million of Timeshare financing receivables, net includes $295 million of securitized timeshare financing receivables, net and $116 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 $295 million and unsecuritized timeshare financing receivables, net is $116 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.
9
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 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 $2 million of goodwill in connection with the Elara Acquisition. We have allocated the acquired goodwill to our Real Estate Sales and Financing segment. Our allocations may change throughout the measurement period as we continue to finalize the fair value of assets acquired and liabilities assumed in the Elara Acquisition. Goodwill is expected to be deductible for tax purposes.
NOTE 4: REVENUE FROM CONTRACTS WITH CUSTOMERS
Disaggregation of Revenue
The following tables show our disaggregated revenues by product and segment from contracts with customers. We operate our business in the following two
| ($ in millions) | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||
| Real Estate Sales and Financing Segment | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||
| Sales of VOIs, net | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
Fee-for-service commissions, package sales and other fees | |||||||||||||||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||||||||||||||
| Other financing revenue | |||||||||||||||||||||||||||||||||||
| Real estate sales and financing segment revenues | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| ($ in millions) | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||
| Resort Operations and Club Management Segment | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||
| Club management | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Resort management | |||||||||||||||||||||||||||||||||||
Rental(1) | |||||||||||||||||||||||||||||||||||
| Ancillary services | |||||||||||||||||||||||||||||||||||
| Resort operations and club management segment revenues | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
(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.
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Accounts receivable are recorded when the right to consideration becomes unconditional and is only contingent on the passage of time. Our timeshare financing receivables consist of loans related to our financing of VOI sales that are secured by the underlying timeshare properties. See Note 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: | September 30, 2026 | December 31, 2025 | |||||||||
| Accounts receivable, net | $ | $ | |||||||||
Timeshare financing receivables, net(1) | |||||||||||
| Total | $ | $ | |||||||||
(1) Includes $721 million and $528 million of acquired timeshare financing receivables, net, as of September 30, 2026 and December 31, 2025.
Contract liabilities include payments received or due in advance of satisfying our performance obligations. Such contract liabilities include advance deposits received on vacation packages for future stays at our resorts, deferred revenues related to sales of VOIs of projects under construction, club activation fees and annual dues, the liability for bonus points awarded to our customers for purchase of VOIs at our properties or properties under our fee-for-service arrangements that may be redeemed in the future and other deferred revenue.
The following table presents the composition of our contract liabilities:
| ($ in millions) | |||||||||||
| Contract liabilities: | September 30, 2026 | December 31, 2025 | |||||||||
| Advanced deposits | $ | $ | |||||||||
| Deferred sales of VOIs of projects under construction | |||||||||||
Club activation fees and annual dues | |||||||||||
Bonus point incentive liability(1) | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
(1)The balance includes $52
Revenue earned for the three and nine months ended September 30, 2026, which was included in the contract liabilities balance at December 31, 2025, was $475 million and $654 million.
Transaction Price Allocated to Remaining Performance Obligations
Transaction price allocated to remaining performance obligations represents contract revenue that has not yet been recognized. Deferred VOI sales primarily include the deferred revenues of sales associated with projects under construction. The following table presents the deferred revenue, deferred cost of VOI sales and deferred direct selling costs from sales of VOIs related to projects under construction:
| ($ in millions) | September 30, 2026 | December 31, 2025 | |||||||||
| Sales of VOIs, net | $ | $ | |||||||||
| Cost of VOI sales | |||||||||||
| Sales and marketing expense | |||||||||||
During the nine months ended September 30, 2026, we recognized $602 million of Sales of VOI, net related to the completion of projects in Japan and Hawaii, which were partially offset by deferrals of $145 million of Sales of VOI, net related to the Japan and Hawaii projects under construction earlier in the year.
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The following table includes the remaining transaction price related to our contract liabilities as of September 30, 2026:
| ($ in millions) | Remaining Transaction Price | Recognition Period | Recognition Method | ||||||||||||||
| Advanced deposits | $ | Upon customer stays | |||||||||||||||
| Club activation fees | Straight-line basis over average inventory holding period | ||||||||||||||||
| Bonus point incentive liability | Upon redemption | ||||||||||||||||
Annual club dues | Straight-line basis | ||||||||||||||||
Other | 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 $76 million as of September 30, 2026.
NOTE 5: ACCOUNTS RECEIVABLE
Accounts receivable are measured at amortized cost. The following table represents our accounts receivable, net of allowance for credit losses:
| ($ in millions) | September 30, 2026 | December 31, 2025 | |||||||||
| Fee-for-service commissions | $ | $ | |||||||||
| Real estate and financing | |||||||||||
| Resort and club operations | |||||||||||
Tax receivables | |||||||||||
| Other receivables | |||||||||||
| Total | $ | $ | |||||||||
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 nine months ended September 30, 2026:
| ($ in millions) | Fee-for-service commissions | Real estate and financing | Resort and club operations | Total | |||||||||||||||||||
Balance as of December 31, 2025 | $ | $ | $ | $ | |||||||||||||||||||
| Current period provision for expected credit losses | |||||||||||||||||||||||
Write-offs charged against the allowance(1) | ( | ( | ( | ( | |||||||||||||||||||
Balance as of September 30, 2026 | $ | $ | $ | $ | |||||||||||||||||||
(1)Write-offs in Fee-for-service commissions include settlement of preexisting relationship as part of the Elara Acquisition.
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NOTE 6: TIMESHARE FINANCING RECEIVABLES
We define our timeshare financing receivables portfolio as (i) originated and (ii) acquired. Our originated portfolio represents timeshare financing receivables that were originated by the businesses that we acquired subsequent to each respective acquisition date and all HGV timeshare financing receivables. Our acquired portfolio includes all timeshare financing receivables acquired that existed as of the respective acquisition dates.
The following table presents the components of each portfolio by class of timeshare financing receivables:
| Originated | Acquired | ||||||||||||||||||||||
| ($ in millions) | September 30, 2026 | December 31, 2025 | September 30, 2026 | December 31, 2025 | |||||||||||||||||||
| Securitized | $ | $ | $ | $ | |||||||||||||||||||
Unsecuritized(1) | |||||||||||||||||||||||
| Timeshare financing receivables, gross | |||||||||||||||||||||||
| Unamortized non-credit acquisition net premium | |||||||||||||||||||||||
| Less: allowance for financing receivables losses | ( | ( | ( | ( | |||||||||||||||||||
| Timeshare financing receivables, net | $ | $ | $ | $ | |||||||||||||||||||
(1)Includes amounts used as collateral to secure the non-recourse revolving timeshare receivable credit facility (“Timeshare Facility”) and the non-recourse revolving timeshare receivable credit facility for Big Cedar (“Big Cedar Timeshare Facility”) as well as amounts held as future collateral for securitization activities.
As of September 30, 2026 and December 31, 2025, we had timeshare financing receivables of $713 million and $710 million securing the Timeshare Facility and the Big Cedar Timeshare Facility.
We recognize interest income on our timeshare financing receivables as earned. As of September 30, 2026 and December 31, 2025, we had interest receivable outstanding of $27 million and $26 million on our originated timeshare financing receivables. As of September 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 September 30, 2026, our originated timeshare financing receivables had interest rates ranging from 2.0 % to 25.8 %, a weighted-average interest rate of 14.2 %, a weighted-average remaining term of 9.0 years and maturities through 2041. As of September 30, 2026, 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 6.5 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.
During the third quarter of 2026, we made certain changes to our allowance for financing receivables methodology to reflect the continued integration of our previously acquired businesses and our expectation that future owners will represent a composite of all historical owners. The changes to methodology include combining the historical performance of timeshare financing receivables from these businesses into a single static pool model that stratifies the receivables by FICO score and equity percentage at the time of sale, consistent with our integrated underwriting standards. These changes are accounted for prospectively as a change in accounting estimate under ASC 250. As a result, we recorded a $55 million decrease in the allowance for originated timeshare financing receivable. The change reduced the provision for financing receivable losses which resulted in an increase to Sales of VOIs, net in our condensed consolidated statements of income.
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The changes in our allowance for financing receivables losses were as follows:
| ($ in millions) | Originated | Acquired | |||||||||
Balance as of December 31, 2025 | $ | $ | |||||||||
| Initial allowance for financing receivables acquired during the period | |||||||||||
Provision for financing receivables losses(1) | ( | ||||||||||
| Write-offs | ( | ( | |||||||||
| Inventory recoveries | |||||||||||
Upgrades(2) | ( | ||||||||||
Balance as of September 30, 2026 | $ | $ | |||||||||
| ($ in millions) | Originated | Acquired | |||||||||
Balance as of December 31, 2024 | $ | $ | |||||||||
Provision for financing receivables losses(1) | |||||||||||
| Write-offs | ( | ( | |||||||||
| Inventory recoveries | |||||||||||
Upgrades(2) | ( | ||||||||||
Balance as of September 30, 2025 | $ | $ | |||||||||
(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 September 30, 2026 mature as follows:
| ($ in millions) | Originated Timeshare Financing Receivables | ||||||||||||||||
| Year | Securitized | Unsecuritized | Total | ||||||||||||||
| 2026 (remaining) | $ | $ | $ | ||||||||||||||
| 2027 | |||||||||||||||||
| 2028 | |||||||||||||||||
| 2029 | |||||||||||||||||
| 2030 | |||||||||||||||||
| Thereafter | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
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 $5 million discount attributable to non-credit factors.
The fair value of our acquired timeshare financing receivables as of each respective acquisition date was determined using a discounted cash flow method, which calculated a present value of expected future risk-adjusted cash flows over the remaining term of the respective timeshare financing receivables. Consequently, the fair value of the acquired timeshare financing receivables recorded on our unaudited condensed consolidated balance sheet as of the respective acquisition date included an estimate of expected financing receivable losses which became the historical cost basis for that portfolio going forward.
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The allowance for financing receivable losses for our acquired timeshare financing receivables is remeasured at each period end and takes into consideration an estimated measure of anticipated defaults and early repayments. We consider historical timeshare financing receivables performance and the current economic environment in the re-measurement of the allowance for financing receivable losses for our acquired timeshare financing receivables. Subsequent changes to the allowance for acquired financing receivable losses are recorded within Financing expense on our unaudited condensed consolidated statements of income in the period in which the change occurs.
Our acquired timeshare financing receivables as of September 30, 2026 mature as follows:
| ($ in millions) | Acquired Timeshare Financing Receivables | ||||||||||||||||
| Year | Securitized | Unsecuritized | Total | ||||||||||||||
| 2026 (remaining) | $ | $ | $ | ||||||||||||||
| 2027 | |||||||||||||||||
| 2028 | |||||||||||||||||
| 2029 | |||||||||||||||||
| 2030 | |||||||||||||||||
| Thereafter | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
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) | September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||
| 700+ | $ | $ | |||||||||||||||||||||||||||||||||
| 600-699 | |||||||||||||||||||||||||||||||||||
| <600 | |||||||||||||||||||||||||||||||||||
No score(2) | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||||||||||||||
(1)During the first quarter of 2026, we updated our credit quality indicator disclosures to the use of a single FICO score from average FICO score, which is reflected in the table above.
