Hilton Grand Vacations Inc.

. HILTON GRAND VACATIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION

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. On January 17, 2024 (“Bluegreen Acquisition Date”), we completed the acquisition of Bluegreen Vacations Holding Corporation (“Bluegreen”) (the “Bluegreen Acquisition”). 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 timeshare purchases; operating resorts and timeshare plans; and managing our exchange programs through which members may receive HGV Max benefits. Together our timeshare plans and exchange programs are collectively referred to as “Clubs”.

As of December 31, 2025, we had over 200 properties located in the United States (“U.S.”), Europe, Canada, the Caribbean, Mexico, and Asia. A significant number of our properties and VOIs are concentrated in Florida, Europe, Hawaii, South Carolina, California, Arizona, Nevada, and Virginia.

Basis of Presentation

The 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 have determined 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 its 51% equity interest, its active role as the day-to-day manager of its activities, and majority voting control of its management committee. We acquired our equity interest in Big Cedar as part of the Bluegreen Acquisition. All material intercompany transactions and balances have been eliminated in consolidation. Our accompanying consolidated financial statements reflect all adjustments, including normal recurring items, considered necessary for a fair presentation.

During the first quarter of 2025, we renamed the line item“Sales, marketing, brand and other fees” as previously shown on the consolidated statements of income, and used elsewhere within our filing, to“Fee-for-service commissions, package sales and other fees” to better align with the underlying activity. This change did not result in any reclassification of revenues and had no impact on our consolidated results for any of the periods presented.

The 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”).

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.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

We account for revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606. Revenue is recognized upon the transfer of control of promised goods or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. To achieve the core principle of the guidance, we take the following steps: (i) identify the contract with the customer; (ii) determine whether the promised goods or services are separate performance obligations in the contract; (iii) determine the transaction price, including considering the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract based on the standalone selling price or estimated standalone selling price of the good or service; and (v) recognize revenue when (or as) we satisfy each performance obligation.

Contracts with Multiple Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606. For arrangements that contain multiple goods or services, we determine whether such goods or services are distinct performance obligations that should be accounted for separately in the arrangement, and allocate the transaction price based on the relative standalone sales price of the performance obligations. We then recognize the revenue allocated to each performance obligation as the related performance obligation is satisfied as discussed below.

•Sales of VOIs, net —Customers who purchase our vacation ownership products, whether paid in cash or financed, enter into multiple contracts, which we combine and account for as a single contract. Revenue from VOI sales is recognized at the point in time when control of the VOI is transferred to the customer which is when the customer has executed a binding sales contract, collectability is reasonably assured and the applicable statutory rescission period has expired. Revenue from sales of VOIs under construction is deferred until the point in time when construction activities are deemed to be completed, occupancy of the development is permissible, and the above criteria has been met. For financed sales, we estimate the variable consideration to be received under such contracts and recognize revenue net of amounts deemed uncollectible, as the VOI is returned to inventory upon customer default. The variable consideration is estimated based on the expected value method, which is based on historical default rates, to the extent that it is probable that a significant reversal is not expected to occur. Variable consideration which has not been included within the transaction price is presented as a reserve on the financing receivable. See Note 7: Timeshare Financing Receivablesfor additional information regarding our estimate of variable consideration.

Vacation ownership product sales include revenue from the sale of VOIs, which in the case of the trust products, are represented by an annual or biennial allotment of points that can be utilized for vacations at resorts in our network for varying lengths of stay. Typical contracts include the sale of VOIs, certain sales incentives primarily in the form of additional points for use over a specified period of time (“Bonus Points”), and generally membership of the Clubs, each of which represent a separate and distinct performance obligation for which consideration is allocated based on the estimated stand-alone selling price of the sales incentives and membership dues. We recognize revenue related to our VOIs when collectability is reasonably assured and control passes to the customer, which occurs after the expiration of the applicable statutory rescission period.

Bonus Points are valid for a specified period of time (generally for a period between 18 and 30 months) and may be used for stays at properties within our resort network, or converted to use for hotel reservations within Hilton’s system and VOI interval exchanges with other third-party vacation ownership exchanges. At the time of the VOI sale, we estimate the fair value of sales incentives to be redeemed, including an adjustment for estimated breakage, to determine the standalone selling price of these incentives. We defer a portion of the total transaction price for the combined VOI contract as a liability for the incentives and recognize the corresponding revenue at the point in time when the customer receives the benefits of the incentives, which is upon the customer’s redemption of the Bonus Points. At that time, we also determine whether we are principal or agent for the redeemed good or service and recognize revenue on a gross or net basis accordingly.

•Fee-for-service commissions, package sales and other fees —We enter into contracts with third-party developers to sell VOIs on their behalf through fee-for-service agreements for which we earn sales commissions and other fees. These commissions are variable as they are based on the sales and marketing results, which are subject to the constraint on variable consideration and resolved on a monthly basis over the contract term. We estimate such commissions to the extent that it is probable that a significant reversal of such revenue will not occur and recognize the commissions as the developer receives and consumes the benefits of the services. Any changes in these estimates would affect revenue and earnings in the period such variances are realized.

Additionally, we enter into contracts to sell prepaid vacation packages. Our obligation in such contracts is satisfied when customers stay at our properties; therefore, we recognize revenue inclusive of an estimate for expected breakage for these packages when they are redeemed.

•Resort and club management —As part of our VOI sales, a majority of our customers enter into a Club arrangement which allows the member to exchange points for a number of vacation options. We manage the Clubs, receiving annual dues, transaction fees from member exchanges, and, when applicable, activation fees. The member's first year of annual dues and, when applicable, the activation fee, are payable at the time of the VOI sale.

The Club activation fee relates to a one-time fee paid by the customer at the time a customer joins one of our Clubs. Since our customers are granted the opportunity to renew their membership on an annual basis for no additional activation fee, we defer and amortize the activation fee on a straight-line basis using aseven-year average club membership.

Annual dues for membership renewals are billed each year, and we recognize revenue from these annual dues over the period services are rendered. A member may elect to enter into an optional exchange transaction at which point the member pays their required transaction fee. This option does not represent a material right as the transactions are priced at their standalone selling price. Revenue related to the transaction is recognized when the services are rendered.

As part of our resort operations, we contract with Homeowner’s Associations (“HOAs”) to provide day-to-day-management services, including housekeeping services, operation of a reservation system, maintenance, and certain accounting and administrative services. We receive compensation for such management services, which is generally based on a percentage of costs to operate the resorts, on a monthly basis. These fees represent a form of variable consideration and are recognized over time as the HOAs receive and consume the benefits of the management services. Management fees earned related to the portion of unsold VOIs at each resort which we own are recognized on a net basis given we retain these VOIs in our inventory.

•Rental and ancillary services —Our rental and ancillary services consist primarily of rental revenues on unoccupied vacation ownership units and inventory made available due to ownership exchanges through our club program and ancillary revenues. Rental revenue is recognized when occupancy has occurred. Advance deposits on the rental unit and the corresponding revenue are deferred and recognized upon the customer’s vacation stay. Ancillary revenues consist of food and beverage, retail, spa offerings and other items. We recognize ancillary revenue when goods have been provided and/or services have been rendered.

We account for rental operations of unsold VOIs, including accommodations provided through the use of our vacation sampler programs, as incidental operations. In all periods presented, incremental carrying costs exceeded incremental revenues, and all revenues and expenses are recognized in the period earned or incurred.

•Cost reimbursements —As part of our management agreements with HOAs and fee-for-service developers, we receive cost reimbursements for performing the day-to-day management services, including direct and indirect costs that HOAs and developers reimburse to us. These costs primarily consist of insurance, payroll and payroll related costs for management of the HOAs and other services we provide where we are the employer and provide insurance. Cost reimbursements are based upon actual expenses with no added margin, and are billed to the HOA on a monthly basis. We recognize cost reimbursements when we incur the related reimbursable costs as the HOA receives and consumes the benefits of the management services.

