HGV 10-Q Quarterly Report June 30, 2025

HILTON GRAND VACATIONS INC.

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hgv-20250630

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________

FORM 10-Q

____________________________________________

(Mark One)

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

For the quarterly period ended June 30, 2025

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

For the transition period from_________ to ________

Commission file number 001-37794

____________________________________________

Hilton Grand Vacations Inc.

(Exact Name of Registrant as Specified in Its Charter)

____________________________________________


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


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

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

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

____________________________________________

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

HGV

New York Stock Exchange

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

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

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


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

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

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

The number of shares outstanding of the registrant’s common stock, par value $0.01 per share, as of July 24, 2025 was 89,168,731 .

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HILTON GRAND VACATIONS INC.

FORM 10-Q TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	49
Item 4.	Controls and Procedures	50

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	51
Item 1A.	Risk Factors	51
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	51
Item 3.	Defaults Upon Senior Securities	51
Item 4.	Mine Safety Disclosures	51
Item 5.	Other Information	51
Item 6.	Exhibits	52
	Signatures	53

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PART I FINANCIAL INFORMATION

Item 1. Financial Statements

HILTON GRAND VACATIONS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share and per share data)


	June 30, 2025		December 31, 2024
	(unaudited)
ASSETS
Cash and cash equivalents	$	269	$	328
Restricted cash	323		438
Accounts receivable, net	444		315
Timeshare financing receivables, net	2,979		3,006
Inventory	2,406		2,244
Property and equipment, net	828		792
Operating lease right-of-use assets, net	77		84
Investments in unconsolidated affiliates	74		73
Goodwill	1,985		1,985
Intangible assets, net	1,760		1,787

Other assets	593		390
TOTAL ASSETS (variable interest entities - $ 2,447 and $ 2,192 )	$	11,738	$	11,442
LIABILITIES AND EQUITY
Accounts payable, accrued expenses and other	$	1,216	$	1,125
Advanced deposits	235		226
Debt, net	4,574		4,601
Non-recourse debt, net	2,499		2,318
Operating lease liabilities	95		100
Deferred revenue	551		252
Deferred income tax liabilities	928		925
Total liabilities (variable interest entities - $ 2,486 and $ 2,318 )	10,098		9,547
Commitments and contingencies - see Note 18
Equity:
Preferred stock, $ 0.01 par value; 300,000,000 authorized shares, none issued or outstanding as of June 30, 2025 and December 31, 2024	—		—
Common stock, $ 0.01 par value; 3,000,000,000 authorized shares, 89,458,267 shares issued and outstanding as of June 30, 2025, and 96,720,179 shares issued and outstanding as of December 31, 2024	1		1
Additional paid-in capital	1,326		1,399
Accumulated retained earnings	167		352
Accumulated other comprehensive loss	( 5 )		—
Total stockholders' equity	1,489		1,752
Noncontrolling interest	151		143
Total equity	1,640		1,895
TOTAL LIABILITIES AND EQUITY	$	11,738	$	11,442

See notes to unaudited condensed consolidated financial statements.

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HILTON GRAND VACATIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(in millions, except per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenues
Sales of VOIs, net	$	469	$	471	$	847	$	909
Fee-for-service commissions, package sales and other fees	165		167		307		312
Financing	126		102		251		206
Resort and club management	183		171		366		337
Rental and ancillary services	195		195		382		376
Cost reimbursements	128		129		261		251
Total revenues	1,266		1,235		2,414		2,391
Expenses
Cost of VOI sales	38		65		63		113
Sales and marketing	479		453		904		854
Financing	54		44		109		83
Resort and club management	56		48		110		102
Rental and ancillary services	203		188		409		361
General and administrative	58		58		104		103
Acquisition and integration-related expense	26		48		54		157
Depreciation and amortization	59		68		126		130
License fee expense	52		40		101		75
Impairment expense	1		—		1		2
Cost reimbursements	128		129		261		251
Total operating expenses	1,154		1,141		2,242		2,231
Interest expense	( 79 )		( 87 )		( 156 )		( 166 )
Equity in earnings from unconsolidated affiliates	6		3		11		8
Other gain (loss), net	4		( 3 )		10		( 8 )
Income (loss) before income taxes	43		7		37		( 6 )
Income tax (expense) benefit	( 15 )		( 3 )		( 21 )		8
Net income	28		4		16		2
Net income attributable to noncontrolling interest	3		2		8		4
Net income (loss) attributable to stockholders	$	25	$	2	$	8	$	( 2 )
Earnings (loss) per share attributable to stockholders:
Basic	$	0.26	$	0.02	$	0.09	$	( 0.02 )
Diluted	$	0.25	$	0.02	$	0.08	$	( 0.02 )

See notes to unaudited condensed consolidated financial statements.

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HILTON GRAND VACATIONS INC.

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

(in millions)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Net income	$	28	$	4	$	16	$	2
Derivative instrument adjustments, net of tax	( 4 )		( 1 )		( 10 )		3
Foreign currency translation adjustments, net of tax	6		( 9 )		5		( 15 )
Other comprehensive income (loss), net of tax	2		( 10 )		( 5 )		( 12 )
Comprehensive income attributable to noncontrolling interest	3		2		8		4
Comprehensive income (loss) attributable to stockholders	$	27	$	( 8 )	$	3	$	( 14 )

See notes to unaudited condensed consolidated financial statements.