(2)Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.
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The following table details our gross originated timeshare financing receivables by the origination year and FICO score as of September 30, 2026:
| ($ in millions) | Originated Timeshare Financing Receivables | ||||||||||||||||||||||||||||||||||||||||
| FICO score | 2026 | 2025 | 2024 | 2023 | 2022 | Prior | Total | ||||||||||||||||||||||||||||||||||
| 700+ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| 600-699 | |||||||||||||||||||||||||||||||||||||||||
| <600 | |||||||||||||||||||||||||||||||||||||||||
No score(1) | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Current period gross write-offs | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
(1)Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.
As of September 30, 2026 and December 31, 2025, we had ceased accruing interest on originated timeshare financing receivables with an aggregate principal balance of $497 million and $430 million. The following table details an aged analysis of our gross timeshare receivables balance:
| Originated - Securitized | Originated - Unsecuritized | ||||||||||||||||||||||
| ($ in millions) | September 30, 2026 | December 31, 2025 | September 30, 2026 | December 31, 2025 | |||||||||||||||||||
| Current | $ | $ | $ | $ | |||||||||||||||||||
| 31 - 90 days past due | |||||||||||||||||||||||
| 91 - 120 days past due | |||||||||||||||||||||||
| 121 days and greater past due | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Acquired Timeshare Financing Receivables
Our gross balances by FICO score of our acquired timeshare financing receivables are below:
| ($ in millions) | Acquired | ||||||||||||||||||||||||||||||||||
FICO score(1) | September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||
| 700+ | $ | $ | |||||||||||||||||||||||||||||||||
| 600-699 | |||||||||||||||||||||||||||||||||||
| <600 | |||||||||||||||||||||||||||||||||||
No score(2) | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||||||||||||||
(1)During the first quarter of 2026, we updated our credit quality indicator disclosures to the use of a single FICO score from average FICO score, which is reflected in the table above.
(2)Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.
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The following table details our gross acquired timeshare financing receivables by the origination year and FICO score as of September 30, 2026:
| ($ in millions) | Acquired Timeshare Financing Receivables | ||||||||||||||||||||||||||||||||||||||||
| FICO score | 2026 | 2025 | 2024 | 2023 | 2022 | Prior | Total | ||||||||||||||||||||||||||||||||||
| 700+ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| 600-699 | |||||||||||||||||||||||||||||||||||||||||
| <600 | |||||||||||||||||||||||||||||||||||||||||
No score(1) | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Current period gross write-offs | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
As of September 30, 2026 and December 31, 2025, we had ceased accruing interest on acquired timeshare financing receivables with an aggregate principal balance of $204 million and $152 million. The following table details an aged analysis of our gross timeshare receivables balance:
| Acquired - Securitized | Acquired - Unsecuritized | ||||||||||||||||||||||
| ($ in millions) | September 30, 2026 | December 31, 2025 | September 30, 2026 | December 31, 2025 | |||||||||||||||||||
| Current | $ | $ | $ | $ | |||||||||||||||||||
| 31 - 90 days past due | |||||||||||||||||||||||
| 91 - 120 days past due | |||||||||||||||||||||||
| 121 days and greater past due | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
As of September 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) | September 30, 2026 | December 31, 2025 | |||||||||
| Current | $ | $ | |||||||||
| 31 - 90 days past due | |||||||||||
| 91 - 120 days past due | |||||||||||
| 121 days and greater past due | |||||||||||
Total(1) | $ | $ | |||||||||
(1) As of September 30, 2026, the consolidated aged gross receivables related to the Elara Acquisition were $406 million current, $11 million 31 - 90 days past due, $3 million 91 - 120 days past due and $65 million 121 days and greater past due.
NOTE 7: INVENTORY
Inventory was comprised of the following:
| ($ in millions) | September 30, 2026 | December 31, 2025 | |||||||||
| Completed unsold VOIs | $ | $ | |||||||||
| Construction in process | |||||||||||
| Land, infrastructure and other | |||||||||||
| Total | $ | $ | |||||||||
For the nine months ended September 30, 2026, we recorded non-cash operating activity transfers, net of $15 million from Inventory to Property and equipment, net.
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The table below presents cost of sales true-ups relating to VOI products and the related impacts to the carrying value of inventory and cost of VOI sales:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
Cost of sales true-up(1) | $ | $ | $ | $ | |||||||||||||||||||||||||
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) | September 30, 2026 | December 31, 2025 | |||||||||
| Restricted cash | $ | $ | |||||||||
| Timeshare financing receivables, net | |||||||||||
| Non-recourse debt, net | |||||||||||
The following table shows the interest income and expense recognized as a result of our involvement with these VIEs during the nine months ended September 30, 2026. These amounts are included within Financing revenue and Financing expense in the unaudited condensed consolidated statement of income.
| ($ in millions) | |||||
| Interest income | $ | ||||
| Interest expense | |||||
| Debt issuance cost amortization | |||||
| Administrative expenses | |||||
Cash paid for interest associated with our non-recourse debt was $93 million and $76 million for the nine months ended September 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 September 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 $38 million as of September 30, 2026.
As of December 31, 2025, we had ownership interests in 1776 Holding LLC and Elara, which were VIEs that we did not consolidate because we were not the primary beneficiary. These unconsolidated affiliates had an aggregated debt balance of $400 million as of December 31, 2025. During the second quarter of 2026, we acquired the ownership interests in Elara not owned by us in the Elara Acquisition. As of the Elara Acquisition Date, it ceased to qualify as a variable interest entity and is now consolidated as a wholly owned subsidiary. See Note 3: Acquisition for additional information.
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The debt of the unconsolidated VIEs is secured by their assets and is without recourse to us. Our maximum exposure to loss as a result of our investment interest in the unconsolidated affiliate is primarily limited to (i) the carrying amount of the investments, which totaled $18 million and $63 million as of September 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 nine months ended September 30, 2026, we received cash distributions of $8 million from our investments in 1776 Holding LLC and Elara prior to the Elara Acquisition.
For these VIEs, our investment interests are included in the condensed consolidated balance sheets as Investments in unconsolidated affiliates, and equity earned is included in the unaudited condensed consolidated statements of income as Equity in earnings from unconsolidated affiliates.
NOTE 10: INTANGIBLE ASSETS
Intangible assets and related accumulated amortization were as follows:
| September 30, 2026 | |||||||||||||||||
| ($ in millions) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||
| Trade name | $ | $ | ( | $ | |||||||||||||
| Management contracts | ( | ||||||||||||||||
| Club member relationships | ( | ||||||||||||||||
| Capitalized software | ( | ||||||||||||||||
Marketing agreements | ( | ||||||||||||||||
Other contract-related intangible assets | ( | ||||||||||||||||
| Total | $ | $ | ( | $ | |||||||||||||
| December 31, 2025 | |||||||||||||||||
| ($ in millions) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||
| Trade name | $ | $ | ( | $ | |||||||||||||
| Management contracts | ( | ||||||||||||||||
| Club member relationships | ( | ||||||||||||||||
| Capitalized software | ( | ||||||||||||||||
Marketing agreements | ( | ||||||||||||||||
Other contract-related intangible assets | ( | ||||||||||||||||
| Total | $ | $ | ( | $ | |||||||||||||
Amortization expense on intangible assets was $58 million and $52 million for the three months ended September 30, 2026 and 2025, and $168 million and $154 million for the nine months ended September 30, 2026 and 2025.
19
NOTE 11: DEBT AND NON-RECOURSE DEBT
Debt
The following table details our outstanding debt balance and its associated interest rates:
| ($ in millions) | Interest Rate | September 30, 2026 | December 31, 2025 | ||||||||||||||
Debt(1) | |||||||||||||||||
Senior secured credit facility | |||||||||||||||||
Term loan A due 2028 | % | $ | $ | ||||||||||||||
Term loan B due 2031 | % | ||||||||||||||||
Term loan B due 2033 | % | ||||||||||||||||
Revolver due 2030(2) | % | ||||||||||||||||
Senior notes due 2029 | % | ||||||||||||||||
Senior notes due 2031 | % | ||||||||||||||||
Senior notes due 2032 | % | ||||||||||||||||
Other debt | |||||||||||||||||
| Total debt, gross | |||||||||||||||||
Less: unamortized deferred financing costs and discounts(3) | ( | ( | |||||||||||||||
| Total debt, net | $ | $ | |||||||||||||||
(1)As of September 30, 2026 and December 31, 2025, weighted-average interest rates were 5.751 % and 5.691 %.
(2)Unamortized deferred financing costs of $1 million and $3 million as of September 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 $51 million and $53 million as of September 30, 2026 and December 31, 2025. This amount also includes unamortized original issuance discounts of $10 million and $5 million as of September 30, 2026 and December 31, 2025.
Senior secured credit 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 %. As of September 30, 2026, we had $53 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 September 30, 2026. As of September 30, 2026, we have $457 million remaining borrowing capacity under the revolver facility.
We primarily use interest rate swaps as part of our interest rate risk management strategy for our variable-rate debt. These interest rate swaps are associated with the SOFR-based senior secured credit facility. As of September 30, 2026, these interest rate swaps convert the SOFR-based variable rate on our senior secured credit facility 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 September 30, 2026, the aggregate notional values of the interest rate swaps under our senior secured credit facility 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 September 30, 2026 and December 31, 2025, the estimated fair value of our cash flow hedges was $19 million and $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 nine months ended September 30, 2026:
| Net unrealized gain on derivative instruments | |||||
Balance as of December 31, 2025 | $ | ||||
Other comprehensive loss before reclassifications, net | |||||
Reclassifications to net income | ( | ||||
Balance as of September 30, 2026 | $ | ||||
20
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 September 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 September 30, 2026.
Cash paid for interest on our corporate debt, net was $207 million and $221 million for the nine months ended September 30, 2026 and 2025.
Non-recourse Debt
The following table details our outstanding non-recourse debt balance and associated interest rates:
| ($ in millions) | Weighted Average Interest Rate | September 30, 2026 | December 31, 2025 | ||||||||||||||
Non-recourse debt(1) | |||||||||||||||||
Timeshare Facility due 2029(2) | % | $ | $ | ||||||||||||||
Big Cedar Timeshare Facility due 2029 | % | ||||||||||||||||
Securitized Debt due 2035 - 2045(3) | % | ||||||||||||||||
Quorum Purchase Facility due 2034 | % | ||||||||||||||||
NBA Receivables Facility due 2031 | % | ||||||||||||||||
| Total non-recourse debt, gross | |||||||||||||||||
Less: unamortized deferred financing costs and discount(4) | ( | ( | |||||||||||||||
| Total non-recourse debt, net | $ | $ | |||||||||||||||
(1)As of September 30, 2026 and December 31, 2025, weighted-average interest rates were 5.054 % and 5.019 %.