We capitalize all incremental costs incurred to obtain a contract when such costs would not have been incurred if the contract had not been obtained. We elect to expense costs incurred to obtain a contract when the deferral period would be one year or less. These contract costs are recognized at the point in time that the revenue related to the incremental cost is recognized. Commissions for VOI sales for resorts under construction are expensed when the associated VOI revenue is recognized which is upon completion of the resort. These commissions are classified as Sales and marketing expense in our consolidated statements of income.

We expense indirect sales and marketing costs we incur to sell VOIs and vacation packages when incurred. Deferred selling expenses, which are direct selling costs related to a contract for which revenue has not yet been recognized, were $85 million and $24 million as of December 31, 2025 and 2024 and were included in Other assets on our consolidated balance sheets. For the year ended December 31, 2025, we recognized $5 million of expense related to costs deferred as of December 31, 2024. For the year ended December 31, 2024, we recognized $11 million of expense related to costs deferred as of December 31, 2023. For the year ended December 31, 2023, we recognized $7 million of expense related to costs deferred as of December 31, 2022.

Other than the United States, there were no countries that individually represented more than 10% of total revenues for the years ended December 31, 2025, 2024 and 2023.

For the years ended December 31, 2025, 2024 and 2023, we did not earn more than 10% of our total revenue from one customer.

We are required to collect certain taxes and fees from customers on behalf of government agencies and remit these back to the applicable governmental agencies on a periodic basis. We have a legal obligation to act as a collection agent with respect to these taxes and fees. We do not retain these taxes and fees and, therefore, they are not included in revenues. We record a liability when the amounts are collected and relieve the liability when payments are made to the applicable taxing authority or other appropriate governmental agency.

See Note 4: Revenue from Contracts with Customers for additional information.

Business Combinations

We account for our business combinations in accordance with the acquisition method of accounting. We allocate the purchase price of an acquisition to the tangible and intangible assets acquired, liabilities assumed and noncontrolling interest based on their estimated fair values at the acquisition date. For each acquisition, we recognize goodwill as the amount in which consideration transferred for the acquired entity exceeds the fair values of net assets plus noncontrolling interest. The fair value of net assets is the fair value assigned to the assets acquired reduced by the fair value assigned to liabilities assumed. In determining the fair values of assets acquired, 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, noncontrolling interest and results of operations of an acquired entity in our 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 consolidated statements of income. See Note 3: Bluegreen Acquisition for additional information.

Acquired Financial Assets with Credit Deterioration

When financial assets are acquired, whether in connection with a business combination or an asset acquisition, we evaluate whether those acquired financial assets have experienced a more-than-insignificant deterioration in credit quality since origination. Financial assets that were acquired with evidence of such credit deterioration are referred to as purchased credit deteriorated (“PCD”) assets and reflect the acquirer’s assessment at the acquisition date. The evaluation of PCD assets is a qualitative assessment requiring management judgment. We consider indicators such as delinquency, FICO score deterioration, purchased credit impaired status from prior acquisition, certain account status codes which we believe are indicative of credit deterioration, foreign currency exchange risks, as well as certain loan activity such as modifications and downgrades. In addition, we consider the impact of current and forward-looking economic conditions relative to the conditions which would have existed at origination.

Acquired PCD assets are recorded at the purchase price, represented by the acquisition date fair value, and subsequently “grossed-up” by the acquirer’s acquisition date assessment of the allowance for credit losses. The purchase price and the initial allowance for credit losses collectively represent the PCD asset’s initial amortized cost basis. While the initial allowance for credit losses of PCD assets does not impact period earnings, the Company remeasures the allowance for credit losses for PCD assets during each subsequent reporting period; changes in the allowance are recognized as provision expense within period earnings. The difference over which par value of the acquired PCD assets exceeds the purchase price plus the initial allowance for credit losses is reflected as a non-credit discount (or premium) and is accreted into interest income (or as a reduction to interest income) under the effective interest method.

Acquired financial assets which are not PCD assets are also recorded at the purchase price but are not similarly “grossed-up”. The acquirer recognizes an allowance for credit losses as of the acquisition date, which is recognized with a corresponding provision expense impact within earnings. The allowance is remeasured within each subsequent reporting period in the same manner as for PCD assets, with any change in the allowance recognized as provision expense in period earnings.

We acquired PCD assets as part of the Diamond Acquisition, the Grand Islander Acquisition and the Bluegreen Acquisition, and such PCD assets are referred to as “Legacy-Diamond”, “Legacy-Grand Islander”, and “Legacy-Bluegreen”. See Note 7: Timeshare Financing Receivables for additional information.

Investments in Unconsolidated Affiliates

We account for investments in unconsolidated affiliates under the equity method of accounting when we exercise significant influence, but do not maintain a controlling financial interest over the affiliates and are not the primary beneficiary of the VIE. We evaluate our investments in affiliates for impairment when there are indicators that the fair value of our investment may be less than our carrying value. See Note 11: Investments in Unconsolidated Affiliates for additional information.

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid investments with original maturities of three months or less.

Restricted Cash

Restricted cash includes deposits received on VOI sales that are held in escrow until legal requirements of the local jurisdictions are met with regards to project construction or contract status and cash reserves required by our non-recourse debt agreements. Restricted cash also includes certain amounts collected on behalf of HOAs. See Note 5: Restricted Cash for additional information.

Accounts Receivable and Allowance for Credit Losses

Accounts receivable primarily consists of trade receivables and is reported as the customers’ outstanding balances, less any allowance for credit losses. The expected credit losses are measured using an expected-loss model that reflects the risk of loss and considers the losses expected over the outstanding period of the receivable. See Note 6: Accounts Receivable for additional information.

Cloud Computing Arrangements

We capitalize certain costs associated with cloud computing arrangements (“CCAs”). These costs are included in Other assets in our consolidated balance sheets and are expensed in the same line as the hosting arrangement in our consolidated statements of income using the straight-line method over the assets’ estimated useful lives, which is generally three tofive years. We review the CCAs for impairment when circumstances indicate that their carrying amounts may not be recoverable. If the carrying value of an asset group is not recoverable, we recognize an impairment loss for the excess of carrying value over the fair value in our consolidated statements of income.

Derivative Instruments

We use derivative instruments as part of our overall strategy to manage our exposure to market risks primarily associated with fluctuations in interest rates and do not use derivatives for trading or speculative purposes. We record the derivative instrument at fair value either as an asset or liability. We assess the effectiveness of our hedging instruments quarterly and record changes in fair value in Accumulated other comprehensive loss for the effective portion of the hedge and record the ineffectiveness of a hedge immediately in earnings in our consolidated statement of income. We release the derivative’s gain or loss from accumulated other comprehensive income or loss to match the timing of the underlying hedged item's effect on earnings. See Note 15: Debt and Non-recourse Debt for additional information.

Timeshare Financing Receivables and Allowance for Financing Receivables Losses

Our timeshare financing receivables consist of loans that are secured by the underlying timeshare properties. We havetwo timeshare financing receivables portfolios: (i) originated and (ii) acquired. Our originated portfolio represents timeshare financing receivables that originated by the businesses that we acquired from Diamond, Grand Islander, and Bluegreen subsequent to each respective acquisition date and all HGV timeshare financing receivables. Our acquired portfolio includes all of the Legacy-Diamond, Legacy-Grand Islander and Legacy-Bluegreen timeshare financing receivables that existed as of the respective acquisition dates. We evaluate each portfolio collectively, 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 collection 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 receivable 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. For our originated portfolio, we record an estimate of variable consideration 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 consolidated statements of income in the period in which the change occurs. In addition, for our acquired portfolio we also develop an inventory recovery assumption to reflect the recovery value of VOIs from future potential defaults. Our estimate of inventory recovery is principally based upon the fair value of underlying VOIs and assumed default rates and is reflected as a reduction to the estimated gross allowance. Once a timeshare financing receivable within the acquired portfolio is charged-off, the loan's corresponding inventory recovery amount is reclassified from the allowance into inventory. The allowance is maintained at a level deemed adequate by management based on a periodic analysis of the mortgage portfolio.

