Hilton Grand Vacations Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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2024 PROXY STATEMENT

Notice of Annual Meeting of Stockholders

May 8, 2024

8 a.m., Central Time

Big Cedar Lodge

Cedar Creek B

190 Top of the Rock Road

Ridgedale, MO 65739

March 19, 2024

Dear Fellow Stockholder:

We are pleased to invite you to the 2024 Annual Meeting of Stockholders of Hilton Grand Vacations Inc. The annual meeting will be held on May 8, 2024 at 8 a.m., Central Time, at the Big Cedar Lodge, Cedar Creek B, 190 Top of the Rock Road, Ridgedale, MO 65739.

At the annual meeting, stockholders will be considering nine director nominees for election to our board of directors. We encourage you to review the qualifications and experience of the director nominees beginning on page 6 of the attached proxy statement. In addition to the election of directors, stockholders will also be considering (i) the ratification of the appointment of Ernst & Young LLP as our independent auditors for the 2024 fiscal year and (ii) a non-binding advisory vote to approve the compensation of our named executive officers.

Stockholder accountability is of paramount importance to our board of directors and our senior leadership. We actively use our stockholder engagement program to receive constructive views from our stockholders. We listen carefully to your viewpoints and take them into consideration in the boardroom and in the strategic decision-making of our senior leadership. Additional information about our stockholder engagement can be found on page 5 of the proxy statement.

In addition, we believe in being a responsible corporate citizen and have continued our efforts to operate in a sustainable and socially responsible manner. This is particularly important given that we are a global hospitality and destination company. We have implemented a number of programs to reduce our environmental impact, serve the communities in which we operate, and create an inclusive and service-oriented workplace for our team members, for which we received a number of accolades and recognitions. You can read more about our corporate social responsibility program on page 12 of the proxy statement.

Your vote is important to us. Regardless of how many shares you own, it is important that your views are represented, and your shares are counted at the annual meeting. Voting instructions can be found on page 2 of the proxy statement and in the Question and Answer section that begins on page 70 of the proxy statement. Voting instructions are also provided in the Notice Regarding Internet Availability of Proxy Materials that was mailed or sent to stockholders via electronic delivery on or about March 19, 2024, that is discussed on page 4 of the proxy statement.

Thank you for your continued ownership in Hilton Grand Vacations. We are excited about HGV’s growth prospects for 2024 and beyond.

Sincerely,

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

We are pleased to invite you to join our board of directors and senior management at Hilton Grand Vacations Inc.’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”).

ITEMS OF BUSINESS

RECORD DATE

The board of directors set March 15, 2024, as the record date for the meeting. This means that only our stockholders as of the close of business on March 15, 2024 are entitled to receive this Notice of 2024 Annual Meeting of Stockholders and vote at the Annual Meeting, and any adjournments or postponements of the Annual Meeting. On the record date, there were 104,744,787 shares of Hilton Grand Vacations Inc. common stock issued and outstanding, and entitled to receive notice of, and vote at, the Annual Meeting. A list of stockholders eligible to receive notice of, and vote at, the Annual Meeting is available at our corporate offices in Orlando, Florida.

By Order of the Board of Directors,

Charles R. Corbin

General Counsel and Secretary

Your Vote is Important

Please vote as soon as possible online or by telephone, or by signing, dating, and returning the proxy card or voting instructions form mailed to those who receive paper copies of the proxy materials. All properly executed and timely received proxy cards and voting instruction forms, and all properly completed proxies and voting instructions submitted online or by telephone will be voted at the Annual Meeting in accordance with the directions given by stockholders, unless revoked prior to completion of voting at the Annual Meeting.

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