(2)Unamortized deferred financing costs of $3 million as of September 30, 2026 relating to the Timeshare Facility and Big Cedar Timeshare Facility included in Other Assets in our consolidated balance sheet.
(3)Interest rates as of September 30, 2026 range from 1.410 % to 6.614 %.
(4)Amount includes unamortized deferred financing costs of $30 2 million and $5 million as of September 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 September 30, 2026, our Timeshare Facility has a remaining borrowing capacity of $450 million.
Big Cedar Timeshare Facility
On September 14, 2026, Big Cedar entered into the Big Cedar Timeshare Facility, a $200 million revolving receivables warehouse facility, with a commitment period through September 2028 and a maturity period through September 2029. In connection with the warehouse facility, we incurred $1 million in debt issuance costs. As of September 30, 2026, the Big Cedar Timeshare Facility has a remaining borrowing capacity of $175 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, 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.
21
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, 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 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 $109 million and $142 million as of September 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 $5 million, subject to certain exceptions. During the third quarter of 2026, we terminated the NBA Receivables Facility.
Debt Maturities
The contractual maturities of our debt and non-recourse debt as of September 30, 2026 were as follows:
| ($ in millions) | Debt | Non-recourse Debt | Total | ||||||||||||||
| Year | |||||||||||||||||
| 2026 (remaining three months) | $ | $ | $ | ||||||||||||||
| 2027 | |||||||||||||||||
| 2028 | |||||||||||||||||
| 2029 | |||||||||||||||||
| 2030 | |||||||||||||||||
| Thereafter | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
NOTE 12: FAIR VALUE MEASUREMENTS
The carrying amounts and estimated fair values of our financial assets and liabilities were as follows:
| September 30, 2026 | |||||||||||||||||
Fair Value | |||||||||||||||||
| ($ in millions) | Carrying Amount | Level 1 | Level 3 | ||||||||||||||
| Assets: | |||||||||||||||||
Timeshare financing receivables, net | $ | $ | $ | ||||||||||||||
| Liabilities: | |||||||||||||||||
Debt, net | |||||||||||||||||
Non-recourse debt, net | |||||||||||||||||
22
| December 31, 2025 | |||||||||||||||||
Fair Value | |||||||||||||||||
| ($ in millions) | Carrying Amount | Level 1 | Level 3 | ||||||||||||||
| Assets: | |||||||||||||||||
Timeshare financing receivables, net | $ | $ | $ | ||||||||||||||
| Liabilities: | |||||||||||||||||
Debt, net | |||||||||||||||||
Non-recourse debt, net | |||||||||||||||||
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 September 30, 2026 and 2025 was approximately 29 % and 38 %. The effective tax rate for the nine months ended September 30, 2026 and 2025 was approximately 26 % and 52 %. The effective tax rate decrease 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 overall change in earnings and the impact of discrete items. The difference between our effective tax rate as compared to the U.S. statutory federal tax rate of 21% is primarily due to state and foreign income taxes, partially offset by discrete tax items. Our discrete items are primarily related to unrecognized tax benefits.
Cash paid for income taxes, net of refunds, was $81 million and $138 million for the nine months ended September 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 September 30, 2026, there were 2,412,233 shares of common stock available for future issuance under the 2023 Plan. We recognized share-based compensation expense of $19 million and $18 million for the three months ended September 30, 2026 and 2025 and $54 million and $52 million for the nine months ended September 30, 2026 and 2025.
As of September 30, 2026, unrecognized compensation cost for unvested awards was approximately $69 million, which is expected to be recognized over a weighted average period of 1.9 years.
23
Service RSUs
During the nine months ended September 30, 2026, we issued 1,130,207 Service RSUs with a weighted-average grant date fair value of $42.84 , which generally vest in annual installments over 3 years from the date of grant, subject to the individual’s continued employment through the applicable vesting date.
Options
During the nine months ended September 30, 2026, we did not grant any Options. As of September 30, 2026, we had 1,588,533 Options outstanding that were exercisable.
Performance RSUs
During the nine months ended September 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 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 $1 2
NOTE 15: EARNINGS PER SHARE
The following tables present the calculation of our basic and diluted earnings per share (“EPS”) and the corresponding weighted average shares outstanding referenced in these calculations:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| ($ and shares outstanding in millions, except per share amounts) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||
| Net income attributable to stockholders | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
Earnings per share(1) | |||||||||||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
Basic weighted average shares outstanding | |||||||||||||||||||||||||||||||||||
RSUs(2), PSUs(3), Options(4) and ESPP | |||||||||||||||||||||||||||||||||||
Diluted weighted average shares outstanding | |||||||||||||||||||||||||||||||||||
(1)Earnings per share amounts are calculated using whole numbers.
(2) Excludes approximately 29,000 and 15,000 shares of RSUs that would have been anti-dilutive to EPS under the treasury stock method for the three and nine months ended September 30, 2026. Also excludes approximately 3,000 and 2,000 shares of RSUs that would have been anti-dilutive to EPS under the treasury stock method for the three and nine months ended September 30, 2025. These RSUs could potentially dilute EPS in the future.
(3) There were no
(4) Excludes approximately 507,000 and 548,000 shares of Options that would have been anti-dilutive to EPS under the treasury stock method for the three and nine months ended September 30, 2026. Also excludes approximately 608,000 and 1,157,000 shares of Options that would have been anti-dilutive to EPS under the treasury stock method for the three and nine months ended September 30, 2025. These Options could potentially dilute EPS in the future.
24
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”). On August 12, 2026, our Board of Directors approved an additional 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 “2026 Repurchase Plan” and together with the 2025 Repurchase Plan, the “Repurchase Plans”). The 2026 Repurchase Plan will commence once the 2025 Repurchase Plan is fully completed.
The following table summarizes stock repurchase activity under the current and previous share repurchase programs as of September 30, 2026:
| (in millions) | Shares | Cost | |||||||||
As of December 31, 2025 | $ | ||||||||||
| Repurchases | |||||||||||
As of September 30, 2026 | $ | ||||||||||
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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Equity in earnings from unconsolidated affiliates | $ | $ | $ | $ | |||||||||||||||||||
| Commissions and other fees | |||||||||||||||||||||||
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 September 30, 2026 and December 31, 2025.
Apollo Global Management Inc. (“Apollo”)
As part of our acquisition of Dakota Holdings, Inc., the parent of Diamond Resorts International (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 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.
25
During the year ended December 31, 2025, we billed Apollo for $2 million of reimbursable expenses, for which payment was received in January 2026. As of September 30, 2026, we had $1 million in Accounts Receivable due from Apollo for reimbursable expenses billed during 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.
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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Real estate sales and financing | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
Resort operations and club management(1) | |||||||||||||||||||||||||||||||||||
| Total segment revenues | |||||||||||||||||||||||||||||||||||
| Cost reimbursements | |||||||||||||||||||||||||||||||||||
Intersegment eliminations(1) | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
(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.
26
The following tables present Adjusted EBITDA for our reportable segments:
| ($ in millions) | ||||||||||||||||||||
For the three months ended September 30, 2026 | Real Estate and Financing | Resort Operations and Club Management | Total | |||||||||||||||||
| Revenues from external customers | $ | $ | $ | |||||||||||||||||
| Intersegment revenues | — | |||||||||||||||||||
| Total segment revenues | (a) | |||||||||||||||||||
| Less: | ||||||||||||||||||||
Cost of VOI sales | ||||||||||||||||||||
| Selling expense | ||||||||||||||||||||
| Marketing expense | ||||||||||||||||||||
| Financing expense | ||||||||||||||||||||
| Club expense | ||||||||||||||||||||
| Property management expense | ||||||||||||||||||||
| Rental expense | ||||||||||||||||||||
| Other expenses | ||||||||||||||||||||
| Total segment expenses | (b) | (c) | ||||||||||||||||||
| Other: | ||||||||||||||||||||
| Share-based compensation expense | ||||||||||||||||||||
| Other segment adjustment items | (d) | |||||||||||||||||||
| Intersegment elimination | ( | — | ( | (a) | ||||||||||||||||
| Segment Adjusted EBITDA | $ | $ | $ | |||||||||||||||||
For the nine months ended September 30, 2026 | Real Estate and Financing | Resort Operations and Club Management | Total | |||||||||||||||||
| Revenues from external customers | $ | $ | $ | |||||||||||||||||
| Intersegment revenues | — | |||||||||||||||||||
| Total segment revenues | (a) | |||||||||||||||||||
| Less: | ||||||||||||||||||||
Cost of VOI sales | ||||||||||||||||||||
| Selling expense | ||||||||||||||||||||
| Marketing expense | ||||||||||||||||||||
| Financing expense | ||||||||||||||||||||
| Club expense | ||||||||||||||||||||
| Property management expense | ||||||||||||||||||||
| Rental expense | ||||||||||||||||||||
| Other expenses | ||||||||||||||||||||
| Total segment expenses | (b) | (c) | ||||||||||||||||||
| Other: | ||||||||||||||||||||
| Share-based compensation expense | ||||||||||||||||||||
| Other segment adjustment items | (d) | |||||||||||||||||||
| Intersegment elimination | ( | — | ( | (a) | ||||||||||||||||
| Segment Adjusted EBITDA | $ | $ | $ | |||||||||||||||||
(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
| ($ in millions) | ||||||||||||||||||||
For the three months ended September 30, 2025 | Real Estate and Financing | Resort Operations and Club Management | Total | |||||||||||||||||
| Revenues from external customers | $ | $ | $ | |||||||||||||||||
| Intersegment revenues | — | |||||||||||||||||||
| Total segment revenues | (a) | |||||||||||||||||||
| Less: | ||||||||||||||||||||
Cost of VOI sales | ||||||||||||||||||||
| Selling expense | ||||||||||||||||||||
| Marketing expense | ||||||||||||||||||||
| Financing expense | ||||||||||||||||||||
| Club expense | ||||||||||||||||||||
| Property management expense | ||||||||||||||||||||
| Rental expense | ||||||||||||||||||||
| Other expenses | ||||||||||||||||||||
| Total segment expenses | (b) | (c) | ||||||||||||||||||
| Other: | ||||||||||||||||||||
| Share-based compensation expense | ||||||||||||||||||||
| Other segment adjustment items | ( | (d) | ||||||||||||||||||
| Intersegment elimination | ( | — | ( | (a) | ||||||||||||||||
| Segment Adjusted EBITDA | $ | $ | $ | |||||||||||||||||
For the nine months ended September 30, 2025 | Real Estate and Financing | Resort Operations and Club Management | Total | |||||||||||||||||
| Revenues from external customers | $ | $ | $ | |||||||||||||||||
| Intersegment revenues | — | |||||||||||||||||||
| Total segment revenues | (a) | |||||||||||||||||||
| Less: | ||||||||||||||||||||
Cost of VOI sales | ||||||||||||||||||||
| Selling expense | ||||||||||||||||||||
| Marketing expense | ||||||||||||||||||||
| Financing expense | ||||||||||||||||||||
| Club expense | ||||||||||||||||||||
| Property management expense | ||||||||||||||||||||
| Rental expense | ||||||||||||||||||||
| Other expenses | ||||||||||||||||||||
| Total segment expenses | (b) | (c) | ||||||||||||||||||
| Other: | ||||||||||||||||||||
| Share-based compensation expense | ||||||||||||||||||||
| Other segment adjustment items | ( | (d) | ||||||||||||||||||
| Intersegment elimination | ( | — | ( | (a) | ||||||||||||||||
| Segment Adjusted EBITDA | $ | $ | $ | |||||||||||||||||
(a) Includes charges to the Real estate sales and financing segment from the Resort operations and club management segment for fulfillment of discounted marketing package stays at resorts. We account for intersegment revenues as if they were sales to third parties at current market prices.