We determine our timeshare financing receivables to be past due based on the contractual terms of the individual mortgage loans. We recognize interest income on our timeshare financing receivables as earned. The interest rate charged on the notes correlates to the risk profile of the borrower at the time of purchase and the percentage of the purchase that is financed, among other factors. 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 law, is complete. See Note 7: Timeshare Financing Receivables for additional information.

Inventory and Cost of Sales

Inventory includes unsold, completed VOIs and VOIs under construction. We carry our completed VOI inventory at the lower of cost or estimated fair value, less costs to sell, which can result in impairment losses and/or recoveries of previous impairments. Projects under development are under a held and use impairment model and are reviewed for indicators of impairment quarterly.

We capitalize costs directly associated with the acquisition, development and construction of a real estate project when it is probable that the project will move forward. We capitalize salary and related costs only to the extent they directly relate to the project. We capitalize interest expense, taxes and insurance costs when activities that are necessary to get the property ready for its intended use are underway. We cease capitalization of costs during prolonged gaps in development when substantially all activities are suspended or when projects are considered substantially complete. For the years ended December 31, 2025, 2024 and 2023, capitalized interest was $10 million, $10 million and $3 million.

We account for our VOI inventory and cost of VOI sales using the relative sales value method. We do not reduce inventory for the cost of VOI sales related to anticipated defaults, and accordingly, no adjustment is made when inventory is reacquired upon default of the related receivable. This results in changes in estimates within the relative sales value calculations to be accounted for as real estate inventory true-ups, which we refer to as cost of sales true-ups, and are included in Cost of VOI sales in our consolidated statements of income to retrospectively adjust the margin previously recognized subject to those estimates. Significant assumptions include future VOI sales prices, timing and volume of VOI sales, and provisions for financing receivables losses on financed sales of VOIs. Other assumptions include sales incentives, projected future cost and volume of recoveries. See Note 8: Inventory for additional information.

Property and Equipment

Property and equipment are recorded at cost and include land, buildings and leasehold improvement and furniture and equipment at our corporate offices, sales centers and management offices. Additionally, certain property and equipment is held for future conversion into inventory. Construction in progress primarily relates to development activities. Costs that are capitalized related to development activities are classified as property and equipment until they are registered for sale. Costs of improvements that extend the economic life or improve service potential are also capitalized. Capitalized costs are depreciated over their estimated useful lives. Costs for normal repairs and maintenance are expensed as incurred. Other than the United States, there were no countries that individually represented over 10% of total property and equipment, net as of December 31, 2025 and 2024.

Depreciation is recorded using the straight-line method over the assets’ estimated useful lives, which are generally as follows: buildings and improvements (eight toforty years); furniture and equipment (three tofifteen years, including our corporate jet); and computer equipment and acquired software (three years). Leasehold improvements are depreciated over the shorter of the estimated useful life, based on the estimates above, or the lease term.

We evaluate the carrying value of our property and equipment if there are indicators of potential impairment. We perform an analysis to determine the recoverability of the asset’s carrying value by comparing the expected undiscounted future cash flows to the net book value of the asset. If it is determined that the expected undiscounted future cash flows are less than the net book value of the asset, we calculate the asset’s fair value. The impairment loss recognized is equal to the amount that the net book value is in excess of fair value. Fair value is generally estimated using valuation techniques that consider the discounted cash flows of the asset using discount and capitalization rates deemed reasonable for the type of asset, as well as prevailing market conditions, appraisals, recent similar transactions in the market and, if appropriate and available, current estimated net sales proceeds from pending offers. See Note 9: Property and Equipment for additional information.

Leases

We lease sales centers, office space and equipment under lease agreements. We determine if an arrangement is a lease at inception. Amounts related to operating leases are included in Operating lease right-of-use (“ROU”) assets, net and Operating lease liabilitiesin our consolidated balance sheets. ROU assets are adjusted for lease incentives received.

ROU assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term as of the commencement date. Because most of our leases do not provide an explicit or implicit rate of return, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments on an individual lease basis. Our incremental borrowing rate for a lease is the rate of interest we would have to pay on a collateralized basis to borrow an amount equal to the lease payments for the asset under similar terms.

We have lease agreements with lease and non-lease components, which are accounted for as a single lease component. Our operating leases may require minimum rent payments, contingent rent payments based on a percentage of revenue or income, or rental payments adjusted periodically for inflation or rent payments equal to the greater of a minimum rent or contingent rent. Our leases do not contain any residual value guarantees or material restrictive covenants. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets and lease expense is recognized on a straight-line basis over the lease term.

We monitor events or changes in circumstances that change the timing or amount of future lease payments which results in the remeasurement of a lease liability, with a corresponding adjustment to the ROU asset. ROU assets for operating and finance leases are periodically reviewed for impairment losses under ASC 360-10, Property, Plant, and Equipment, to determine whether a ROU asset is impaired, and if so, the amount of the impairment loss to recognize. See Note 17: Leasesfor additional information.

Goodwill

Goodwill acquired in business combinations is assigned to the reporting units expected to benefit from the combination as of the acquisition date. We do not amortize goodwill. We evaluate goodwill for potential impairment at least annually, on October 1, or more frequently if an event or other circumstance indicates that it is more-likely-than-not that we may not be able to recover the carrying amount (book value) of the net assets of the related reporting unit. The review is based on either a qualitative assessment or a two-step impairment test. When evaluating goodwill for impairment, we may perform the optional qualitative assessment by considering factors including macroeconomic conditions, industry and market conditions, overall financial performance of our reporting units, and other relevant entity-specific events. If we bypass the qualitative assessment, or if we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then we perform a quantitative impairment test by comparing the fair value of a reporting unit with its carrying amount. We recognize an impairment on goodwill if the estimated fair value of a reporting unit is less than its carrying value, in an amount not to exceed the carrying value of the reporting unit's goodwill. No goodwill impairment charges were recognized during the years ended December 31, 2025, 2024 and 2023, and there isno accumulated impairment of goodwill for any period presented in the consolidated financial statements. During the years ended December 31, 2024 and 2023, the changes in goodwill were limited to increases in goodwill resulting from the Grand Islander and Bluegreen Acquisitions and increases or decreases resulting from any related measurement period adjustments. There wereno changes to goodwill or measurement period adjustments during the year ended December 31, 2025.

Intangible Assets

Our intangible assets consist of trade name, management contracts, club member relationships, marketing agreements, and other contract-related intangible assets. Additionally, we capitalize costs incurred to develop internal-use computer software, including costs incurred in connection with development of upgrades or enhancements that result in additional functionality. These capitalized costs are included in Intangible assets, net in our consolidated balance sheets. Intangible assets with finite useful lives are amortized using the straight-line method over their respective useful lives, which varies for each type of intangible, unless another amortization method is deemed to be more appropriate. In our consolidated statements of income, the amortization of these intangible assets is included in Depreciation and amortization expense.

In estimating the useful life of acquired assets, we reviewed the expected use of the assets acquired, factors that may limit the useful life of an acquired asset or may enable the extension of the useful life of an acquired asset without substantial cost, the effects of obsolescence, demand, competition and other economic factors, and the level of maintenance expenditures required to obtain the expected future cash flows from the asset.

We review all finite life intangible assets for impairment when circumstances indicate that their carrying amounts may not be recoverable. If the carrying value of an asset group is not recoverable, we recognize an impairment loss for the excess of the carrying value over the fair value in our consolidated statements of income. As of December 31, 2025 and 2024, other than goodwill, we do not have any indefinite life intangible assets. See Note 12: Intangible Assets for additional information.

Deferred Financing Costs

Deferred financing costs, including legal fees and upfront lender fees, related to the Company’s debt and non-recourse debt are deferred and amortized over the life of the respective debt using the effective interest method. The capitalized costs related to the Timeshare Facility and the Revolver are included in Other assets while the remaining capitalized costs related to all other debt instruments are included in Debt, netand Non-recourse debt, netin our consolidated balance sheets. The amortization of deferred financing costs is included in Interest expense in our consolidated statements of income. See Note 15: Debt & Non-recourse debtfor additional information.