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HILTON GRAND VACATIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in millions)


	Six Months Ended June 30,
	2025		2024
Operating Activities
Net income	$	16	$	2
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	126		130
Amortization of deferred financing costs, acquisition premiums and other	37		63
Provision for financing receivables losses	180		159
Impairment expense	1		2
Other (gain) loss, net	( 10 )		8
Share-based compensation	35		27
Deferred income tax expense	6		—
Equity in earnings from unconsolidated affiliates	( 11 )		( 8 )
Return on investment in unconsolidated affiliates	5		—
Net changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable, net	( 123 )		15
Timeshare financing receivables, net	( 224 )		( 196 )
Inventory	( 63 )		( 31 )
Purchases and development of real estate for future conversion to inventory	( 61 )		( 50 )
Other assets	( 222 )		( 154 )
Accounts payable, accrued expenses and other	99		55
Advanced deposits	9		5
Deferred revenue	299		86

Net cash provided by operating activities	99		113
Investing Activities
Acquisitions, net of cash, cash equivalents and restricted cash acquired	—		( 1,444 )
Capital expenditures for property and equipment (excluding inventory)	( 29 )		( 17 )
Software capitalization costs	( 37 )		( 20 )

Other	—		( 1 )
Net cash used in investing activities	( 66 )		( 1,482 )
Financing Activities
Proceeds from debt	1,427		2,085
Proceeds from non-recourse debt	1,690		905
Repayment of debt	( 1,507 )		( 397 )
Repayment of non-recourse debt	( 1,511 )		( 1,231 )
Payment of debt issuance costs	( 13 )		( 51 )
Repurchase and retirement of common stock	( 300 )		( 199 )
Payment of withholding taxes on vesting of restricted stock units	( 8 )		( 21 )
Proceeds from employee stock plan purchases	8		5
Proceeds from stock option exercises	2		7

Other	( 1 )		( 2 )
Net cash (used in) provided by financing activities	( 213 )		1,101
Effect of changes in exchange rates on cash, cash equivalents and restricted cash	6		( 16 )
Net decrease in cash, cash equivalents and restricted cash	( 174 )		( 284 )
Cash, cash equivalents and restricted cash, beginning of period	766		885
Cash, cash equivalents and restricted cash, end of period	592		601
Less: Restricted cash	323		273
Cash and cash equivalents	$	269	$	328

See notes to unaudited condensed consolidated financial statements.

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HILTON GRAND VACATIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

(in millions)


	Common Stock			Additional Paid-in Capital		Accumulated Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interest		Total Equity
	Shares	Amount
Balance as of December 31, 2024	97	$	1	$	1,399	$	352	$	—	$	143	$	1,895

Net (loss) income	—	—		—		( 17 )		—		5		( 12 )
Activity related to share-based compensation	—	—		5		—		—		—		5

Foreign currency translation adjustments, net of tax	—	—		—		—		( 1 )		—		( 1 )
Derivative instrument adjustments, net of tax	—	—		—		—		( 6 )		—		( 6 )
Repurchase and retirement of common stock	( 4 )	—		( 53 )		( 97 )		—		—		( 150 )
Balance as of March 31, 2025	93	$	1	$	1,351	$	238	$	( 7 )	$	148	$	1,731
Net income	—	—		—		25		—		3		28
Activity related to share-based compensation	—	—		24		—		—		—		24
Employee stock plan issuance	—	—		8		—		—		—		8
Foreign currency translation adjustments, net of tax	—	—		—		—		6		—		6
Derivative instrument adjustments, net of tax	—	—		—		—		( 4 )		—		( 4 )
Repurchase and retirement of common stock	( 4 )	—		( 57 )		( 96 )		—		—		( 153 )
Balance as of June 30, 2025	89	$	1	$	1,326	$	167	$	( 5 )	$	151	$	1,640

See notes to unaudited condensed consolidated financial statements.

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	Common Stock			Additional Paid-in Capital		Accumulated Retained Earnings		Accumulated Other Comprehensive Income		Noncontrolling Interest		Total Equity
	Shares	Amount
Balance as of December 31, 2023	106	$	1	$	1,504	$	593	$	17	$	—	$	2,115
Acquisition of third-party equity interest in consolidated entity	—	—		—		—		—		158		158
Net (loss) income	—	—		—		( 4 )		—		2		( 2 )
Activity related to share-based compensation	1	—		( 4 )		—		—		—		( 4 )
Foreign currency translation adjustments, net of tax	—	—		—		—		( 6 )		—		( 6 )
Derivative instrument adjustments, net of tax	—	—		—		—		4		—		4
Repurchase and retirement of common stock	( 2 )	—		( 33 )		( 68 )		—		—		( 101 )
Balance as of March 31, 2024	105	$	1	$	1,467	$	521	$	15	$	160	$	2,164
Net income	—	—		—		2		—		2		4
Activity related to share-based compensation	—	—		17		—		—		—		17
Employee stock plan issuance	—	—		5		—		—		—		5
Foreign currency translation adjustments, net of tax	—	—		—		—		( 9 )		—		( 9 )
Derivative instrument adjustments, net of tax	—	—		—		—		( 1 )		—		( 1 )
Repurchase and retirement of common stock	( 3 )	—		( 33 )		( 67 )		—		—		( 100 )
Balance as of June 30, 2024	102	$	1	$	1,456	$	456	$	5	$	162	$	2,080

See notes to unaudited condensed consolidated financial statements.

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HILTON GRAND VACATIONS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION

Our Business

Hilton Grand Vacations Inc. (“Hilton Grand Vacations,” “we,” “us,” “our,” “HGV” or the “Company”) is a global timeshare company engaged in developing, marketing, selling, managing and operating timeshare resorts, timeshare plans and ancillary reservation services, primarily under the Hilton Grand Vacations brand. On January 17, 2024 (the “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 VOI purchases; operating resorts and timeshare plans; and managing our exchange programs.

As of June 30, 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, Virginia, and Nevada.

Basis of Presentation

The unaudited condensed consolidated financial statements presented herein include all of our assets, liabilities, revenues, expenses and cash flows as well as all entities in which we have a controlling financial interest. The determination of a controlling financial interest is based upon the terms of the governing agreements of the respective entities, including the evaluation of rights held by other interests. If the entity is considered to be a variable interest entity (“VIE”), we determine whether we are the primary beneficiary and then consolidate those VIEs for which we are the primary beneficiary. If the entity in which we hold an interest does not meet the definition of a VIE, we evaluate whether we have a controlling financial interest through our voting interests in the entity. We consolidate entities when we own more than 50% of the voting shares of a company or otherwise have a controlling financial interest, including Bluegreen/Big Cedar Vacations LLC (“Big Cedar”), a joint venture in which we are deemed to hold a controlling financial interest based on our 51 % equity interest, our active role as the day-to-day manager of its activities, and majority voting control of its management committee. 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 unaudited condensed 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 condensed 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 unaudited condensed consolidated financial statements reflect our financial position, results of operations and cash flows as prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). Certain information and disclosures normally included in financial statements presented in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Although we believe the disclosures made are adequate to prevent information presented from being misleading, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of and for the year ended December 31, 2024, included in our Annual Report on Form 10-K filed with the SEC on March 3, 2025.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and, accordingly, ultimate results could differ from those estimates. Interim results are not necessarily indicative of full year performance.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued 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 paid for taxes between federal, state, and foreign jurisdictions. The guidance is effective for fiscal years beginning

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after December 15, 2024. The guidance is to be applied prospectively, although retrospective application is permitted. The adoption of ASU 2023-09 is expected to impact disclosures only and not have an impact on our consolidated balance sheet and consolidated statement of income.