(b) Consists of Costs of VOI sales, Sales and Marketing, and Financing expense on the unaudited condensed consolidated statements of income.
(c) Consists of Resort and club management and Rental and ancillary services expense on the unaudited condensed consolidated statements of income.
(d) Consists of costs associated with restructuring, one-time charges, other non-cash items, and for the Real Estate and Financing Segment, amortization of fair value premiums and discounts resulting from purchase accounting.
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The following table presents Adjusted EBITDA for our reportable segments reconciled to net income and net income attributable to stockholders:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||
| Adjusted EBITDA: | |||||||||||||||||||||||||||||||||||
Real estate sales and financing(1) | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
Resort operations and club management(1) | |||||||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA | |||||||||||||||||||||||||||||||||||
| Acquisition and integration-related | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| General and administrative | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| License fees | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Other (loss) gain, net | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Equity in earnings from unconsolidated affiliates | |||||||||||||||||||||||||||||||||||
| Loss on sale and impairment, net | ( | ( | ( | ||||||||||||||||||||||||||||||||
Other adjustment items(2) | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interest | |||||||||||||||||||||||||||||||||||
| Net income attributable to stockholders | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
(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) | September 30, 2026 | December 31, 2025 | |||||||||
| Real estate sales and financing | $ | $ | |||||||||
| Resort operations and club management | |||||||||||
| Total segment assets | |||||||||||
| Corporate | |||||||||||
| Total assets | $ | $ | |||||||||
The following table presents capital expenditures for property and equipment (including inventory and leases) for our reportable segments, reconciled to consolidated amounts:
| Nine Months Ended September 30, | |||||||||||
| ($ in millions) | 2026 | 2025 | |||||||||
| Real estate sales and financing | $ | $ | |||||||||
| Resort operations and club management | |||||||||||
Total segment capital expenditures | |||||||||||
| Corporate | |||||||||||
Total capital expenditures | $ | $ | |||||||||
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NOTE 18: COMMITMENTS AND CONTINGENCIES
Bass Pro Shops Marketing Agreement Commitments
In November 2023, we entered into a 10-year exclusive marketing agreement with Bass Pro Shops (“Bass Pro”), a nationally-recognized retailer of fishing, marine, hunting, camping and sports gear, that provides us with the right to market and sell vacation packages at kiosks in Bass Pro’s and Cabela’s retail locations and through other means. This agreement became effective on the Bluegreen Acquisition Date. As a part of this agreement, we are required to make certain minimum annual payments and certain variable payments based upon the number of travel packages sold during the year or the number of Bass Pro and Cabela’s retail locations HGV maintains during the year. As of September 30, 2026, HGV had sales and marketing operations at a total of 146 Bass Pro Shops and Cabela’s Stores, including 6 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 September 30, 2026, we were committed to purchase approximately $304 million of inventory over a period of 12 years and $53 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 nine months ended September 30, 2026, we fulfilled $17 million of purchases required under our inventory commitments. As of September 30, 2026, our remaining obligations pursuant to these arrangements were expected to be incurred as follows:
| ($ in millions) | 2026 (remaining) | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | ||||||||||||||||||||||||||||||||||
Marketing and license fee agreements | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
Inventory purchase obligations(1)(2)(3) | |||||||||||||||||||||||||||||||||||||||||
Other commitments(4) | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
(1)Commitments for properties in New York, Tennessee and Florida.
(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 2038 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 September 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 $346 million as of September 30, 2026, that primarily consist of escrow and subsidy related bonds.
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NOTE 19: LOSS ON SALE AND IMPAIRMENT, NET
Following a strategic review of our resort portfolio quality, we identified certain properties where disposal of our interests was appropriate. During the second quarter of 2026, we completed this disposition of inventory and recorded an aggregate loss of $48 million that is included in Loss on sale and impairment, net on the condensed consolidated statements of income. In accordance with the asset purchase agreement, we will participate in future proceeds from the sales of the disposed inventory by the third-party that purchased our interests in certain properties. During the three months ended September 30, 2026, we recorded $7 million associated with our portion of the proceeds from the sale of our previously disposed interests in certain properties, which is included in Loss on sale and impairment, net on the condensed consolidated statements of income.
During the three and nine months ended September 30, 2025, we recorded lease impairments of $1 million and $2 million included in Loss on sale and impairment, net on the condensed consolidated statements of income.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the year ended December 31, 2025.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements convey management’s expectations as to the future of HGV, and are based on management’s beliefs, expectations, assumptions and such plans, estimates, projections and other information available to management at the time HGV makes such statements. Forward-looking statements include all statements that are not historical facts and may be identified by terminology such as the words “outlook,” “believe,” “expect,” “potential,” “goal,” “continues,” “may,” “will,” “should,” “could,” “would,” “seeks,” “approximately,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “future,” “guidance,” “target,” or the negative version of these words or other comparable words, although not all forward-looking statements may contain such words. The forward-looking statements contained in this Quarterly Report on Form 10-Q include statements related to HGV’s revenues, earnings, taxes, cash flow and related financial and operating measures, and expectations with respect to future operating, financial and business performance, and other anticipated future events and expectations that are not historical facts.
HGV cautions you that our forward-looking statements involve known and unknown risks, uncertainties and other factors, including those that are beyond HGV’s control, which may cause the actual results, performance or achievements to be materially different from the future results. Any one or more of these risks or uncertainties, could adversely impact HGV’s operations, revenue, operating profits and margins, key business operational metrics discussed under “—Operational Metrics” below, financial condition or credit rating.
For additional information regarding factors that could cause HGV’s actual results to differ materially from those expressed or implied in the forward-looking statements in this Quarterly Report on Form 10-Q, please see the risk factors discussed in “Part I—Item 1A. Risk Factors” and the Summary of Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as supplemented and updated by the risk factors described from time to time in other periodic reports that we file with the SEC. There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our business. Except for HGV’s ongoing obligations to disclose material information under the federal securities laws, we undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, changes in management’s expectations, or otherwise.
Terms Used in this Quarterly Report on Form 10-Q
Except where the context requires otherwise, references in this Quarterly Report on Form 10-Q to “Hilton Grand Vacations,” “HGV,” “the Company,” “we,” “us” and “our” refer to Hilton Grand Vacations Inc., together with its consolidated subsidiaries. Except where the context requires otherwise, references to our “properties” or “resorts” refer to the timeshare properties that we manage or own. Of these resorts and units, a portion is directly owned by us or joint ventures in which we have an interest; and the remaining resorts and units are owned by our third-party owners.
“VOI” refers to vacation ownership intervals and interests.
“Developed” refers to VOI inventory that is sourced from projects developed by HGV.
“Fee-for-service” refers to VOI inventory that we sell and manage on behalf of third-party developers.
“Just-in-time” refers to VOI inventory that is primarily sourced in transactions that are designed to closely correlate the timing of the acquisition by us with our sale of that inventory to purchasers.
“Points-based” refers to VOI sales that are backed by physical real estate that is or will be contributed to a trust.
“Collections” refers to the acquired portfolio of resort properties included in Diamond's single- and multi-use trusts.
Non-GAAP Financial Measures
This Quarterly Report on Form 10-Q includes discussion of terms that are not recognized terms under U.S. Generally Accepted Accounting Principles (“U.S. GAAP”), and financial measures that are not calculated in accordance with U.S. GAAP, including earnings before interest expense (excluding interest expense relating to our non-recourse debt), taxes and depreciation and amortization (“EBITDA”), Adjusted EBITDA, Adjusted EBITDA Attributable to Stockholders,
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fee-for-service commissions, 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 September 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 September 30, 2026, we had approximately 715,000 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 28 industry-leading brands with over 9,400 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 inventory 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 nine months ended September 30, 2026, sales from fee-for-service and just-in-time inventory were 14%, and 11% 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 99 sales distribution centers in various domestic and international locations. Our marketing and sales activities are based on targeted direct marketing and a highly personalized sales approach. We use targeted direct marketing to reach potential members who are identified as having the financial ability to pay for our products, are frequent leisure travelers, and have an affinity with our brands.
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Our marketing and sales activities also include marketing relationships with nationally-recognized consumer brands such as Bass Pro, a fishing, marine, hunting, camping and sports gear retailer, and Choice Hotels. HGV is party to an exclusive marketing agreement with Bass Pro that provides HGV with the right to market and sell vacation packages at kiosks in Bass Pro’s and Cabela’s retail locations and through other means. As of September 30, 2026, HGV had sales and marketing operations at a total of 146 Bass Pro Shops and Cabela’s Stores, including 6 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 both the nine months ended September 30, 2026 and 2025, 73% 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 70% and 66% for the nine months ended September 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:
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
Weighted-average FICO score(1) | 745 | 748 | |||||||||
(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.
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We rent unsold VOI inventory, third-party inventory and inventory made available due to ownership exchanges through our Club programs. We earn a fee from rentals of third-party inventory. Additionally, we provide ancillary offerings including food and beverage, retail and spa offerings at these timeshare properties.
Key Business and Financial Metrics
Real Estate Sales Operating Metrics
We measure our performance using the following key operating metrics:
•Contract sales represent the total amount of VOI products (fee-for-service, just-in-time, developed, and points-based) under purchase agreements signed during the period where we have received a down payment of at least 10% of the contract price. Contract sales differ from revenues from the Sales of VOIs, net that we report in our unaudited condensed consolidated statements of income due to the requirements for revenue recognition, as well as adjustments for incentives. While we do not record the purchase price of sales of VOI products developed by fee-for-service partners as revenue in our unaudited condensed consolidated financial statements, rather recording the commission earned as revenue in accordance with U.S. GAAP, we believe contract sales to be an important operational metric, reflective of the overall volume and pace of sales in our business and believe it provides meaningful comparability of our results to the results of our competitors which may source their VOI products differently. We believe that the presentation of contract sales on a combined basis (fee-for-service, just-in-time, developed and points-based) is most appropriate for the purpose of the operating metric, additional information regarding the split of contract sales, is included in “—Real Estate Operating Metrics” below.
•Tour flow represents the number of sales presentations given at our sales centers during the period.