Fair Value Measurements—Valuation Hierarchy

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date (an exit price). We use the three-level valuation hierarchy for classification of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our own assumptions about the data market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The three-level hierarchy of inputs is summarized below:

•Level 1—Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities in active markets;

•Level 2—Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument; and

•Level 3—Valuation is based upon unobservable inputs that are significant to the fair value measurement.

The classification of assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement in its entirety. See Note 15: Debt and non-recourse debt and Note 16: Fair Value Measurements for additional information.

Currency Translation and Remeasurement

The United States dollar (“USD”) is our reporting currency and is the functional currency of the majority of our operations. For operations whose functional currency is not the USD, assets and liabilities measured in foreign currencies are translated into USD at the prevailing exchange rates in effect as of the financial statement date, and the related gains and losses are reflected within Accumulated other comprehensive loss in our consolidated balance sheets. Related income and expense accounts are translated at the average exchange rate for the period. Gains and losses from foreign exchange rate changes related to transactions denominated in a currency other than an entity’s functional currency or transactions related to intercompany receivables and payables denominated in a currency other than an entity’s functional currency that are not of a long-term investment nature are recognized as gains or losses on foreign currency transactions. These gains or losses are included in Other gain (loss), net in our consolidated statements of income.

Share-Based Compensation

Certain of our employees participated in our 2023 Omnibus Incentive Plan which compensates eligible employees and directors. The measurement objective for these equity awards is the estimated fair value at the grant date of the equity instruments that we are obligated to issue when employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. Compensation expense is based on the share-based awards granted to our employees and recognized ratably over the requisite service period and the corresponding change is recognized in Additional paid-in capital in our consolidated balance sheets. The requisite service period is the period during which an employee is required to provide service in exchange for an award. We recognize forfeitures of awards as they occur. See Note 19: Share-based Compensation for additional information.

Income Taxes

We account for income taxes using the asset and liability method. The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and to recognize the deferred tax assets and liabilities that relate to tax consequences in future years. Deferred tax assets and liabilities result from differences between the respective tax basis of assets and liabilities and their financial reporting amounts, and tax loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the respective temporary differences or operating loss or tax credit carryforwards are expected to be recovered or settled. The realization of deferred tax assets is contingent upon the generation of future taxable income and other restrictions that may exist under the tax laws of the jurisdiction in which a deferred tax asset exists. Valuation allowances are provided to reduce such deferred tax assets to amounts more likely than not to be ultimately realized.

We use a prescribed recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken in a tax return. For all income tax positions, we first determine whether it is “more-likely-than-not” that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. If it is determined that a position meets the more-likely-than-not recognition threshold, the benefit recognized in the financial statements is measured as the largest amount of benefit that is greater than 50% likely of being realized upon settlement. Interest and penalties related to unrecognized tax benefits are recognized as a component of income tax expense in the accompanying consolidated statement of income. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet.

We made an accounting policy election related to accounting for the tax effects of Net Controlled Foreign Corporation Tested Income (“NCTI”, formerly known as Global Intangible Low Taxed Income or “GILTI”) that was implemented as part of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). With regard to NCTI, we have elected to recognize any current tax as an expense in the period it is incurred. See Note 18: Income Taxes for additional information.

Earnings Per Share

Basic earnings per share (“EPS”) is calculated by dividing the earnings attributable to stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS is calculated to give effect to all potentially dilutive common shares that were outstanding during the reporting period. When there is a loss, potential common shares should not be included in the computation of diluted EPS; hence, diluted EPS would equal basic EPS in a period of loss. See Note 20: Earnings Per Share for additional information.

Defined Contribution Plan

We administer and maintain a defined contribution plan for the benefit of all employees meeting certain eligibility requirements who elect to participate in the plan. Contributions are determined based on a specified percentage of salary and bonus deferrals by participating employees. We recognized compensation expense for our participating employees totaling $37 million, $34 million and $23 million for the years ended December 31, 2025, 2024 and 2023.

Noncontrolling Interest

Noncontrolling interest reflects a third party’s ownership interest in Big Cedar that is consolidated in our consolidated financial statements but is less than 100% owned by HGV. The noncontrolling interest is recognized as equity in our consolidated balance sheet and presented separately from the equity attributable to stockholders.

The amounts of consolidated net income and comprehensive income attributable to stockholders and noncontrolling interest are separately presented in the consolidated statements of income and comprehensive income.

Recently Issued Accounting Pronouncements

Adopted Accounting Standards

For the year ended December 31, 2025, we adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2023-09 (“ASU 2023-09”), Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 states that an entity must provide greater disaggregation of its effective tax rate reconciliation disclosure. The ASU also states that an entity must separately disclose net cash taxes paid between federal, state, and foreign jurisdictions. The guidance is to be applied prospectively. The impact of adoption of ASU 2023-09 was in disclosure only and did not have an impact on our consolidated balance sheets and statements of income. See Note 18: Income Taxesfor additional information.

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 impact of adoption of

ASU 2024-03 is expected to impact disclosures only and not have a material impact on our consolidated balance sheet and statement of income.

In July 2025, the FASB issued Accounting Standards Update 2025-05 (“ASU 2025-05”), Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 provides a practical expedient that allows entities to estimate expected credit losses for current accounts receivable and contract assets without needing to predict future economic conditions. The guidance is to be applied prospectively and is effective for fiscal years beginning after December 15, 2025, 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 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 November 2025, the FASB issued Accounting Standards Update 2025-08 (“ASU 2025-08”), Financial Instruments—Credit Losses (Topic 326): Purchased Loans. ASU 2025-08 provides amendments that require purchased seasoned loans be accounted for using the gross-up approach at acquisition. The guidance is to be applied prospectively and is effective for fiscal years beginning after December 15, 2026 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: BLUEGREEN ACQUISITION

On January 17, 2024, we completed the Bluegreen Acquisition in an all-cash transaction, with total consideration of $1.6 billion. We accounted for the Bluegreen Acquisition as a business combination and finalized our purchase price accounting as of December 31, 2024. Please refer to our annual report on Form 10-K filed with the SEC on March 3, 2025 for additional information related to the Bluegreen Acquisition.

The following unaudited pro forma information presents the combined results of operations of HGV and Bluegreen as if we had completed the Bluegreen Acquisition on January 1, 2023, the first day of our 2023 fiscal year, but using the fair values of assets and liabilities as of the Bluegreen Acquisition Date. These unaudited pro forma results do not reflect any synergies from operating efficiencies. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the Bluegreen Acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations.

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 followingtwo reportable segments: (i)Real estate sales and financing and (ii)Resort operations and club management. See Note 22: Business Segments for more information related to our segments.

(1)Excludes intersegment eliminations. See Note 22: Business Segments for additional information.

Receivables from Contracts with Customers and Contract Liabilities

Our accounts receivable that relates to our contracts with customers includes amounts associated with our contractual right to consideration for completed performance obligations and are settled when the related cash is received. Accounts receivable are recorded when the right to consideration becomes unconditional and is only contingent on the 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 7: 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 consolidated balance sheets:

(1)Includes $528 million and $878 million of acquired timeshare financing receivables, net, as of December 31, 2025 and 2024.

Contract liabilities include payments received or due in advance of satisfying our performance obligations. Such contract liabilities include advance deposits received on prepaid 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:

(1)This balance includes $52 million of bonus point incentive liabilities included in Accounts payable, accrued expenses and other on our consolidated balance sheets as of both December 31, 2025 and 2024. This liability is for incentives from VOI sales and sales and marketing expenses in conjunction with our fee-for-service arrangements.

Revenue earned for the year ended December 31, 2025, that was included in the contract liabilities balance at December 31, 2024 was $242 million. Revenue earned for the year ended December 31, 2024, that was included in the contract liabilities balance at December 31, 2023 was $194 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:

During the year ended December 31, 2025, we deferred $368 million of Sales of VOI, net related to projects under construction. We expect to recognize the revenue, costs of VOI sales and direct selling costs related to the projects under construction as of December 31, 2025, upon their completion in 2026.