In November 2024, the FASB issued Accounting Standards Update 2024-03 (“ASU 2024-03”), Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . ASU 2024-03 provides amendments to improve disclosure requirements of specified information about certain costs and expenses, both on an interim and annual basis. The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The guidance should be applied either (1) prospectively or (2) retrospectively to any or all prior periods presented. The adoption of ASU 2024-03 is expected to impact disclosures only and not have an impact on our consolidated balance sheet and consolidated statement of income.

NOTE 3: BLUEGREEN ACQUISITION

On January 17, 2024, we completed the Bluegreen Acquisition in an all-cash transaction, with total consideration of approximately $ 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.

Pro Forma Results of Operations

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, 2024, the first day of our prior 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.


	Six Months Ended June 30,
($ in millions)	2024
Revenue	$	2,438
Net loss	( 1 )

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NOTE 4: REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenue

The following tables show our disaggregated revenues by product and segment from contracts with customers. We operate our business in the following two reportable segments: (i) Real estate sales and financing and (ii) Resort operations and club management . See Note 17: Business Segments for more information related to our segments.


($ in millions)	Three Months Ended June 30,				Six Months Ended June 30,
Real Estate Sales and Financing Segment	2025		2024		2025		2024
Sales of VOIs, net	$	469	$	471	$	847	$	909
Fee-for-service commissions, package sales and other fees	165		167		307		312
Interest income	114		88		229		184
Other financing revenue	12		14		22		22
Real estate sales and financing segment revenues	$	760	$	740	$	1,405	$	1,427


($ in millions)	Three Months Ended June 30,				Six Months Ended June 30,
Resort Operations and Club Management Segment	2025		2024		2025		2024
Club management	$	70	$	67	$	142	$	130
Resort management	113		104		224		207
Rental (1)	180		181		354		350
Ancillary services	15		14		28		26
Resort operations and club management segment revenues	$	378	$	366	$	748	$	713

(1) Excludes intersegment eliminations. See Note 17: Business Segments for additional information.

Receivables from Contracts with Customers, Contract Liabilities, and Contract Assets

Our accounts receivable that relate to our contracts with customers include amounts associated with our contractual right to consideration for completed performance obligations and are settled when the related cash is received. Accounts receivable are recorded when the right to consideration becomes unconditional and is only contingent on the passage of time. Our timeshare financing receivables consist of loans related to our financing of VOI sales that are secured by the underlying timeshare properties. See Note 6: Timeshare financing receivables for additional information.

The following table provides information on our contracts with customers which are included in Accounts receivable, net and Timeshare financing receivables, net , respectively, on our condensed consolidated balance sheets:


($ in millions)	June 30, 2025		December 31, 2024
Receivables from contracts with customers:
Accounts receivable, net	$	265	$	219
Timeshare financing receivables, net	2,979		3,006
Total	$	3,244	$	3,225

Contract liabilities include payments received or due in advance of satisfying our performance obligations. Such contract liabilities include advance deposits received on vacation packages for future stays at our resorts, deferred revenues related to sales of VOIs of projects under construction, club activation fees and annual dues, the liability for bonus points awarded to our customers for purchase of VOIs at our properties or properties under our fee-for-service arrangements that may be redeemed in the future, deferred maintenance fees and other deferred revenue.

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The following table presents the composition of our contract liabilities:


($ in millions)	June 30, 2025		December 31, 2024
Contract liabilities:
Advanced deposits	$	235	$	226
Deferred sales of VOIs of projects under construction	300		92
Club activation fees and annual dues	147		79
Bonus point incentive liability (1)	94		86
Deferred maintenance fees	25		12
Other deferred revenue	38		35

(1) The balance includes $ 53 million and $ 52 million of bonus point incentive liabilities included in Accounts payable, accrued expenses and other on our condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024, respectively. This liability is for incentives from VOI sales and sales and marketing expenses in conjunction with our fee-for-service arrangements.

Revenue earned for the three and six months ended June 30, 2025, that was included in the contract liabilities balance at December 31, 2024, was approximately $ 57 million and $ 158 million, respectively.

Contract assets relate to incentive fees that can be earned for meeting certain targets on sales of VOIs at properties under our fee-for-service arrangements; however, our right to consideration is conditional upon completing the requirements of the annual incentive fee period. Contract assets were $ 1 million and $ 3 million as of June 30, 2025 and December 31, 2024, respectively.

Transaction Price Allocated to Remaining Performance Obligations

Transaction price allocated to remaining performance obligations represents contract revenue that has not yet been recognized. Our contracts with remaining performance obligations primarily include (i) sales of VOIs under construction, (ii) club activation fees paid at closing of a VOI purchase, (iii) customers’ advanced deposits on vacation packages and (iv) bonus points that may be redeemed in the future.

Deferred VOI sales primarily include the deferred revenues of sales associated with projects under construction. The following table presents the deferred revenue, deferred cost of VOI sales and deferred direct selling costs from sales of VOIs related to projects under construction:


($ in millions)	June 30, 2025		December 31, 2024
Sales of VOIs, net	$	300	$	92
Cost of VOI sales	89		28
Sales and marketing expense	48		13

During the six months ended June 30, 2025, we deferred $ 208 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 June 30, 2025, upon their completion in 2026.