•VPG represents the sales attributable to tours at our sales locations and is calculated by dividing contract sales, excluding telesales, by tour flow. We consider VPG to be an important operating measure because it measures the effectiveness of our sales process, combining the average transaction price with the closing rate.
EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders
EBITDA, presented herein, is a financial measure that is not recognized under U.S. GAAP that reflects net income, before interest expense (excluding non-recourse debt), a provision for income taxes and depreciation and amortization.
Adjusted EBITDA, presented herein, is calculated as EBITDA, as previously defined, further adjusted to exclude certain items, including, but not limited to, gains, losses and expenses in connection with: (i) other gains and losses, including asset dispositions and foreign currency transactions; (ii) debt restructurings/retirements; (iii) non-cash impairment losses; (iv) share-based and other compensation expenses; and (v) other items, including but not limited to costs associated with acquisitions, restructuring, amortization of premiums and discounts resulting from purchase accounting, and other non-cash and one-time charges.
Adjusted EBITDA Attributable to Stockholders is Adjusted EBITDA, as previously defined, excluding amounts attributable to the noncontrolling interest in Bluegreen/Big Cedar Vacations LLC (“Big Cedar”), a joint venture in which HGV is deemed to hold a controlling financial interest based on its 51% equity interest, its active role as the day-to-day manager of its activities, and majority voting control of its management committee.
EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders are not recognized terms under U.S. GAAP and should not be considered as alternatives to net income or other measures of financial performance or liquidity derived in accordance with U.S. GAAP. In addition, our definitions of EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders may not be comparable to similarly titled measures of other companies.
We believe that EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders provide useful information to investors about us and our financial condition and results of operations for the following reasons: (i) EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders are among the measures used by our management team to evaluate our operating performance and make day-to-day operating decisions; and (ii) EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders are frequently used by securities analysts, investors and other interested parties as a common performance measure to compare results or estimate valuations across companies in our industry.
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EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders have limitations as analytical tools and should not be considered either in isolation or as a substitute for net income, cash flow or other methods of analyzing our results as reported under U.S. GAAP. Some of these limitations are:
•EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders do not reflect changes in, or cash requirements for, our working capital needs;
•EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders do not reflect our interest expense (excluding interest expense on non-recourse debt), or the cash requirements necessary to service interest or principal payments on our indebtedness;
•EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders do not reflect our tax expense or the cash requirements to pay our taxes;
•EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders do not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments;
•EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders do not reflect the effect on earnings or changes resulting from matters that we consider not to be indicative of our future operations;
•EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders do not reflect any cash requirements for future replacements of assets that are being depreciated and amortized; and
•EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders may be calculated differently from other companies in our industry limiting their usefulness as comparative measures.
Because of these limitations, EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders should not be considered as discretionary cash available to us to reinvest in the growth of our business or as measures of cash that will be available to us to meet our obligations.
See below under “Reconciliation of Non-GAAP Measures to GAAP Measures” for reconciliation of our EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders to net income attributable to stockholders and net income, our most comparable U.S. GAAP financial measures.
Non-GAAP Measures within Our Segments
Within each of our two reportable segments, we present additional profit and profit margin information for certain key activities—real estate, financing, resort and club management, and rental and ancillary services. These non-GAAP measures are used by our management team to evaluate the operating performance of each of our key activities, and to make day-to-day operating decisions. We believe these additional measures are also important in helping investors understand the performance and efficiency with which we are able to convert revenues for each of these primary activities into operating profit, both in dollars and as margins, and are frequently used by securities analysts, investors and other interested parties as one of common performance measures to compare results or estimate valuations across companies in our industry. Specifically:
•Sales revenue represents sales of VOIs, net, and Fee-for-service commissions earned from the sale of fee-for-service VOIs. Fee-for-service commissions represents fee-for-service commissions, package sales and other fees, which corresponds to the applicable line item from our unaudited condensed consolidated statements of income, adjusted by package sales and other fees earned primarily from discounted marketing related packages which encompass a sales tour to prospective owners. Real estate expense represents costs of VOI sales and Sales and marketing expense, net. Sales and marketing expense, net represents sales and marketing expense, which corresponds to the applicable line item from our unaudited condensed consolidated statements of income, adjusted by package sales and other fees earned primarily from discounted marketing related packages which encompass a sales tour to prospective owners. Both fee-for-service commissions and sales and marketing expense, net, represent non-GAAP measures. We present these items net because it provides a meaningful measure of our underlying real estate profit related to our primary real estate activities which focus on the sales and costs associated with our VOIs.
•Real estate profit represents sales revenue less real estate expense. Real estate margin is calculated as a percentage by dividing real estate profit by sales revenue. We consider real estate profit margin to be an important non-GAAP operating measure because it measures the efficiency of our sales and marketing spending, management of inventory costs, and initiatives intended to improve profitability.
•Financing profit represents financing revenue, net of financing expense, both of which correspond to the applicable line items from our unaudited condensed consolidated statements of income. Financing profit margin is calculated as a percentage by dividing financing profit by financing revenue. We consider this
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to be an important non-GAAP operating measure because it measures the efficiency and profitability of our financing business in connection with our VOI sales.
•Resort and club management profit represents resort and club management revenue, net of resort and club management expense, both of which correspond to the applicable line items from our unaudited condensed consolidated statements of income. Resort and club management profit margin is calculated as a percentage by dividing resort and club management profit by resort and club management revenue. We consider this to be an important non-GAAP operating measure because it measures the efficiency and profitability of our resort and club management business that support our VOI sales business.
•Rental and ancillary services profit represents rental and ancillary services revenues, net of rental and ancillary services expenses, both of which correspond to the applicable line items from our unaudited condensed consolidated statements of income. Rental and ancillary services profit margin is calculated as a percentage by dividing rental and ancillary services profit by rental and ancillary services revenue. We consider this to be an important non-GAAP operating measure because it measures our ability to convert available inventory and unoccupied rooms into revenue and profit by transient rentals, as well as profitability of other services, such as food and beverage, retail, spa offerings and other guest services.
Each of the foregoing four profit measures is not a recognized term under U.S. GAAP and should not be considered as an alternative to net income or other measures of financial performance or liquidity derived in accordance with U.S. GAAP. In addition, our calculation of such measures may not be comparable to similarly titled measures of other companies. Furthermore, these measures have limitations as analytical tools and should not be considered either in isolation or as a substitute for net income or other methods of analyzing our results as reported under U.S. GAAP. Such limitations include the fact that these measures only include those revenues and expenses related to one of the four specified operating activities as opposed to on a consolidated basis, and other limitations that are similar to those discussed above under “EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders.” See below under “Reconciliation of Non-GAAP Measures to GAAP Measures” for reconciliation of these four profit measures to net income attributable to stockholders and net income, our most comparable U.S. GAAP financial measures.
Real Estate Sales Operating Metrics
| Three Months Ended September 30, | Variance(1) | Nine Months Ended September 30, | Variance(1) | ||||||||||||||||||||||||||||||||||||||||||||
| ($ in millions, except Tour flow and VPG) | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Contract sales | $ | 807 | $ | 907 | $ | (100) | (11.0) | $ | 2,336 | $ | 2,462 | $ | (126) | (5.1) | |||||||||||||||||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||||||||||||||||||||||||||
Fee-for-service sales(2) | (93) | (156) | 63 | (40.4) | (317) | (409) | 92 | (22.5) | |||||||||||||||||||||||||||||||||||||||
| Provision for financing receivables losses | (89) | (126) | 37 | (29.4) | (300) | (293) | (7) | 2.4 | |||||||||||||||||||||||||||||||||||||||
| Reportability and other: | |||||||||||||||||||||||||||||||||||||||||||||||
Net recognitions (deferrals) of sales of VOIs under construction (3) | 536 | (99) | 635 | NM | 457 | (307) | 764 | NM | |||||||||||||||||||||||||||||||||||||||
Other(4) | (37) | (53) | 16 | (30.2) | (90) | (133) | 43 | (32.3) | |||||||||||||||||||||||||||||||||||||||
| Sales of VOIs, net | $ | 1,124 | $ | 473 | $ | 651 | NM | $ | 2,086 | $ | 1,320 | $ | 766 | 58.0 | |||||||||||||||||||||||||||||||||
| Tour flow | 235,991 | 232,035 | 3,956 | 664,501 | 631,782 | 32,719 | |||||||||||||||||||||||||||||||||||||||||
| VPG | $ | 3,406 | $ | 3,891 | $ | (485) | $ | 3,500 | $ | 3,880 | $ | (380) | |||||||||||||||||||||||||||||||||||
(1) NM - fluctuation in terms of percentage change is not meaningful.
(2) Represents contract sales from fee-for-service properties on which we earn Fee-for-service commissions and brand fees.
(3) Represents the net recognition of revenues related to the Sales of VOIs under construction that are recognized when construction is complete.
(4) Includes adjustments for revenue recognition, including sales incentives and amounts in rescission.
Contract sales decreased $100 million for the three months ended September 30, 2026, compared to the same period in 2025, primarily due to a 12.5% decrease in VPG partially offset by an increase in tour flow of 1.7%. For the three months ended September 30, 2026, we had a net construction recognition of $536 million compared to a net construction deferral of $99 million for the same period in 2025. Fee-for-service sales decreased $63 million primarily due to the Elara Acquisition and provision for financing receivables losses decreased $37 million primarily due to the impact of the change in accounting estimate in the third quarter of 2026.
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Contract sales decreased $126 million for the nine months ended September 30, 2026, compared to the same period in 2025, primarily due to a 9.8% decrease in VPG partially offset by an increase in tour flow of 5.2%. For the nine months ended September 30, 2026 we had a net construction recognition of $457 million compared to a net construction deferral of $307 million for the same period in 2025. Provision for financing receivables losses increased $7 million primarily due to the impact of the change in accounting estimate in the third quarter of 2026. Fee-for-service sales decreased $92 million primarily due to the Elara Acquisition.
Net Construction Deferral Activity
In accordance with Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“ASC 606”), revenue and the related costs to fulfill and acquire the contract (“direct costs”) from sales of VOIs under construction are deferred until the point in time when construction activities are deemed to be completed. The real estate sales and financing segment is impacted by construction related deferral and recognition activity. In periods where Sales of VOIs and related direct costs of projects under construction are deferred, margin percentages will generally contract as the indirect marketing and selling costs associated with these sales are recognized as incurred in the current period. In periods where previously deferred Sales of VOIs and related direct costs are recognized upon construction completion, margin percentages will generally expand as the indirect marketing and selling costs associated with these sales were recognized in prior periods.