The following table includes the remaining transaction price related to our contract liabilities as of December 31, 2025:

Revenue allocated to remaining performance obligations for HOA management fees, which includes unearned revenue and amounts expected to be invoiced and recognized as revenue over the next 12 months, was $306 million as of December 31, 2025.

NOTE 5: RESTRICTED CASH

Restricted cash was as follows:

(1)See Note 15: Debt and Non-recourse Debtfor additional information.

(2)Other restricted cash primarily includes cash collected on behalf of HOAs, deposits related to servicer arrangements and other deposits.

NOTE 6: ACCOUNTS RECEIVABLE

Accounts receivable within the scope of ASC 326 are measured at amortized cost. The following table represents our accounts receivable, net of allowance for credit losses:

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 within the scope of ASC 326 and use these as a basis for how we develop our expected loss estimates.

The changes in our allowance during the year ended December 31, 2025 were as follows:

NOTE 7: TIMESHARE FINANCING RECEIVABLES

We define our timeshare financing receivables portfolios as (i) originated and (ii) acquired. The following table presents the components of each portfolio by class of timeshare financing receivables:

(1)Includes amounts used as collateral to secure a non-recourse revolving timeshare receivable credit facility (“Timeshare Facility”) as well as amounts held as future collateral for securitization activities.

In June 2025, we completed a securitization of $300 million of gross timeshare financing receivables and issued $166 million of 4.88% notes, $87 million of 5.18% notes, and $47 million of 5.52% notes due May 2042. The securitization transaction did not qualify as a sale and, accordingly, no gain or loss was recognized. The transaction is considered a secured borrowing, and the notes from the transaction are presented as non-recourse debt. The proceeds were used to pay down in part some of the existing debt and for other general corporate purposes.

In July 2025, we completed a securitization of ¥9.5 billion, or $65 million, of gross timeshare financing receivables with a coupon rate of 1.41% due January 2039. The collateralized timeshare notes are domiciled in Japan. The securitization transaction did not qualify as a sale and, accordingly, no gain or loss was recognized. The transaction is considered a secured borrowing, and the notes from the transaction are presented as non-recourse debt. The proceeds were used for general corporate purposes.

In August 2025, we completed a securitization of $400 million of gross timeshare financing receivables and issued $210 million of 4.54% notes, $125 million of 4.73% notes and $65 million of 5.12% notes due May 2044. The securitization transaction did not qualify as a sale and, accordingly, no gain or loss was recognized. The transaction is considered a secured borrowing, and the notes from the transaction are presented as non-recourse debt. The proceeds were used to pay down in part some of the existing debt and for other general corporate purposes.

In December 2025, we completed a securitization of $400 million of gross timeshare financing receivables and issued $141 million of 4.56% notes, $147 million of 4.90% notes, $81 million of 5.39% notes, and $31 million of 7.38% notes due October 2044. The securitization transaction did not qualify as a sale and, accordingly, no gain or loss was recognized. The transaction is considered a secured borrowing, and the notes from the transaction are presented as non-recourse debt. The proceeds were used to pay down debt and for other general corporate purposes.

See Note 10: Consolidated Variable Interest Entities and Note 15: Debt and Non-recourse Debt for additional information on our securitizations.

As of December 31, 2025 and 2024, we had timeshare financing receivables of $710 million and $455 million securing the Timeshare Facility.

We recognize interest income on our timeshare financing receivables as earned. As of December 31, 2025 and 2024, we had interest receivable outstanding of $26 million and $22 million on our originated timeshare financing receivables. As of both December 31, 2025 and 2024, we had interest receivable outstanding of $4 million and $7 million on our acquired timeshare financing receivables. Interest receivable is included in Other Assets within our 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 December 31, 2025, our originated timeshare financing receivables had interest rates ranging from 1.5% to 25.8%, a weighted-average interest rate of 14.6%, a weighted-average remaining term of 8.9 years and maturities through 2041. Our acquired timeshare financing receivables had interest rates ranging from 2.0% to 25.0%, a weighted-average interest rate of 15.0%, a weighted-average remaining term of 6.1 years and maturities through 2036.

Allowance for Financing Receivables Losses

The changes in our allowance for financing receivables losses were as follows:

(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) The initial gross allowance determined for receivables with credit deterioration was $163 million as of the Bluegreen Acquisition Date and $30 million as of the Grand Islander Acquisition Date. We also reduced the initial allowance determined for receivables with credit deterioration for Legacy-Grand Islander by $6 million during the first quarter of 2024.

(3) Represents the initial change in allowance resulting from upgrades of Acquired loans. Upgraded Acquired loans and their related allowance are included in the Originated portfolio.

Originated Timeshare Financing Receivables

Our originated timeshare financing receivables as of December 31, 2025, mature as follows:

Acquired Timeshare Financing Receivables with Credit Deterioration

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

See Note 2: Summary of Significant Accounting Policies for additional information on the fair value methodology for our acquired timeshare financing receivables and related allowances for credit losses.

Our acquired timeshare financing receivables as of December 31, 2025, mature as follows:

Credit Quality of Timeshare Financing Receivables

Originated Timeshare Financing Receivables

Our originated gross balances by average FICO score of our originated timeshare financing receivables were as follows:

The following table details our gross originated timeshare financing receivables by the origination year and average FICO score as of December 31, 2025:

As of December 31, 2025 and 2024, we had ceased accruing interest on originated timeshare financing receivables with an aggregate principal balance of $430 million and $323 million. The following tables detail an aged analysis of our gross timeshare financing receivables balance:

Acquired Timeshare Financing Receivables

Our gross balances by average FICO score of our acquired timeshare financing receivables were as follows:

The following tables details our gross acquired timeshare financing receivables by the origination year and average FICO score as of December 31, 2025:

As of December 31, 2025 and 2024, we had ceased accruing interest on acquired timeshare financing receivables with an aggregate principal balance of $152 million and $231 million. The following tables detail an aged analysis of our gross timeshare receivables balance:

NOTE 8: INVENTORY

Inventory was comprised of the following:

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:

(1)Costs of sales true-up decreased cost of VOI sales and increased inventory in all periods presented.

NOTE 9: PROPERTY AND EQUIPMENT

Property and equipment were comprised of the following:

Depreciation expense on property and equipment was $57 million, $52 million, and $51 million for the years ended December 31, 2025, 2024 and 2023.

NOTE 10: CONSOLIDATED VARIABLE INTEREST ENTITIES

The activities of our consolidated VIEs are limited 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 the VIEs as we have the power to direct the activities that most significantly affect their economic performance. We are also the servicer of these timeshare financing receivables and 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.

See Note 15: Debt and Non-recourse Debtfor additional information regarding acquired VIEs.

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

The following table shows the interest income and expense recognized as a result of our involvement with these VIEs during 2025. These amounts are included within Financing revenue and Financing expense in the consolidated statement of income.

Cash paid for interest associated with our non-recourse debt was $104 million, $90 million and $44 million for the years ended December 31, 2025, 2024 and 2023. See our consolidated statements of cash flows for additional information related to borrowings and payments on our Non-recourse debt.

NOTE 11: INVESTMENTS IN UNCONSOLIDATED AFFILIATES

As of December 31, 2025 and 2024, we had ownership interests in BRE Ace LLC and 1776 Holding LLC, which are VIEs. We do not consolidate BRE Ace LLC and 1776 Holding LLC because we are not the primary beneficiary. Thesetwo unconsolidated affiliates have aggregated debt balances of $400 million and $384 million as of December 31, 2025 and 2024. The debt is secured by their assets and is without recourse to us. Our maximum exposure to loss as a result of our investment interests in these unconsolidated affiliates is primarily limited to (i) the carrying amount of the investments which totaled $63 million and $73 million as of December 31, 2025 and 2024 and (ii) receivables for commission and other fees earned under fee-for-service arrangements. See Note 21: Related Party Transactionsfor additional information.

During the year ended December 31, 2025, we received cash distributions of $25 million and $3 million from our investments in BRE Ace LLC and 1776 Holding LLC. During each of the years ended December 31, 2024 and 2023, we received cash distributions of $16 million from our investment in BRE Ace LLC.