The following table includes the remaining transaction price related to our contract liabilities as of June 30, 2025:

($ in millions)

Remaining
Transaction Price

Recognition Period

Recognition Method

Advanced deposits

235

18 months

Upon customer stays

Club activation fees

7 years

Straight-line basis over average inventory holding period

Bonus point incentive liability

18 - 30 months

Upon redemption

Annual club dues

1 year

Straight-line basis

Maintenance fees

1 year

Straight-line basis

Other

1 year

Straight-line basis

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NOTE 5: ACCOUNTS RECEIVABLE

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


($ in millions)	June 30, 2025		December 31, 2024
Fee-for-service commissions	$	40	$	48
Real estate and financing	41		34
Resort and club operations	184		137
Tax receivables	171		89

Other receivables	8		7
Total	$	444	$	315

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 were as follows during the six months ended June 30, 2025:


($ in millions)	Fee-for-service commissions		Real estate and financing		Resort and club operations		Total
Balance as of December 31, 2024	$	24	$	49	$	1	$	74
Current period provision for expected credit losses	4		23		13		40
Write-offs charged against the allowance	( 5 )		( 10 )		—		( 15 )
Balance as of June 30, 2025	$	23	$	62	$	14	$	99

NOTE 6: TIMESHARE FINANCING RECEIVABLES

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

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


	Originated				Acquired
($ in millions)	June 30, 2025		December 31, 2024		June 30, 2025		December 31, 2024
Securitized	$	1,297	$	1,168	$	506	$	641
Unsecuritized (1)	1,914		1,764		309		443
Timeshare financing receivables, gross	$	3,211	$	2,932	$	815	$	1,084
Unamortized non-credit acquisition premium	—		—		46		62
Less: allowance for financing receivables losses	( 904 )		( 804 )		( 189 )		( 268 )
Timeshare financing receivables, net	$	2,307	$	2,128	$	672	$	878

(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 approximately $ 300 million of gross timeshare financing receivables and issued approximately $ 166 million 4.88 % notes, $ 87 million of 5.18 % notes, and $ 47 million 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. See Note 8: Consolidated Variable Interest Entities and Note 11: Debt and Non-recourse Debt for additional information on our securitizations.

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As of June 30, 2025 and December 31, 2024, we had timeshare financing receivables of $ 1,027 million and $ 455 million, respectively, securing the Timeshare Facility.

For our originated portfolio, we record an estimate of variable consideration for defaults as a reduction of revenue from financed VOI sales at the time revenue is recognized. We record the difference between the timeshare financing receivable and the variable consideration included in the transaction price for the sale of the related VOI as an allowance for financing receivables and record the receivable net of the allowance. For our acquired portfolio, any changes to the estimates of our allowance are recorded within Financing expense on our unaudited condensed consolidated statements of income in the period in which the change occurs.

We recognize interest income on our timeshare financing receivables as earned. As of June 30, 2025 and December 31, 2024, we had interest receivable outstanding of $ 22 million on our originated timeshare financing receivables. As of June 30, 2025 and December 31, 2024, we had interest receivable outstanding of $ 6 million and $ 7 million, respectively, on our acquired timeshare financing receivables. Interest receivable is included in Other Assets within our condensed consolidated balance sheets. The interest rate charged on the notes correlates to the risk profile of the customer at the time of purchase and the percentage of the purchase that is financed, among other factors. As of June 30, 2025, our originated timeshare financing receivables had interest rates ranging from 1.5 % to 25.8 %, a weighted-average interest rate of 15.0 %, a weighted-average remaining term of 8.7 years and maturities through 2040. 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 6.4 years and maturities through 2040.

We apply payments we receive for loans, including those in non-accrual status, to amounts due in the following order: servicing fees; interest; principal; and late charges. Once a loan is 91 days past due, we cease accruing interest and reverse the accrued interest recognized up to that point. We resume interest accrual for loans for which we had previously ceased accruing interest once the loan is less than 91 days past due. We fully reserve for a timeshare financing receivable in the month following the date that the loan is 121 days past due and, subsequently, we write off the uncollectible note against the reserve once the foreclosure process, which is governed by product type and local law, is complete.

Allowance for Financing Receivables Losses

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


($ in millions)	Originated		Acquired
Balance as of December 31, 2024	$	804	$	268
Provision for financing receivables losses (1)	167		13
Write-offs	( 84 )		( 132 )
Inventory recoveries	—		57
Upgrades (3)	17		( 17 )
Balance as of June 30, 2025	$	904	$	189


($ in millions)	Originated		Acquired
Balance as of December 31, 2023	$	500	$	279
Initial allowance for purchased credit deteriorated financing receivables acquired during the period (2)	—		191
Provision for financing receivables losses (1)	158		1
Write-offs	( 57 )		( 111 )
Inventory recoveries	—		45
Upgrades (3)	12		( 12 )
Balance as of June 30, 2024	$	613	$	393

(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 receivables.

(2) The initial allowance determined for receivables with credit deterioration was $ 197 million as of the Bluegreen 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 receivables. Upgraded Acquired receivables and their related allowance are included in the Originated portfolio.

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Originated Timeshare Financing Receivables

Our originated timeshare financing receivables as of June 30, 2025 mature as follows:


	Originated Timeshare Financing Receivables
($ in millions)	Securitized		Unsecuritized		Total
Year
2025 (remaining)	$	57	$	67	$	124
2026	122		132		254
2027	132		143		275
2028	142		155		297
2029	150		172		322
Thereafter	694		1,245		1,939
Total	$	1,297	$	1,914	$	3,211

Acquired Timeshare Financing Receivables with Credit Deterioration

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

The fair value of our acquired timeshare financing receivables as of each respective acquisition date was determined using a discounted cash flow method, which calculated a present value of expected future risk-adjusted cash flows over the remaining term of the respective timeshare financing receivables. Consequently, the fair value of the acquired timeshare financing receivables recorded on our unaudited condensed consolidated balance sheet as of the respective acquisition date included an estimate of expected financing receivable losses which became the historical cost basis for that portfolio going forward.

The allowance for financing receivable losses for our acquired timeshare financing receivables is remeasured at each period end and takes into consideration an estimated measure of anticipated defaults and early repayments. We consider historical timeshare financing receivables performance and the current economic environment in the re-measurement of the allowance for financing receivable losses for our acquired timeshare financing receivables. Subsequent changes to the allowance for acquired financing receivable losses are recorded within Financing expense on our unaudited condensed consolidated statements of income in the period in which the change occurs.