The following table represents deferrals and recognitions of Sales of VOI revenue and direct costs for properties under construction:
| Three Months Ended September 30, | Variance | Nine Months Ended September 30, | Variance | ||||||||||||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | $ | 2026 | 2025 | $ | |||||||||||||||||||||||||||||
| Sales of VOIs (deferrals) | $ | (29) | $ | (99) | $ | 70 | $ | (145) | $ | (307) | $ | 162 | |||||||||||||||||||||||
| Sales of VOIs recognitions | 565 | — | 565 | 602 | — | 602 | |||||||||||||||||||||||||||||
| Net Sales of VOIs recognitions (deferrals) | 536 | (99) | 635 | 457 | (307) | 764 | |||||||||||||||||||||||||||||
| Cost of VOI sales (deferrals) | (8) | (26) | 18 | (39) | (86) | 47 | |||||||||||||||||||||||||||||
| Cost of VOI sales recognitions | 160 | — | 160 | 172 | — | 172 | |||||||||||||||||||||||||||||
| Net Cost of VOI sales recognitions (deferrals) | 152 | (26) | 178 | 133 | (86) | 219 | |||||||||||||||||||||||||||||
| Sales and marketing expense (deferrals) | (6) | (16) | 10 | (26) | (51) | 25 | |||||||||||||||||||||||||||||
| Sales and marketing expense recognitions | 94 | — | 94 | 100 | — | 100 | |||||||||||||||||||||||||||||
| Net Sales and marketing expense recognitions (deferrals) | 88 | (16) | 104 | 74 | (51) | 125 | |||||||||||||||||||||||||||||
| Net construction recognitions (deferrals) | $ | 296 | $ | (57) | $ | 353 | $ | 250 | $ | (170) | $ | 420 | |||||||||||||||||||||||
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Results of Operations
Three and Nine Months Ended September 30, 2026 Compared with the Three and Nine Months Ended September 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 September 30, | Variance | Nine Months Ended September 30, | Variance | ||||||||||||||||||||||||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||||||||||||||
| Real estate sales and financing | $ | 1,418 | $ | 789 | $ | 629 | 79.7 | $ | 2,981 | $ | 2,194 | $ | 787 | 35.9 | |||||||||||||||||||||||||||||||||
Resort operations and club management | 416 | 406 | 10 | 2.5 | 1,248 | 1,202 | 46 | 3.8 | |||||||||||||||||||||||||||||||||||||||
| Total segment revenues | 1,834 | 1,195 | 639 | 53.5 | 4,229 | 3,396 | 833 | 24.5 | |||||||||||||||||||||||||||||||||||||||
| Cost reimbursements | 153 | 132 | 21 | 15.9 | 452 | 393 | 59 | 15.0 | |||||||||||||||||||||||||||||||||||||||
Intersegment eliminations(1) | (26) | (27) | 1 | (3.7) | (77) | (75) | (2) | 2.7 | |||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 1,961 | $ | 1,300 | $ | 661 | 50.8 | $ | 4,604 | $ | 3,714 | $ | 890 | 24.0 | |||||||||||||||||||||||||||||||||
(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 September 30, | Variance(1) | Nine Months Ended September 30, | Variance(1) | ||||||||||||||||||||||||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Sales of VOIs, net | $ | 1,124 | $ | 473 | $ | 651 | NM | $ | 2,086 | $ | 1,320 | $ | 766 | 58.0 | |||||||||||||||||||||||||||||||||
| Fee-for-service commissions | 57 | 94 | (37) | (39.4) | 192 | 246 | (54) | (22.0) | |||||||||||||||||||||||||||||||||||||||
| Sales revenue | 1,181 | 567 | 614 | NM | 2,278 | 1,566 | 712 | 45.5 | |||||||||||||||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||||||||||||||||||||
| Cost of VOI sales | 207 | 43 | 164 | NM | 290 | 106 | 184 | NM | |||||||||||||||||||||||||||||||||||||||
| Sales and marketing expense, net | 496 | 403 | 93 | 23.1 | 1,231 | 1,152 | 79 | 6.9 | |||||||||||||||||||||||||||||||||||||||
| Real estate expense | 703 | 446 | 257 | 57.6 | 1,521 | 1,258 | 263 | 20.9 | |||||||||||||||||||||||||||||||||||||||
| Real estate profit | $ | 478 | $ | 121 | $ | 357 | NM | $ | 757 | $ | 308 | $ | 449 | NM | |||||||||||||||||||||||||||||||||
Real estate profit margin(2) | 40.5 | % | 21.3 | % | 33.2 | % | 19.7 | % | |||||||||||||||||||||||||||||||||||||||
(1)NM - fluctuation in terms of percentage change is not meaningful.
(2) Excluding the package sales and other fees adjustment, Real estate profit margin was 37.7% and 18.3% for the three months ended September 30, 2026 and 2025, and 29.7% and 17.0% for the nine months ended September 30, 2026 and 2025.
Sales revenue increased $614 million for the three months ended September 30, 2026, compared to the same period in 2025, primarily due to a net construction recognition of $536 million in 2026 compared to a net construction deferral of $99 million in 2025, partially offset by a decrease in fee-for-service commissions of $37 million.
Sales revenue increased $712 million for the nine months ended September 30, 2026, compared to the same period in 2025, primarily due to net construction recognition of $457 million in 2026 compared to a net construction deferral of $307 million in 2025, partially offset by a decrease in fee-for-service commissions of $54 million.
Real estate expense increased $257 million for the three months ended September 30, 2026, compared to the same period in 2025, primarily due to net construction recognition activity of $240 million in 2026 compared to a net construction deferral of $42 million in 2025, partially offset by decreases in selling expenses of $18 million and costs of contract sales excluding fee-for-service of $18 million.
Real estate expense increased $263 million for the nine months ended September 30, 2026, compared to the same period in 2025, primarily due to net construction recognition activity of $207 million in 2026 compared to a net
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construction deferral of $137 million in 2025, partially offset by decreases in costs of contract sales excluding fee-for-service of $49 million and selling expenses of $38 million.
Financing
| Three Months Ended September 30, | Variance | Nine Months Ended September 30, | Variance | ||||||||||||||||||||||||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||
Interest income | $ | 144 | $ | 126 | $ | 18 | 14.3 | $ | 409 | $ | 371 | $ | 38 | 10.2 | |||||||||||||||||||||||||||||||||
| Other financing revenue | 8 | 9 | (1) | (11.1) | 32 | 31 | 1 | 3.2 | |||||||||||||||||||||||||||||||||||||||
Premium amortization of acquired timeshare financing receivables | (3) | (7) | 4 | (57.1) | (10) | (23) | 13 | (56.5) | |||||||||||||||||||||||||||||||||||||||
| Financing revenue | 149 | 128 | 21 | 16.4 | 431 | 379 | 52 | 13.7 | |||||||||||||||||||||||||||||||||||||||
Consumer financing interest expense | 39 | 31 | 8 | 25.8 | 108 | 86 | 22 | 25.6 | |||||||||||||||||||||||||||||||||||||||
| Other financing expense | 15 | 21 | (6) | (28.6) | 52 | 72 | (20) | (27.8) | |||||||||||||||||||||||||||||||||||||||
Amortization of acquired non-recourse debt discounts and premiums, net | 1 | 1 | — | — | 4 | 4 | — | — | |||||||||||||||||||||||||||||||||||||||
| Financing expense | 55 | 53 | 2 | 3.8 | 164 | 162 | 2 | 1.2 | |||||||||||||||||||||||||||||||||||||||
| Financing profit | $ | 94 | $ | 75 | $ | 19 | 25.3 | $ | 267 | $ | 217 | $ | 50 | 23.0 | |||||||||||||||||||||||||||||||||
| Financing profit margin | 63.1 | % | 58.6 | % | 61.9 | % | 57.3 | % | |||||||||||||||||||||||||||||||||||||||
Financing revenue increased $21 million for the three months ended September 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 $52 million for the nine months ended September 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 $13 million.
Financing expense increased $2 million for the three months ended September 30, 2026, compared to the same period in 2025, primarily due to an increase in consumer financing interest expense of $8 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 $9 million.
Financing expense increased $2 million for the nine months ended September 30, 2026, compared to the same period in 2025, primarily due to an increase in consumer financing interest expense of $22 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 $22 million.
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Resort Operations and Club Management Segment
Resort and Club Management
| Three Months Ended September 30, | Variance | Nine Months Ended September 30, | Variance | ||||||||||||||||||||||||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Club management revenue | $ | 78 | $ | 78 | $ | — | — | $ | 220 | $ | 220 | $ | — | — | |||||||||||||||||||||||||||||||||
| Resort management revenue | 118 | 115 | 3 | 2.6 | 350 | 339 | 11 | 3.2 | |||||||||||||||||||||||||||||||||||||||
| Resort and club management revenues | 196 | 193 | 3 | 1.6 | 570 | 559 | 11 | 2.0 | |||||||||||||||||||||||||||||||||||||||
| Club management expense | 22 | 22 | — | — | 68 | 63 | 5 | 7.9 | |||||||||||||||||||||||||||||||||||||||
| Resort management expense | 38 | 36 | 2 | 5.6 | 112 | 105 | 7 | 6.7 | |||||||||||||||||||||||||||||||||||||||
| Resort and club management expenses | 60 | 58 | 2 | 3.4 | 180 | 168 | 12 | 7.1 | |||||||||||||||||||||||||||||||||||||||
| Resort and club management profit | $ | 136 | $ | 135 | $ | 1 | 0.7 | $ | 390 | $ | 391 | $ | (1) | (0.3) | |||||||||||||||||||||||||||||||||
| Resort and club management profit margin | 69.4 | % | 69.9 | % | 68.4 | % | 69.9 | % | |||||||||||||||||||||||||||||||||||||||
Resort and club management revenue and expenses remained consistent for the three months ended September 30, 2026, compared to the same period in 2025.
Resort and club management revenue increased $11 million for the nine months ended September 30, 2026, compared to the same period in 2025, primarily due to an increase in management fees revenue.
Resort and club management expenses increased $12 million for the nine months ended September 30, 2026, compared to the same period in 2025, primarily due to property management and employee-related expenses.
Rental and Ancillary Services
| Three Months Ended September 30, | Variance | Nine Months Ended September 30, | Variance | ||||||||||||||||||||||||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Rental revenues | $ | 179 | $ | 173 | $ | 6 | 3.5 | $ | 556 | $ | 527 | $ | 29 | 5.5 | |||||||||||||||||||||||||||||||||
| Ancillary services revenues | 15 | 13 | 2 | 15.4 | 45 | 41 | 4 | 9.8 | |||||||||||||||||||||||||||||||||||||||
| Rental and ancillary services revenues | 194 | 186 | 8 | 4.3 | 601 | 568 | 33 | 5.8 | |||||||||||||||||||||||||||||||||||||||
| Rental expenses | 188 | 178 | 10 | 5.6 | 599 | 564 | 35 | 6.2 | |||||||||||||||||||||||||||||||||||||||
| Ancillary services expense | 13 | 12 | 1 | 8.3 | 38 | 35 | 3 | 8.6 | |||||||||||||||||||||||||||||||||||||||
| Rental and ancillary services expenses | 201 | 190 | 11 | 5.8 | 637 | 599 | 38 | 6.3 | |||||||||||||||||||||||||||||||||||||||
| Rental and ancillary services profit | $ | (7) | $ | (4) | $ | (3) | 75.0 | $ | (36) | $ | (31) | $ | (5) | 16.1 | |||||||||||||||||||||||||||||||||
| Rental and ancillary services profit margin | (3.6) | % | (2.2) | % | (6.0) | % | (5.5) | % | |||||||||||||||||||||||||||||||||||||||
Rental and ancillary services revenue increased $8 million for the three months ended September 30, 2026, compared to the same periods in 2025, primarily driven by higher transient revenues as a result of higher average daily rates.