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

NOTE 12: INTANGIBLE ASSETS

Intangible assets and related amortization expense were as follows:

Amortization expense on intangible assets was $216 million, $216 million, and $163 million for the years ended December 31, 2025, 2024 and 2023. As of December 31, 2025, the weighted average life of trade name was 4.6 years, management contracts was 29.9 years, club member relationships was 13.7 years, capitalized software was 3.0 years, marketing agreements was 16.1 years, and other contract-related intangible was 10.0 years.

As of December 31, 2025, our future amortization expense for our amortizing intangible assets is estimated to be as follows:

NOTE 13: OTHER ASSETS

Other assets were as follows:

NOTE 14: ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER

Accounts payable, accrued expenses and other were as follows:

(1)Other accrued expenses includes amounts due to HOAs and various accrued liabilities.

NOTE 15: DEBT AND NON-RECOURSE DEBT

Debt

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

(1)As of December 31, 2025 and 2024, weighted-average interest rates on Total debt, gross were 5.691% and 6.140%.

(2)Unamortized deferred financing costs of $3 million as of both December 31, 2025 and 2024 related to our revolving facility are included in Other assets in our consolidated balance sheets.

(3)Amount includes unamortized deferred financing costs of $53 million and $64 million as of December 31, 2025 and 2024. This amount also includes unamortized original issuance discounts of $5 million and $7 million as of December 31, 2025 and 2024.

Senior Secured Credit Facilities

On January 31, 2025, we amended our Revolver Credit Facility (“Revolver”) and both our Term Loan B due 2028 and Term Loan B due 2031. The terms of the Revolver were amended to reduce pricing spreads, expand covenants, reset certain incurrence baskets and extend maturity to January 2030. The Term Loan B due 2028 was repriced to SOFR plus 2.00%, down from SOFR plus 2.50%. The Term Loan B due 2031 was repriced to SOFR plus 2.00%, down from SOFR plus 2.25%. Additionally, the Term Loan A due January 2028, was repriced to SOFR plus 1.65%, down from SOFR plus 1.75%.

As of December 31, 2025, we had $61 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 December 31, 2025. As of December 31, 2025, we have $809 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 December 31, 2025, these interest rate swaps convert the SOFR-based variable rate on our Term Loan B due 2028 to average fixed rates of 1.55% per annum with maturities between 2026 and 2028, for the balance on this borrowing up to the notional values of our interest rate swaps. As of December 31, 2025, the aggregate notional values of the interest rate swaps under our Term Loan B due 2028 was $550 million. Our interest rate swaps have been designated and qualify as cash flow hedges of interest rate risk and recorded at their estimated fair value as an asset in Other assets in our consolidated balance sheets. As of December 31, 2025 and 2024, the estimated fair value of our cash flow hedges was $18 million and $37 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 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 year ended December 31, 2025:

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 December 31, 2025.

Senior Notes due 2029 and 2031

The Senior Unsecured Notes are guaranteed on a senior unsecured basis by certain of our subsidiaries. We were in compliance with all applicable financial covenants as of December 31, 2025.

Non-recourse Debt

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

(1)As of December 31, 2025, and 2024, weighted-average interest rates were 5.019% and 5.235%.

(2)Unamortized deferred financing costs of $2 million as of December 31, 2024 relating to the Timeshare Facility included in Other Assets in our consolidated balance sheet.

(3)Interest rates as of December 31, 2025 range from 1.410% to 6.419%.

(4)Amount includes unamortized deferred financing costs of $30 million and $21 million as of December 31, 2025, and 2024 and unamortized discounts of $5 million and $11 million as of December 31, 2025, and 2024.

Timeshare Facility

The revolving commitment period of the Timeshare Facility terminates in November 2026; however the repayment maturity date extends 12 months beyond the commitment termination date to November 2027. The Timeshare Facility is a non-recourse obligation payable solely from the pool of timeshare financing receivables pledged as collateral and related assets. As of December 31, 2025, our Timeshare Facility has a remaining borrowing capacity of $235 million. During the year ended December 31, 2025, we repaid $2.4 billion on the Timeshare Facility.

Securitized Debt

In June 2025, we completed a securitization of $300 million of gross timeshare financing receivables and issued $166 million of 4.88% notes, $87 million of 5.18% notes, and $47 million of 5.52% notes due May 2042. The issued notes are backed by pledged assets, consisting of a pool of HGV, Diamond Resorts, and Bluegreen Vacations collateral combined, secured by first mortgages, first deeds of trust, membership interests or timeshare interests (other than a fee simple interest in real estate) and a letter of credit. The notes are a non-recourse obligation and are payable solely from the timeshare financing receivables pledged as collateral for the notes. The proceeds of the notes were used to pay down in part some of our existing debt and for other general corporate purposes. Additionally, in connection with the securitization, we incurred $6 million in debt issuance costs.

In July 2025, we completed a securitization of ¥9.5 billion, or $65 million, of gross timeshare financing receivables and issued notes with an average coupon rate of 1.41% due January 2039. The issued notes are backed by pledged assets, consisting of a pool of HGV loans domiciled in Japan, secured by first mortgages. The notes are a non-recourse obligation and are payable solely from the timeshare financing receivables pledged as collateral for the note. The proceeds of the notes were used for general corporate purposes. Additionally, in connection with the securitization, we incurred $3 million in debt issuance costs.

In August 2025, we completed a securitization of $400 million of gross timeshare financing receivables and issued $210 million of 4.54% notes, $125 million of 4.73% notes, and $65 million of 5.12% notes due May 2044. The issued notes are backed by pledged assets, consisting of a pool of HGV, Diamond Resorts, and Bluegreen Vacations collateral combined, secured by first mortgages, first deeds of trust, membership interests or timeshare interests (other than a fee simple interest in real estate) and a letter of credit. The notes are a non-recourse obligation and are payable solely from the timeshare financing receivables pledged as collateral for the notes. The proceeds of the notes were used to pay down in part some of our existing debt and for other general corporate purposes. Additionally, in connection with the securitization, we incurred $6 million in debt issuance costs.

In December 2025, we completed a securitization of $400 million of gross timeshare financing receivables and issued $141 million of 4.56% notes, $147 million of 4.90% notes, $81 million of 5.39% notes, and $31 million of 7.38% notes due October 2044. The issued notes are backed by pledged assets, consisting of a pool of HGV, Diamond Resorts, and Bluegreen Vacations collateral combined, secured by first mortgages, first deeds of trust, membership interests or timeshare interests (other than a fee simple interest in real estate) and a letter of credit. The notes are a non-recourse obligation and are payable solely from the timeshare financing receivables pledged as collateral for the notes. The proceeds of the notes were used to pay down debt and for other general corporate purposes. Additionally, in connection with the securitization, we incurred $6 million in debt issuance costs.

During the year ended December 31, 2025, we repaid $945 million on Securitized Debt.

We are required to deposit payments received from customers on the timeshare financing receivables securing the Timeshare Facility and Securitized Debt into depository accounts maintained by third parties. On a monthly basis, the depository accounts are utilized to make required principal, interest and other payments due under the respective loan agreements. The balances in the depository accounts were $142 million and $193 million as of December 31, 2025 and 2024 and were included in Restricted Cashin our consolidated balance sheets.

NBA Receivables Facility

Recourse on the NBA Receivables Facility is generally limited to the greater of 15% of the outstanding borrowings and $5 million, subject to certain exceptions.