Our gross acquired timeshare financing receivables as of June 30, 2025 mature as follows:


	Acquired Timeshare Financing Receivables
($ in millions)	Securitized		Unsecuritized		Total
Year
2025 (remaining)	$	37	$	19	$	56
2026	75		40		115
2027	78		40		118
2028	74		41		115
2029	67		40		107
Thereafter	175		129		304
Total	$	506	$	309	$	815

Credit Quality of Timeshare Financing Receivables

We evaluate these portfolios collectively for purposes of estimating variable consideration, since we hold a large group of homogeneous timeshare financing receivables which are individually immaterial. We monitor the collectability of our receivables on an ongoing basis. There are no significant concentrations of credit risk with any individual counterparty or groups of counterparties. We use a technique referred to as static pool analysis as the basis for estimating expected defaults and determining our allowance for financing receivables losses on our timeshare financing receivables. For the static pool analysis, we use several years of default data through which we stratify our portfolio using certain key

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dimensions to stratify our portfolio 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 several factors, such as current and forward-looking economic conditions and industry trends, as well as the specific risk characteristics of the portfolio including assumed default rates, aging and historical write-offs of these receivables.

Originated Timeshare Financing Receivables

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


	Originated
	June 30, 2025
($ in millions)	HGV		Diamond		Grand Islander		Bluegreen		Total
FICO score
700+	$	996	$	523	$	33	$	465	$	2,017
600-699	350		306		7		129		792
<600	42		46		—		2		90
No score (1)	264		16		27		5		312
Total	$	1,652	$	891	$	67	$	601	$	3,211

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


	Originated
	December 31, 2024
($ in millions)	HGV		Diamond		Grand Islander		Bluegreen		Total
FICO score
700+	$	956	$	505	$	23	$	356	$	1,840
600-699	336		287		5		95		723
<600	41		42		—		2		85
No score (1)	249		11		21		3		284
Total	$	1,582	$	845	$	49	$	456	$	2,932

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

The following table details our gross originated timeshare financing receivables by the origination year and average FICO score as of June 30, 2025:


	Originated Timeshare Financing Receivables
($ in millions)	2025		2024		2023		2022		2021		Prior		Total
FICO score
700+	$	593	$	742	$	295	$	206	$	82	$	99	$	2,017
600-699	183		284		143		104		38		40		792
<600	16		28		19		15		6		6		90
No score (1)	70		126		48		24		12		32		312
Total	$	862	$	1,180	$	505	$	349	$	138	$	177	$	3,211

Current period gross write-offs	$	—	$	25	$	13	$	30	$	13	$	3	$	84

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

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As of June 30, 2025 and December 31, 2024, we had ceased accruing interest on originated timeshare financing receivables with an aggregate principal balance of $ 378 million and $ 323 million, respectively. The following tables detail an aged analysis of our gross timeshare receivables balance:


	Originated - Securitized
	June 30, 2025
($ in millions)	HGV		Diamond		Grand Islander		Bluegreen		Total
Current	$	748	$	318	$	12	$	168	$	1,246
31 - 90 days past due	16		11		—		6		33
91 - 120 days past due	5		4		—		2		11
121 days and greater past due	5		2		—		—		7
Total	$	774	$	335	$	12	$	176	$	1,297


	Originated - Unsecuritized
	June 30, 2025
($ in millions)	HGV		Diamond		Grand Islander		Bluegreen		Total
Current	$	673	$	386	$	51	$	400	$	1,510
31 - 90 days past due	17		17		1		9		44
91 - 120 days past due	8		6		—		3		17
121 days and greater past due	180		147		3		13		343
Total	$	878	$	556	$	55	$	425	$	1,914


	Originated - Securitized
	December 31, 2024
($ in millions)	HGV		Diamond		Grand Islander		Bluegreen		Total
Current	$	714	$	279	$	2	$	135	$	1,130
31 - 90 days past due	12		8		—		4		24
91 - 120 days past due	4		3		—		1		8
121 days and greater past due	4		2		—		—		6
Total	$	734	$	292	$	2	$	140	$	1,168


	Originated - Unsecuritized
	December 31, 2024
($ in millions)	HGV		Diamond		Grand Islander		Bluegreen		Total
Current	$	683	$	389	$	44	$	301	$	1,417
31 - 90 days past due	15		15		1		7		38
91 - 120 days past due	6		6		1		3		16
121 days and greater past due	144		143		1		5		293
Total	$	848	$	553	$	47	$	316	$	1,764

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Acquired Timeshare Financing Receivables

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


	Acquired
	June 30, 2025
($ in millions)	Legacy-Diamond		Legacy-Grand Islander		Legacy-Bluegreen		Total
FICO score
700+	$	106	$	36	$	296	$	438
600-699	81		11		158		250
<600	19		—		5		24
No score (1)	3		98		2		103
Total	$	209	$	145	$	461	$	815

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


	Acquired
	December 31, 2024
($ in millions)	Legacy-Diamond		Legacy-Grand Islander		Legacy-Bluegreen		Total
FICO score
700+	$	159	$	44	$	385	$	588
600-699	114		13		203		330
<600	25		—		8		33
No score (1)	9		120		4		133
Total	$	307	$	177	$	600	$	1,084

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

The following tables detail our gross acquired timeshare financing receivables by the origination year and average FICO score as of June 30, 2025:


	Acquired Timeshare Financing Receivables
($ in millions)	2025		2024		2023		2022		2021		Prior		Total
FICO score
700+	$	—	$	10	$	160	$	73	$	57	$	138	$	438
600-699	—		4		66		42		40		98		250
<600	—		—		2		—		4		18		24
No score (1)	—		—		23		17		11		52		103
Total	$	—	$	14	$	251	$	132	$	112	$	306	$	815

Current period gross write-offs	$	—	$	—	$	30	$	13	$	14	$	75	$	132

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

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As of June 30, 2025 and December 31, 2024, we had ceased accruing interest on acquired timeshare financing receivables with an aggregate principal balance of $ 158 million and $ 231 million, respectively. The following tables detail an aged analysis of our gross timeshare receivables balance:


	Acquired - Securitized
	June 30, 2025
($ in millions)	Legacy-Diamond		Legacy-Grand Islander		Legacy-Bluegreen		Total
Current	$	83	$	77	$	324	$	484
31 - 90 days past due	3		—		11		14
91 - 120 days past due	1		—		4		5
121 days and greater past due	1		1		1		3
Total	$	88	$	78	$	340	$	506


	Acquired - Unsecuritized
	June 30, 2025
($ in millions)	Legacy-Diamond		Legacy-Grand Islander		Legacy-Bluegreen		Total
Current	$	28	$	44	$	79	$	151
31 - 90 days past due	2		2		4		8
91 - 120 days past due	1		—		—		1
121 days and greater past due	90		21		38		149
Total	$	121	$	67	$	121	$	309


	Acquired - Securitized
	December 31, 2024
($ in millions)	Legacy-Diamond		Legacy-Grand Islander		Legacy-Bluegreen		Total
Current	$	104	$	84	$	418	$	606
31 - 90 days past due	4		1		17		22
91 - 120 days past due	1		—		8		9
121 days and greater past due	2		1		1		4
Total	$	111	$	86	$	444	$	641


	Acquired - Unsecuritized
	December 31, 2024
($ in millions)	Legacy-Diamond		Legacy-Grand Islander		Legacy-Bluegreen		Total
Current	$	36	$	68	$	112	$	216
31 - 90 days past due	2		2		5		9
91 - 120 days past due	1		1		2		4
121 days and greater past due	157		20		37		214
Total	$	196	$	91	$	156	$	443

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NOTE 7: INVENTORY

Inventory was comprised of the following:


($ in millions)	June 30, 2025		December 31, 2024
Completed unsold VOIs	$	2,012	$	1,898
Construction in process	393		345
Land, infrastructure and other	1		1
Total	$	2,406	$	2,244

For the six months ended June 30, 2025, we recorded non-cash operating activity transfers, net of $ 48 million related to the registrations for timeshare units under construction for a property in Japan from Property and equipment, net to Inventory . As VOI inventory is constructed, it is recorded into Property and equipment, net until such units are registered and made available for sale. Once registered and available for sale, the units are then transferred into Inventory .

The table below presents cost of sales true-ups relating to VOI products and the related impacts to the carrying value of inventory and cost of VOI sales:


	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2025		2024		2025		2024
Cost of sales true-up (1)	$	9	$	( 4 )	$	26	$	11

(1) For the three and six months ended June 30, 2025, and the six months ended June 30, 2024, the cost of sales true-up decreased cost of VOI sales and increased inventory. For the three months ended June 30, 2024, the cost of sales true-up increased cost of VOI sales and decreased inventory.

NOTE 8: CONSOLIDATED VARIABLE INTEREST ENTITIES

As of June 30, 2025, we consolidated 17 VIEs. The activities of these entities are limited primarily to purchasing qualifying non-recourse timeshare financing receivables from us and issuing debt securities and/or borrowing under a debt facility to facilitate such purchases. The timeshare financing receivables held by these entities are not available to our creditors and are not our legal assets, nor is the debt that is securitized through these entities a legal liability to us.

We have determined that we are the primary beneficiaries of these VIEs as we have the power to direct the activities that most significantly affect their economic performance. We are also the servicer of these timeshare financing receivables and we often replace or repurchase timeshare financing receivables that are in default at their outstanding principal amounts. Additionally, we have the right to receive benefits that could be significant to them. Only the assets of our VIEs are available to settle the obligations of the respective entities.

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


($ in millions)	June 30, 2025		December 31, 2024
Restricted cash	$	84	$	193
Timeshare financing receivables, net	2,302		1,975
Non-recourse debt, net	2,475		2,285

NOTE 9: INVESTMENTS IN UNCONSOLIDATED AFFILIATES

As of June 30, 2025 and December 31, 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. These two unconsolidated affiliates have aggregated debt balances of $ 359 million and $ 384 million as of June 30, 2025 and December 31, 2024, respectively. The debt is secured by their assets and is without recourse to us. Our maximum exposure to loss as a result of our investment interests in the two unconsolidated affiliates is primarily limited to (i) the carrying amount of the investments, which totaled $ 74 million and $ 73 million as of June 30, 2025 and December 31, 2024, respectively, and (ii) receivables for commission and other fees earned under fee-for-service arrangements. See Note 16: Related Party Transactions for additional information.

During the six months ended June 30, 2025, we received a cash distribution of $ 5 million from our investment in BRE Ace LLC. As of June 30, 2025, we had a $ 5 million receivable for a distribution from BRE Ace LLC, which is included in Accounts receivable, net in our unaudited condensed consolidated balance sheets.

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

NOTE 10: INTANGIBLE ASSETS

Intangible assets and related accumulated amortization were as follows:


	June 30, 2025
($ in millions)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trade name	$	48	$	( 25 )	$	23
Management contracts	1,866		( 542 )		1,324
Club member relationships	174		( 85 )		89
Capitalized software	330		( 187 )		143
Marketing agreements	154		( 16 )		138
Other contract-related intangible assets	50		( 7 )		43
Total	$	2,622	$	( 862 )	$	1,760

	December 31, 2024
($ in millions)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trade name	$	48	$	( 22 )	$	26
Management contracts	1,819		( 479 )		1,340
Club member relationships	174		( 76 )		98
Capitalized software	302		( 167 )		135
Marketing agreements	154		( 11 )		143
Other contract-related intangible assets	50		( 5 )		45
Total	$	2,547	$	( 760 )	$	1,787

Amortization expense on intangible assets was $ 52 million and $ 55 million for the three months ended June 30, 2025 and 2024, respectively, and $ 102 million and $ 106 million for the six months ended June 30, 2025 and 2024, respectively. No intangible impairment charges were recognized during the three and six months ended June 30, 2025 and 2024, respectively.