Rental and ancillary services revenue increased $33 million for the nine months ended September 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 $11 million for the three months ended September 30, 2026 compared to the same period in 2025, primarily due to increases in other rental expenses.
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Rental and ancillary services expenses increased $38 million for the nine months ended September 30, 2026, compared to the same period in 2025, primarily due to increases in maintenance fees on unsold inventory and other rental expenses.
Other Operating Expenses
| Three Months Ended September 30, | Variance(1) | Nine Months Ended September 30, | Variance(1) | ||||||||||||||||||||||||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||
| General and administrative | $ | 76 | $ | 58 | $ | 18 | 31.0 | $ | 192 | $ | 162 | $ | 30 | 18.5 | |||||||||||||||||||||||||||||||||
| Depreciation and amortization | 70 | 67 | 3 | 4.5 | 212 | 193 | 19 | 9.8 | |||||||||||||||||||||||||||||||||||||||
| License fees | 57 | 56 | 1 | 1.8 | 168 | 157 | 11 | 7.0 | |||||||||||||||||||||||||||||||||||||||
| Loss on sale and impairment, net | (7) | 1 | (8) | NM | 41 | 2 | 39 | NM | |||||||||||||||||||||||||||||||||||||||
For the three months ended September 30, 2026, operating expenses increased compared to the same period in 2025. General and administrative increased by $18 million primarily due to professional fees. Loss on sale and impairment, net decreased $8 million primarily due to the recording of our portion of the proceeds from the sale of our previously disposed interests in certain properties of $7 million.
For the nine months ended September 30, 2026, operating expenses increased compared to the same period in 2025. Loss on sale and impairment, net increased $39 million primarily due to an aggregate loss of $48 million recorded from the disposition of our interests in certain properties, partially offset by our portion of the proceeds from the sale of our previously disposed interests in certain properties of $7 million. General and administrative increased by $30 million primarily due to increases in professional fees of $26 million and employee-related expenses of $4 million. Depreciation and amortization expense increased by $19 million primarily due to amortization expense of software intangibles. License fees increased by $11 million primarily due to licensing fees paid to Hilton.
Acquisition and Integration-Related
| Three Months Ended September 30, | Variance | Nine Months Ended September 30, | Variance | ||||||||||||||||||||||||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Acquisition and integration-related | $ | 13 | $ | 24 | $ | (11) | (45.8) | $ | 39 | $ | 78 | $ | (39) | (50.0) | |||||||||||||||||||||||||||||||||
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 nine months ended September 30, 2026, acquisition and integration-related costs decreased by $11 million and $39 million compared to the same period in 2025, primarily due to decreases of $2 million and $22 million in employee-related expenses and professional service fees of $8 million and $15 million.
Non-Operating Expenses
| Three Months Ended September 30, | Variance (1) | Nine Months Ended September 30, | Variance (1) | ||||||||||||||||||||||||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Interest expense | $ | 78 | $ | 79 | $ | (1) | (1.3) | $ | 221 | $ | 235 | $ | (14) | (6.0) | |||||||||||||||||||||||||||||||||
| Equity in earnings from unconsolidated affiliates | (1) | (6) | 5 | (83.3) | (8) | (17) | 9 | (52.9) | |||||||||||||||||||||||||||||||||||||||
| Other loss (gain), net | 1 | 3 | (2) | (66.7) | 2 | (7) | 9 | NM | |||||||||||||||||||||||||||||||||||||||
| Income tax expense | 117 | 15 | 102 | NM | 131 | 36 | 95 | NM | |||||||||||||||||||||||||||||||||||||||
The changes in non-operating expenses for both the three and nine months ended September 30, 2026, compared to the same periods in 2025, were primarily due to interest expense, other loss (gain), net and income tax expense. For the three months ended September 30, 2026, the increase in income tax expense was primarily driven by the overall change in pretax earnings compared to the same period in 2025. For the nine months ended September 30, 2026, the increase in income tax expense was primarily driven by the overall change in pretax earnings compared to the same period in 2025,
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partially offset by discrete tax items. The decrease in interest expense was primarily due to a decrease in the weighted average interest rate on our corporate debt. The change in Equity in earnings from unconsolidated affiliates is primarily due to the Elara Acquisition and Elara no longer being an unconsolidated entity. The change in other loss (gain), net is primarily due to revaluation of our foreign currency transactions.
Net income attributable to noncontrolling interest
| Three Months Ended September 30, | Variance | Nine Months Ended September 30, | Variance | ||||||||||||||||||||||||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||
Net income attributable to noncontrolling interest | $ | 6 | $ | 5 | $ | 1 | 20.0 | $ | 11 | $ | 13 | $ | (2) | (15.4) | |||||||||||||||||||||||||||||||||
We include in our unaudited condensed consolidated financial statements the results of operations and financial condition of Big Cedar, the joint venture with Bluegreen/Big Cedar Vacations, LLC in which HGV holds 51% equity interest. Net income attributable to noncontrolling interest is the portion of Big Cedar that is attributable to Big Cedar Vacations, LLC, which holds the remaining 49% equity interest.
Reconciliation of Non-GAAP Measures to GAAP Measures
The following table reconciles net income attributable to stockholders and net income, our most comparable U.S. GAAP financial measures, to EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders:
| Three Months Ended September 30, | Variance(1) | Nine Months Ended September 30, | Variance(1) | ||||||||||||||||||||||||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Net income attributable to stockholders | $ | 291 | $ | 25 | $ | 266 | NM | $ | 369 | $ | 33 | $ | 336 | NM | |||||||||||||||||||||||||||||||||
Net income attributable to noncontrolling interest | 6 | 5 | 1 | 20.0 | 11 | 13 | (2) | (15.4) | |||||||||||||||||||||||||||||||||||||||
| Net income | 297 | 30 | 267 | NM | 380 | 46 | 334 | NM | |||||||||||||||||||||||||||||||||||||||
| Interest expense | 78 | 79 | (1) | (1.3) | 221 | 235 | (14) | (6.0) | |||||||||||||||||||||||||||||||||||||||
| Income tax expense | 117 | 15 | 102 | NM | 131 | 36 | 95 | NM | |||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 70 | 67 | 3 | 4.5 | 212 | 193 | 19 | 9.8 | |||||||||||||||||||||||||||||||||||||||
| Interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates | — | — | — | — | — | 1 | (1) | (100.0) | |||||||||||||||||||||||||||||||||||||||
| EBITDA | 562 | 191 | 371 | NM | 944 | 511 | 433 | 84.7 | |||||||||||||||||||||||||||||||||||||||
| Other loss (gain), net | 1 | 3 | (2) | (66.7) | 2 | (7) | 9 | NM | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | 20 | 19 | 1 | 5.3 | 56 | 54 | 2 | 3.7 | |||||||||||||||||||||||||||||||||||||||
| Loss on sale and impairment, net | (7) | 1 | (8) | NM | 41 | 2 | 39 | NM | |||||||||||||||||||||||||||||||||||||||
| Acquisition and integration-related | 13 | 24 | (11) | (45.8) | 39 | 78 | (39) | (50.0) | |||||||||||||||||||||||||||||||||||||||
Other adjustment items(2) | 28 | 11 | 17 | NM | 55 | 34 | 21 | 61.8 | |||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | 617 | 249 | 368 | NM | 1,137 | 672 | 465 | 69.2 | |||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA attributable to noncontrolling interest | 8 | 4 | 4 | 100.0 | 14 | 14 | — | — | |||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA attributable to stockholders | $ | 609 | $ | 245 | $ | 364 | NM | $ | 1,123 | $ | 658 | $ | 465 | 70.7 | |||||||||||||||||||||||||||||||||
(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.
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The following table reconciles net income attributable to stockholders and net income, our most comparable U.S. GAAP financial measures, to EBITDA and the total of our real estate, financing, resort and club management, and rental and ancillary services profit measures.
| Three Months Ended September 30, | Variance(1) | Nine Months Ended September 30, | Variance(1) | ||||||||||||||||||||||||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Net income attributable to stockholders | $ | 291 | $ | 25 | $ | 266 | NM | $ | 369 | $ | 33 | $ | 336 | NM | |||||||||||||||||||||||||||||||||
Net income attributable to noncontrolling interest | 6 | 5 | 1 | 20.0 | 11 | 13 | (2) | (15.4) | |||||||||||||||||||||||||||||||||||||||
| Net income | 297 | 30 | 267 | NM | 380 | 46 | 334 | NM | |||||||||||||||||||||||||||||||||||||||
| Interest expense | 78 | 79 | (1) | (1.3) | 221 | 235 | (14) | (6.0) | |||||||||||||||||||||||||||||||||||||||
Income tax expense | 117 | 15 | 102 | NM | 131 | 36 | 95 | NM | |||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 70 | 67 | 3 | 4.5 | 212 | 193 | 19 | 9.8 | |||||||||||||||||||||||||||||||||||||||
| Interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates | — | — | — | — | — | 1 | (1) | (100.0) | |||||||||||||||||||||||||||||||||||||||
| EBITDA | 562 | 191 | 371 | NM | 944 | 511 | 433 | 84.7 | |||||||||||||||||||||||||||||||||||||||
| Other loss (gain), net | 1 | 3 | (2) | (66.7) | 2 | (7) | 9 | NM | |||||||||||||||||||||||||||||||||||||||
Equity in earnings from unconsolidated affiliates(2) | (1) | (6) | 5 | (83.3) | (8) | (18) | 10 | (55.6) | |||||||||||||||||||||||||||||||||||||||
| Loss on sale and impairment, net | (7) | 1 | (8) | NM | 41 | 2 | 39 | NM | |||||||||||||||||||||||||||||||||||||||
| License fees | 57 | 56 | 1 | 1.8 | 168 | 157 | 11 | 7.0 | |||||||||||||||||||||||||||||||||||||||
| Acquisition and integration-related | 13 | 24 | (11) | (45.8) | 39 | 78 | (39) | (50.0) | |||||||||||||||||||||||||||||||||||||||
| General and administrative | 76 | 58 | 18 | 31.0 | 192 | 162 | 30 | 18.5 | |||||||||||||||||||||||||||||||||||||||
| Profit | $ | 701 | $ | 327 | $ | 374 | NM | $ | 1,378 | $ | 885 | $ | 493 | 55.7 | |||||||||||||||||||||||||||||||||
| Real estate profit | $ | 478 | $ | 121 | $ | 357 | NM | $ | 757 | $ | 308 | $ | 449 | NM | |||||||||||||||||||||||||||||||||
| Financing profit | 94 | 75 | 19 | 25.3 | 267 | 217 | 50 | 23.0 | |||||||||||||||||||||||||||||||||||||||
| Resort and club management profit | 136 | 135 | 1 | 0.7 | 390 | 391 | (1) | (0.3) | |||||||||||||||||||||||||||||||||||||||
| Rental and ancillary services profit | (7) | (4) | (3) | 75.0 | (36) | (31) | (5) | 16.1 | |||||||||||||||||||||||||||||||||||||||
| Profit | $ | 701 | $ | 327 | $ | 374 | NM | $ | 1,378 | $ | 885 | $ | 493 | 55.7 | |||||||||||||||||||||||||||||||||
(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 $1 million for the nine months ended September 30, 2025.