Debt Maturities

The contractual maturities of our debt and non-recourse debt as of December 31, 2025, were as follows:

NOTE 16: FAIR VALUE MEASUREMENTS

The carrying amounts and estimated fair values of our financial assets and liabilities, which are required for disclosure, were as follows:

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 advance 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 15: 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 17: LEASES

We lease sales centers, office space and equipment under operating leases. Our leases expire at various dates from 2026 through 2056, with varying renewal and termination options. Our lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

We recognize rent expense on leases with both contingent and non-contingent lease payment terms. Rent associated with non-contingent lease payments are recognized on a straight-line basis over the lease term. Contingent rental expense includes short term and variable rent. Rent expense for all operating leases was as follows:

Supplemental cash flow information related to operating leases was as follows:

Supplemental balance sheet information related to operating leases was as follows:

The future minimum rent payments under non-cancelable operating leases as of December 31, 2025, are as follows:

NOTE 18: INCOME TAXES

Our tax provision includes federal, state and foreign income taxes payable. The domestic and foreign components of our income before taxes and noncontrolling interests were as follows:

The components of our provision for income taxes were as follows:

Reconciliations of our tax provision at the U.S. statutory rate to the provision for income taxes were as follows:

(1)Florida, Hawaii and New York comprise the majority of state taxes (greater than 50%) of the tax effect in this category.

(2)The research and development tax credit includes revised estimates upon finalization of prior year tax returns.

Deferred income taxes represent the tax effect of the differences between the book and tax bases of assets and liabilities plus carryforward items.

The compositions of net deferred tax balances were as follows:

The tax effects of the temporary differences and carryforwards that give rise to our net deferred tax liability were as follows:

As of December 31, 2025, we have $254 million of federal net operating loss carryforwards, $29 million of federal credit carryforwards, $220 million of state tax net operating loss carryforwards, $6 million of state tax credits, and $175 million foreign net operating loss carryforwards. Most of these tax attributes are fully valued. The majority of our federal and state tax attributes will expire through 2034, while most of our foreign tax losses can be carried forward indefinitely.

We establish valuation allowances for financial reporting purposes to offset certain deferred tax assets due to uncertainty regarding our ability to realize them in the future. The valuation allowance decreased from $174 million as of December 31, 2024, to $150 million as of December 31, 2025, primarily due to the expiration and write-off of domestic tax attributes.

Reconciliations of the amounts of unrecognized tax benefits were as follows:

We recorded $24 million as of both December 31, 2025 and 2024 excluding interest and penalties, which would have favorably impacted the annual effective tax rate if recognized. We record these liabilities in Accounts payable, accrued expenses and other in the consolidated balance sheet. The total liability accrued for interest and penalties was $46 million and $36 million as of December 31, 2025, and 2024.

We file federal, state and foreign income tax returns in jurisdictions with varying statute of limitations. We are currently under audit in several tax jurisdictions. The open tax years for major tax jurisdictions are 2011 through 2025. While there is no assurance as to the results, we believe we are adequately reserved for these audits.

Although the Tax Act generally eliminates U.S. federal income tax on dividends from foreign subsidiaries, foreign withholding taxes may be incurred if these profits are distributed. No income or deferred taxes have been accrued on foreign earnings or other outside basis differences, as we intend to indefinitely reinvest these amounts in our foreign operations. An estimate of these amounts is not practicable due to the inherent complexity of the multi-jurisdictional tax environment in which we operate.

NOTE 19: SHARE-BASED COMPENSATION

Stock Plan

The 2023 Omnibus Incentive Plan (“2023 Plan”) authorizes the issuance of various stock-based awards to our employees, directors and other service providers, including restricted stock units (“Service RSUs” or “RSUs”), nonqualified stock options (“Options”), and time and performance-vesting restricted stock units (“Performance RSUs” or “PSUs”). As of December 31, 2025, there were 2,613,147 shares of common stock available for future issuance under the 2023 plan. We recognized share-based compensation expense of $62 million, $45 million and $39 million during the years ended December 31, 2025, 2024 and 2023. The total tax benefit recognized related to this compensation was $10 million, $8 million and $6 million for the years ended December 31, 2025, 2024 and 2023. In addition, we withheld common stock shares associated with net share settlements to cover tax withholding obligations upon the vesting or exercise of awards under our employee equity incentive program. For the years ended December 31, 2025, 2024 and 2023, we withheld approximately 207,000,445,000 and 264,000 shares at a total cost of $9 million, $21 million and $14 million through net share settlements. Shares withheld to cover tax withholding obligations are retired.

As of December 31, 2025, unrecognized compensation cost for unvested awards was $46 million, which is expected to be recognized over a weighted average period of 1.8 years.

On June 30, 2025, the second tranche of the performance cash awards approved by our Board of Directors on March 5, 2024, in connection with the Bluegreen Acquisition vested for certain executive officers and employees based on the level of achievement of pre-established performance goals relating to run rate cost savings following an 18-month performance period that commenced on the Bluegreen Acquisition Date and ended on June 30, 2025.

Service RSUs

Service RSUs generally vest in annual installments over three years from the date of grant, subject to the individual’s continued employment through the applicable vesting date. Vested Service RSUs generally will be settled for common stock. The grant date fair value is equal to closing stock price on the date of grant. The following table provides information about our Service RSU grants for the last three fiscal years:

The following table summarizes the activity of our RSUs during the year ended December 31, 2025:

Options

Options generally vest over three years in annual installments from the date of grant, subject to the individual’s continued employment through the applicable vesting date and will terminate 10 years from the date of grant or earlier on the unvested portion of an individual whose service was terminated. The exercise price is equal to the closing price of the common stock on the date of grant. During the year ended December 31, 2025, we didnot grant any Options. The following table provides information about our option grants for the last two fiscal years:

The weighted-average grant date fair value of each of these options were determined using the Black-Scholes-Merton option-pricing model with the following assumptions: expected volatility is calculated using the historical volatility of our share price; risk-free rate is based on the Treasury Constant Maturity Rate closest to the expected life as of the grant date; and expected term is estimated using the vesting period and contractual term of the Options:

(1)At the date of grant we had no plans to pay dividends during the expected term of these options.

The following table summarizes the activity of our options during the year ended December 31, 2025:

As of December 31, 2025, we had 1,867,039 options outstanding that were exercisable with an aggregate intrinsic value of $14 million and weighted average remaining contractual term of 4.5 years. The intrinsic value of all options exercised during the year was $4.4 million.

Performance RSUs

During the year ended December 31, 2025, we issued 449,308 Performance RSUs with a weighted-average grant date fair value of $41.01. 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.

Compensation expense will be recorded through the end of the performance period if it is deemed probable that the performance goals will be met. If the performance goals are not met, no compensation cost will be recognized and any previously recognized compensation cost will be reversed. 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.

The following table provides information about our Performance RSU grants for the last three fiscal years:

The following table summarizes the activity of our Performance RSUs during the year ended December 31, 2025:

Employee Stock Purchase Plan

In March 2017, the Board of Directors adopted the Hilton Grand Vacations Inc. Employee Stock Purchase Plan (the “ESPP”), which became effective during 2017 and was subsequently amended in 2022. In connection with the ESPP, we reserved 2.5 million shares of common stock which may be purchased under the ESPP. The ESPP allows eligible employees to purchase shares of our common stock at a price per share not less than 85% of the fair market value per share of common stock on the first day of the Purchase Period or the last day of the Purchase Period, whichever is lower, up to a maximum threshold established by the plan administrator for the offering period. During the years ended December 31, 2025, 2024 and 2023, we issued 404,511,326,330 and 221,562 shares and recognized $2 million, $2 million and $1 million of compensation expense related to this plan.

NOTE 20: EARNINGS PER SHARE

The following table presents the calculation of our basic and diluted EPS and the corresponding weighted average shares outstanding referenced in these calculations for the years ended December 31, 2025, 2024, and 2023.

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

(2) Excludes approximately 3,000 shares of RSUs that would have been anti-dilutive to EPS under the treasury stock method for the year ended December 31, 2025. These RSUs could potentially dilute EPS in the future. There wereno anti-dilutive RSU for the years ended December 31, 2024 and 2023.

(3) There wereno anti-dilutive PSUs for the years ended December 31, 2025, 2024, and 2023.

(4) Excludes approximately 1,134,000,1,140,000 and 818,000 shares of Options that would have been anti-dilutive to EPS for the years ended December 31, 2025, 2024, and 2023, under the treasury stock method. These Options could potentially dilute EPS in the future.