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NOTE 11: DEBT AND NON-RECOURSE DEBT

Debt

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


($ in millions)	June 30, 2025		December 31, 2024
Debt (1)
Senior secured credit facility
Term loan A with a rate of 5.977 %, due 2028	$	400	$	400
Term loan B with a rate of 6.327 %, due 2028	855		858
Term loan B with a rate of 6.327 %, due 2031	891		893
Revolver with a rate of 5.974 %, due 2030	160		233
Senior notes with a rate of 5.000 %, due 2029	850		850
Senior notes with a rate of 4.875 %, due 2031	500		500
Senior notes with a rate of 6.625 %, due 2032	900		900
Other debt (4)	84		38
Total debt, gross	4,640		4,672
Less: unamortized deferred financing costs and discounts (2)(3)(5)	( 66 )		( 71 )
Total debt, net	$	4,574	$	4,601

(1) As of June 30, 2025 and December 31, 2024, weighted-average interest rates were 5.991 % and 6.140 %, respectively.

(2) Amount includes unamortized deferred financing costs related to our term loans and senior notes of $ 38 million and $ 22 million, respectively, as of June 30, 2025 and $ 39 million and $ 25 million, respectively, as of December 31, 2024. This amount also includes unamortized original issuance discounts of $ 4 million and $ 5 million as of June 30, 2025 and December 31, 2024, respectively.

(3) Amount does not include unamortized deferred financing costs of $ 5 million and $ 3 million as of June 30, 2025 and December 31, 2024, respectively, related to our revolving facility which are included in Other assets in our condensed consolidated balance sheets.

(4) This amount includes $ 5 million and $ 6 million related to the recourse portion on the NBA Receivables Facility as of June 30, 2025 and December 31, 2024, respectively, which is generally limited to the greater of 15 % of the outstanding borrowings and $ 5 million, subject to certain exceptions.

(5) Amount also includes unamortized discount of $ 2 million related to the Bluegreen debt recognized at the Bluegreen Acquisition Date as of June 30, 2025 and December 31, 2024.

Senior secured credit facility

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 June 30, 2025, we had $ 46 million of letters of credit outstanding under the revolving credit facility and $ 1 million outstanding backed by cash collateral. We were in compliance with all applicable maintenance and financial covenants and ratios as of June 30, 2025. As of June 30, 2025, we have $ 794 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 June 30, 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 June 30, 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 are recorded at their estimated fair value as an asset in Other assets in our condensed consolidated balance sheets. As of June 30, 2025 and December 31, 2024, the estimated fair values of our cash flow hedges were $ 24 million and $ 37 million, respectively. We characterize payments we make in connection with these derivative instruments as interest expense and a reclassification of accumulated other comprehensive income for presentation purposes. We classify cash inflows and outflows from derivatives that hedge interest rate risk within operating activities in the unaudited condensed consolidated statements of cash flows.

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The following table reflects the activity, net of tax, in Accumulated other comprehensive loss related to our derivative instruments during the six months ended June 30, 2025:


	Net unrealized gain on derivative instruments
Balance as of December 31, 2024	$	28
Other comprehensive loss before reclassifications, net	( 4 )
Reclassifications to net loss	( 6 )
Balance as of June 30, 2025	$	18

Senior Notes due 2032

The Senior Notes due 2032 are guaranteed on a senior secured basis by certain of our subsidiaries. We were in compliance with all applicable financial covenants as of June 30, 2025.

Senior Notes due 2029 and 2031

The Senior Unsecured Notes are guaranteed on a senior unsecured basis by certain of our subsidiaries. We are in compliance with all applicable financial covenants as of June 30, 2025.

Non-recourse Debt

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


($ in millions)	June 30, 2025		December 31, 2024
Non-recourse debt (1)
Timeshare Facility with an average rate of 5.624 %, due 2027 (2)	$	730	$	428
HGV Securitized Debt 2018 with a weighted average rate of 3.602 %, due 2032	—		41
HGV Securitized Debt 2019 with a weighted average rate of 2.431 %, due 2033	39		48
HGV Securitized Debt 2022-1 with a weighted average rate of 4.304 %, due 2034	61		78
HGV Securitized Debt 2022-2 with a weighted average rate of 4.826 %, due 2037	104		129
HGV Securitized Debt 2023 with a weighted average rate of 5.937 %, due 2038	133		172
HGV Securitized Debt 2024-2 with a weighted average rate of 5.685 %, due 2038	251		302
HGV Securitized Debt 2024-1 with a weighted average rate of 6.419 %, due 2039	125		175
HGV Securitized Debt 2020 with a weighted average rate of 3.658 %, due 2039	57		67
HGV Securitized Debt 2024-3 with a weighted average rate of 5.182 %, due 2040	390		482
HGV Securitized Debt 2025-1 with a weighted average rate of 5.066 %, due 2042	300		—
Grand Islander Securitized Debt with a weighted average rate of 3.316 %, due 2033	30		37
Diamond Resorts Owner Trust 2021 with a weighted average rate of 2.160 %, due 2033	50		61
Bluegreen Securitized Debt 2018 with a weighted average rate of 4.019 %, due 2034	14		17
Bluegreen Securitized Debt 2020 with a weighted average rate of 2.597 %, due 2036	32		40
Bluegreen Securitized Debt 2022 with a weighted average rate of 4.599 %, due 2037	70		87
Bluegreen Securitized Debt 2023 with a weighted average rate of 6.321 %, due 2038	114		147
Quorum Purchase Facility with an average rate of 5.023 %, due 2034	5		6
NBA Receivables Facility with an average rate of 6.077 %, due 2031 (5)	24		33
Total non-recourse debt, gross	2,529		2,350
Less: unamortized deferred financing costs and discount (3)(4)(6)	( 30 )		( 32 )
Total non-recourse debt, net	$	2,499	$	2,318

(1) As of June 30, 2025 and December 31, 2024, weighted-average interest rates were 5.258 % and 5.235 %, respectively.

(2) 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.

(3) Amount relates to securitized debt only and does not include unamortized deferred financing costs of $ 1 million and $ 2 million as of June 30, 2025 and December 31, 2024, respectively, relating to our Timeshare Facility included in Other Assets in our condensed consolidated balance sheets.

(4) Amount includes unamortized discounts of $ 8 million and $ 11 million as of June 30, 2025 and December 31, 2024, respectively, related to the Grand Islander securitized debt and Bluegreen securitized and non-recourse debt recognized at the respective acquisition dates.