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We evaluate our business segment operating performance using segment Adjusted EBITDA, as described in Note 17: Business Segments in our unaudited condensed consolidated financial statements. The following table reconciles our segment Adjusted EBITDA to Adjusted EBITDA to Adjusted EBITDA Attributable to Stockholders:
| Three Months Ended September 30, | Variance(1) | Nine Months Ended September 30, | Variance(1) | ||||||||||||||||||||||||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA: | |||||||||||||||||||||||||||||||||||||||||||||||
Real estate sales and financing(2) | $ | 557 | $ | 184 | $ | 373 | NM | $ | 979 | $ | 493 | $ | 486 | 98.6 | |||||||||||||||||||||||||||||||||
Resort operations and club management(2) | 158 | 159 | (1) | (0.6) | 440 | 441 | (1) | (0.2) | |||||||||||||||||||||||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | 1 | 5 | (4) | (80.0) | 8 | 17 | (9) | (52.9) | |||||||||||||||||||||||||||||||||||||||
| License fees | (57) | (56) | (1) | 1.8 | (168) | (157) | (11) | 7.0 | |||||||||||||||||||||||||||||||||||||||
General and administrative(3) | (42) | (43) | 1 | (2.3) | (122) | (122) | — | — | |||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | 617 | 249 | 368 | NM | 1,137 | 672 | 465 | 69.2 | |||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA attributable to noncontrolling interest | 8 | 4 | 4 | 100.0 | 14 | 14 | — | — | |||||||||||||||||||||||||||||||||||||||
Total Adjusted EBITDA attributable to stockholders | $ | 609 | $ | 245 | $ | 364 | NM | $ | 1,123 | $ | 658 | $ | 465 | 70.7 | |||||||||||||||||||||||||||||||||
(1)NM - fluctuation in terms of percentage change is not meaningful.
(2) Includes intersegment transactions, share-based compensation, depreciation and other adjustments attributable to the segments.
(3) 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 September 30, | Variance | Nine Months Ended September 30, | Variance | ||||||||||||||||||||||||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||||||||||||||||
Fee-for-service commissions, package sales and other fees | $ | 145 | $ | 188 | $ | (43) | (22.9) | $ | 464 | $ | 495 | $ | (31) | (6.3) | |||||||||||||||||||||||||||||||||
Less: Package sales and other fees(1) | (88) | (94) | 6 | (6.4) | (272) | (249) | (23) | 9.2 | |||||||||||||||||||||||||||||||||||||||
| Fee-for-service commissions | $ | 57 | $ | 94 | $ | (37) | (39.4) | $ | 192 | $ | 246 | $ | (54) | (22.0) | |||||||||||||||||||||||||||||||||
| Sales and marketing expense | $ | 584 | $ | 497 | $ | 87 | 17.5 | $ | 1,503 | $ | 1,401 | $ | 102 | 7.3 | |||||||||||||||||||||||||||||||||
Less: Package sales and other fees(1) | (88) | (94) | 6 | (6.4) | (272) | (249) | (23) | 9.2 | |||||||||||||||||||||||||||||||||||||||
| Sales and marketing expense, net | $ | 496 | $ | 403 | $ | 93 | 23.1 | $ | 1,231 | $ | 1,152 | $ | 79 | 6.9 | |||||||||||||||||||||||||||||||||
(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.
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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 September 30, 2026, we had total cash and cash equivalents of $227 million and restricted cash of $275 million. Restricted cash primarily consists of escrow deposits received on VOI sales and reserves related to non-recourse debt.
•During the nine months ended September 30, 2026, we repurchased 9 million shares for $410 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 September 30, 2026, we had $457 million remaining borrowing capacity under the revolver facility.
•As of September 30, 2026, we had an aggregate of $450 million remaining borrowing capacity under our Timeshare Facility and $175 million remaining borrowing capacity under the Big Cedar Timeshare Facility. As of September 30, 2026, we had $1.3 billion of notes that were current on payments but not securitized. Of that figure, approximately $851 million could be monetized through either warehouse borrowing or securitization while another $383 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 September 30, 2026, our inventory-related purchase commitments totaled $304 million to be fulfilled over a period of 12 years.
Sources and Uses of Our Cash
The following table summarizes our net cash flows and key metrics related to our liquidity:
| Nine Months Ended September 30, | Variance | ||||||||||||||||
| ($ in millions) | 2026 | 2025 | $ | ||||||||||||||
Net cash provided by (used in): | |||||||||||||||||
| Operating activities | $ | 349 | $ | 133 | $ | 216 | |||||||||||
| Investing activities | (179) | (104) | (75) | ||||||||||||||
| Financing activities | (237) | (252) | 15 | ||||||||||||||
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 nine months ended September 30, 2026, compared to the same period in 2025, was primarily due to an increase of $334 million in net income, an increase in loss on sale and impairment, net of $39 million and an increase of $19 million in depreciation and amortization partially offset by an increase in cash used for working capital of $145 million and a decrease in provision for loan losses of $15 million.
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The following table summarizes our VOI inventory spending:
| Nine Months Ended September 30, | |||||||||||
| ($ in millions) | 2026 | 2025 | |||||||||
VOI spending - owned properties(1) | $ | 137 | $ | 193 | |||||||
| Purchases and development of real estate for future conversion to inventory | 45 | 73 | |||||||||
| Total VOI inventory spending | $ | 182 | $ | 266 | |||||||
(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 nine months ended September 30, 2026 compared to the same period in 2025, was primarily due to cash paid of $103 million for the Elara Acquisition in 2026, partially offset by a decrease in capital expenditures for property and equipment (excluding inventory) of $27 million.
Financing Activities
The decrease in net cash used in financing activities for the nine months ended September 30, 2026. compared to the same period in 2025, was primarily due to a $40 million decrease in cash paid for share repurchases and an $8 million increase in proceeds from stock option exercises. These inflows were partially offset by a decrease in net proceeds from debt and non-recourse debt of $13 million and increases in debt issuance costs of $11 million and payments of withholding taxes on vesting of restricted stock units of $9 million.
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 our outstanding shares of common stock over a two-year period (the “2025 Repurchase Plan”). On August 12, 2026, 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 “2026 Repurchase Plan”). The 2026 Repurchase Plan will commence once the 2025 Repurchase Plan is fully completed. As of September 30, 2026, we had $17 million of remaining availability under the 2025 Repurchase Plan and $600 million of remaining availability under the 2026 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 September 30, 2026, we were committed to $10.1 billion in contractual obligations over 14 years, $306 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 $346 million as of September 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.
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Business Combinations
We account for our business combinations in accordance with the acquisition method of accounting. We allocate the purchase price of a business acquisition to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. Any excess of the purchase consideration over the fair value of the identified assets and liabilities acquired is recognized as goodwill and if the fair value of assets acquired and liabilities assumed exceeds the purchase consideration a gain on bargain purchase is recognized. The fair value of net assets is the fair value assigned to the assets acquired reduced by the fair value assigned to liabilities assumed and noncontrolling interest. In determining the fair values of assets acquired and liabilities assumed and noncontrolling interest, we use various recognized valuation methods including discounted cash flow models, and the income, cost and market approaches. We utilize independent valuation specialists under our supervision for certain of our assignments of fair value. We record the net assets and results of operations of an acquired entity in our condensed consolidated financial statements from the acquisition date through period-end. We expense acquisition-related expenses as incurred and include such expenses within Acquisition and integration-related expense on our condensed consolidated statements of income. 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.
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ITEM 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) or our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of the controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error and mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of effectiveness of controls and procedures to future periods are subject to the risk that the controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the controls and procedures may have deteriorated.
In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of the end of the period covered by this quarterly report, were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the third quarter of 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II OTHER INFORMATION
Item 1. Legal Proceedings
Information with respect to this item may be found in Note 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 September 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
On July 31, 2025, the Company announced the Board of Directors approved the 2025 Repurchase Plan authorizing the repurchase of up to an aggregate of $600 million of the Company’s outstanding shares of common stock over a two-year period, expiring in July 2027. On August 20, 2026, the Company announced the Board of Directors approved an additional share repurchase program, the 2026 Repurchase Plan, authorizing the repurchase of up to an aggregate of $600 million of the Company’s outstanding shares of common stock over a two-year period, expiring in August 2028. The 2026 Repurchase Plan will commence once the 2025 Repurchase Plan is fully completed.
During the three months ended September 30, 2026, we repurchased the following shares:
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under Plans(1) | ||||||||||
| July 1 - July 31, 2026 | 563,791 | $ | 50.01 | 563,791 | $ | 99,397,312 | ||||||||
| August 1 - August 31, 2026 | 1,637,381 | 44.89 | 1,637,381 | 625,893,890 | ||||||||||
| September 1 - September 30, 2026 | 211,355 | 40.90 | 211,355 | 617,249,321 | ||||||||||
| Total | 2,412,527 | $ | 45.74 | 2,412,527 | ||||||||||
(1) Under our publicly announced repurchase plans, we may repurchase shares in the open market, in privately negotiated transactions, accelerated share repurchase programs, 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.
As of October 22, 2026, we had $17 million of remaining availability under the 2025 Repurchase Plan and $600 million of remaining availability under the 2026 Repurchase Plan.
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Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
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Item 6. Exhibits
| Exhibit No. | Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 3.3 | ||||||||
| 10.1 | Amendment No. 10 to the Credit Agreement, dated as of July 17, 2026, by and among Hilton Grand Vacations Inc., Hilton Grand Vacations Parent LLC, Hilton Grand Vacations Borrower LLC, the guarantors from time to time party thereto, the lenders from time to time party thereto and Wells Fargo Bank, National Association (as successor to Bank of America, N.A.), as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37794) filed on July 17, 2026). | |||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1* | ||||||||
| 32.2* | ||||||||
| 101.NS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |||||||
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document. | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 101.LAB | Inline XBRL Taxonomy Label Linkbase Document. | |||||||
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document. | |||||||
| 104 | The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101 | |||||||
_____________________
* Filed herewith
52
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 29th day of October 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
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 September 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) | ||||||||
October 29, 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 September 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) | ||||||||
October 29, 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 September 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) | ||||||||
October 29, 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 September 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) | ||||||||
October 29, 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.