Share Repurchases

On August 8, 2024, we announced that our Board of Directors approved on August 7, 2024 a share repurchase program authorizing us to repurchase up to an aggregate of $500 million of our outstanding shares of common stock over atwo-year period (the “2024 Repurchase Plan”). On July 31, 2025, we announced that our Board of Directors approved on July 29, 2025 a share repurchase program authorizing us to repurchase up to an aggregate of $600 million of our outstanding shares of common stock over atwo-year period (the “2025 Repurchase Plan” and together with the 2024 Repurchase Plan, the “Repurchase Plans”), which is in addition to the 2024 Repurchase Plan.

The following table summarizes stock repurchase activity under the current and previous share repurchase programs as of December 31, 2025:

From January 1, 2026 through February 19, 2026, we repurchased 1.9 million shares for $89 million. As of February 19, 2026, we had $339 million of remaining availability under the 2025 Repurchase Plan.

NOTE 21: RELATED PARTY TRANSACTIONS

BRE Ace LLC and 1776 Holding, LLC

We hold an ownership interest in BRE Ace LLC, a VIE, which owns a timeshare resort property and related operations, commonly known as “Elara, a Hilton Grand Vacations Club.”

We hold an ownership interest in 1776 Holdings, LLC, a VIE, which owns a timeshare resort property and related operations, known as “Liberty Place Charleston, a Hilton Club.”

We record Equity in earnings from our unconsolidated affiliates in our consolidated statements of income. See Note 11: 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 Elara, a Hilton Grand Vacations Club and Liberty Place Charleston, a Hilton Club. These amounts are summarized in the following table and are included in Fee-for-service commissions, package sales and other fees on our consolidated statements of income as of the date they became related parties.

We also had $3 million and $5 million of outstanding receivables related to the fee-for-service agreements included in Accounts receivable, net on our consolidated balance sheets as of December 31, 2025 and 2024.

Apollo Global Management Inc. (“Apollo”)

As part of the Diamond Acquisition in 2021, Apollo obtained more than 20% of our outstanding common stock at the time of the Diamond Acquisition. On August 12, 2025, 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 8,050,000 shares of our common stock (including 1,050,000 shares at the option of the Underwriters) (the “Offering”).

As part of the Offering, we repurchased, and subsequently retired,933,488 shares of our common stock under our Share Repurchase Plans from the Underwriters (the “Share Repurchase”) for an aggregate purchase price of $40 million (or $42.85 per share), which was the same per share price paid by the Underwriters to the Selling Stockholders. The Offering and the Share Repurchase were completed on August 14, 2025.

During the year ended December 31, 2025, we billed Apollo for $2 million of reimbursable expenses, for which payment was received in January 2026. During the year ended December 31, 2024, we received a reimbursement from Apollo of approximately $1 million for expenses incurred on their behalf.

NOTE 22: BUSINESS SEGMENTS

We operate our business through the followingtwo 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 or 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 Grand Islander and Bluegreen operations, within both segments as of their respective acquisition dates, reconciled to consolidated amounts:

(1)Includes charges to the Real estate sales and financing segment from the Resort operations and club management segment for fulfillment of discounted marketing package stays at resorts. We account for intersegment revenues as if they were sales to third parties at current market prices.

The following tables present Adjusted EBITDA for our reportable segments:

(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 statements of income.

(c) Consists of Resort and club management and Rental and ancillary services expense on the statements of income.

(d) Consists of costs associated with restructuring, one-time charges, other non-cash items, and for the Real Estate and Financing Segment, amortization of fair value premiums and discounts resulting from purchase accounting.

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

(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:

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

NOTE 23: 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 December 31, 2025, HGV had sales and marketing operations at a total of 142 Bass Pro Shops and Cabela’s Stores, including 7 virtual kiosks.

Other Commitments

We have fulfilled certain arrangements with developers where we were committed to purchase vacation ownership units or other real estate at a future date to be marketed and sold under our Hilton Grand Vacations brand. As of December 31, 2025, we were committed to purchase $226 million of inventory over a period of 10 years and $43 million of other commitments in the normal course of business. The actual amount and timing of the acquisitions are subject to change pursuant to the terms of the respective arrangements, which could also allow for cancellation in certain circumstances. During the fourth quarter of 2025, we fulfilled our commitment to exchange parcels of land in Hawaii due to the successful completion of zoning, land use requirements and other applicable regulatory requirements.

During the years ended December 31, 2025, 2024 and 2023, we fulfilled $40 million, $63 million and $156 million, of purchases required under our inventory commitments. As of December 31, 2025, our remaining obligations pursuant to these arrangements were expected to be incurred as follows:

(1)Commitments for properties in Missouri, New York and Tennessee.

(2)For the property in New York, the payments are subject to the seller obtaining the inventory and providing clear title.

(3)For the property in Tennessee, we have the option to extend the full purchase of inventory up to 2033 pursuant to the terms of the purchase agreement.

(4)Primarily relates to commitments for 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 December 31, 2025 and 2024, we had accrued liabilities of $8 million and $7 million for all legal matters.

On July 22, 2024, an adverse interim award was entered in an arbitration related to a matter that existed as of the Bluegreen Acquisition Date involving Bluegreen Vacations Unlimited, Inc. (“BVU”), a Bluegreen subsidiary, in connection with an alleged breach of a purchase and sale agreement for The Manhattan Club property in New York, New York. Prior to any decision by the arbitration panel on potential damages for breach, the interim award allowed BVU to propose a cure for the breach. We and the opposing party both proposed forms of cure to the arbitration panel. On February 10, 2025, the arbitration panel issued a decision on what is required to cure, which included purchases of inventory and assuming the management agreement at The Manhattan Club. We completed the first steps of cure on February 20, 2025 and February 26, 2025, and intend to continue with cure.

As part of the cure, the management agreement was assumed during the first quarter of 2025 for $47.5 million in exchange for a note payable. Additionally, the cure provided for BVU to purchase $7.5 million of inventory per quarter beginning February 26, 2025 until all missed quarterly purchases of inventory between October 2019 and February 10, 2025 have been completed totaling approximately $39 million, subject to the opposing party being able to obtain the inventory and providing clear title. Once cured, the quarterly inventory purchase commitment will be approximately $1.9 million through May 2035, subject to the opposing party being able to obtain the inventory and providing clear title. The inventory commitment related to this matter is included in the table above within the inventory purchase obligations. There were no legal accruals for this matter as of December 31, 2025.

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 $439 million as of December 31, 2025, which primarily consist of escrow and subsidy related bonds.

NOTE 24: SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid for interest on our corporate debt, net was $297 million, $354 million and $187 million for the years ended December 31, 2025, 2024 and 2023. Cash paid for income taxes, net of refunds, was $154 million, $36 million and $187 million for the years ended December 31, 2025, 2024 and 2023. The following table summarizes domestic and foreign components of cash taxes paid by material jurisdiction for the year ended December 31, 2025.

(1)State and local taxes in Florida, Hawaii and New York City comprise the majority (greater than 50 percent) of the net cash taxes paid.

The following non-cash activities were excluded from the consolidated statements of cash flows:

•In 2025, we recorded non-cash operating activity transfers, net of $82 million related to the registrations for timeshare units under construction from Property and equipment, net to Inventory, pertaining to properties in Japan and Hawaii.

•In 2024, we recorded non-cash operating activity transfers, net of $271 million related to the registrations for timeshare units under construction for from Property and equipment, net to Inventory, pertaining to properties in Hawaii and South Carolina.

•In 2023, we completed the acquisition of Grand Islander, by exchanging 100% of the outstanding equity interests of Grand Islander for $117 million. The purchase price of $117 million included cash consideration and $4 million of non-cash consideration attributable to the effective settlement of a pre-existing relationship based on the contract value.

•In 2023, we recorded non-cash operating activity transfer of $20 million to Property and equipment, net, related to the purchase of units in South Carolina, of which $17 million was accrued within Accounts payable, accrued expenses and otherand the remaining $3 million was an inventory deposit in Other Assets.

•In 2023, we recorded non-cash operating activity transfers of $92 million related to the registrations for timeshare units under construction from Property and equipment, net to Inventory, pertaining to properties in Hawaii.