(5) 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.

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(6) Amount includes unamortized deferred financing costs of $ 22 million and $ 21 million as of June 30, 2025 and December 31, 2024, respectively, related to HGV securitized debt.

In June 2025, we completed a securitization of approximately $ 300 million of gross timeshare financing receivables and issued approximately $ 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.

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 June 30, 2025, our Timeshare Facility has a remaining borrowing capacity of $ 120 million.

During the six months ended June 30, 2025, we repaid $ 1,088 million on the Timeshare Facility and $ 423 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 $ 84 million and $ 193 million as of June 30, 2025 and December 31, 2024, respectively, and were included in Restricted cash in our condensed consolidated balance sheets.

Debt Maturities

The contractual maturities of our debt and non-recourse debt as of June 30, 2025 were as follows:


($ in millions)	Debt		Non-recourse Debt		Total
Year
2025 (remaining six months)	$	16	$	239	$	255
2026	27		393		420
2027	26		1,049		1,075
2028	1,243		251		1,494
2029	870		200		1,070
Thereafter	2,458		397		2,855
Total	$	4,640	$	2,529	$	7,169

NOTE 12: FAIR VALUE MEASUREMENTS

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


	June 30, 2025
			Fair Value
($ in millions)	Carrying Amount		Level 1		Level 3
Assets:
Timeshare financing receivables, net (1)	$	2,979	$	—	$	3,271
Liabilities:
Debt, net (2)	4,574		4,335		259
Non-recourse debt, net (2)	2,499		1,780		748

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	December 31, 2024
			Fair Value
($ in millions)	Carrying Amount		Level 1		Level 3
Assets:
Timeshare financing receivables, net (1)	$	3,006	$	—	$	3,203
Liabilities:
Debt, net (2)	4,601		4,309		283
Non-recourse debt, net (2)	2,318		1,873		446

(1) Carrying amount net of allowance for financing receivables losses.

(2) Carrying amount net of unamortized deferred financing costs and discounts.

Our estimates of the fair values were determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop the estimated fair values. The table above excludes interest rate swaps discussed below and cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses and other and advanced deposits, all of which had fair values approximating their carrying amounts due to the short maturities and liquidity of these instruments.

The estimated fair values of our 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. Refer to Note 11: Debt and Non-recourse Debt above.

The estimated fair values of our Level 1 debt and non-recourse debt were based on prices in active debt markets. The estimated fair values of our Level 3 debt and non-recourse debt were based on the following:

• Debt – based on indicative quotes obtained for similar issuances and projected future cash flows discounted at risk-adjusted rates.

• Non-recourse debt – based on projected future cash flows discounted at risk-adjusted rates.

NOTE 13: INCOME TAXES

The effective tax rate for the three months ended June 30, 2025 and 2024 was approximately 38 % and 60 %, respectively. The effective tax rate for the six months ended June 30, 2025 and 2024 was approximately 72 % and 80 %. The effective tax rate decrease quarter over quarter is primarily due to overall change in earnings. The effective tax rate decrease year over year is primarily due to discrete items partially offset by the jurisdictional mix and overall change in earnings. The difference between our effective tax rate as compared to the U.S. statutory federal tax rate of 21% is primarily due to state and foreign income taxes, the jurisdictional mix of earnings, and discrete items, which are primarily related to unrecognized tax benefits and the Bluegreen Acquisition.

On July 4, 2025, the United States enacted tax reform legislation commonly known as the One Big Beautiful Bill Act (the “Act”), resulting in significant modifications to existing law. These changes include provisions that allow for accelerated tax deductions for qualified property and research expenditures. We are currently evaluating the impact of the Act to our condensed consolidated financial statements.

NOTE 14: SHARE-BASED COMPENSATION

Stock Plan

The 2023 Omnibus Incentive Plan (“2023 Plan”) authorizes the issuance of restricted stock units (“Service RSUs” or “RSUs”), nonqualified stock options (“Options”), time and performance-vesting restricted stock units (“Performance RSUs” or “PSUs”), and stock appreciation rights (“SARs”) to certain employees and directors. As of June 30, 2025, there were 2,593,223 shares of common stock available for future issuance under the 2023 plan. We recognized share-based compensation expense of $ 22 million and $ 17 million for the three months ended June 30, 2025 and 2024 and $ 34 million and $ 26 million for the six months ended June 30, 2025 and 2024. On June 30, 2025, the second tranche of the Performance Cash Awards vested and were payable to certain executive officers and employees. These performance cash awards were included within Acquisition and integration-related expense in our condensed consolidated statements of income.

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As of June 30, 2025, unrecognized compensation cost for unvested awards was approximately $ 75 million, which is expected to be recognized over a weighted average period of 1.9 years.

Service RSUs

During the six months ended June 30, 2025, we issued 969,592 Service RSUs with a weighted-average grant date fair value of $ 40.85 , which vest in annual installments over three years from the date of grant, subject to the individual’s continued employment through the applicable vesting date.

Options

During the six months ended June 30, 2025 , we did not grant any Options. As of June 30, 2025, we had 2,155,115 Options outstanding that were exercisable.

Performance RSUs

During the six months ended June 30, 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.

We determined that the performance conditions for our Performance RSUs are probable of achievement, and we recognized compensation expense based on the number of Performance RSUs we expect to vest.

Employee Stock Purchase Plan

In March 2017, the Board of Directors adopted the Hilton Grand Vacations Inc. Employee Stock Purchase Plan (the “ESPP”), which became effective during 2017 and was subsequently amended in 2022. In connection with the ESPP, we reserved 2.5 million shares of common stock which may be purchased under the ESPP. The ESPP allows eligible employees to purchase shares of our common stock at a price per share not less than 85 % of the fair market value per share of common stock on the first day of the Purchase Period or the last day of the Purchase Period, whichever is lower, up to a maximum threshold established by the plan administrator for the offering period. During the three and six months ended June 30, 2025, we recognized less than $ 1 million and $ 1 million of compensation expense related to this plan, respectively. During the three and six months ended June 30, 2024, we recognized less than $ 1 million of compensation expense related to this plan, respectively.

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NOTE 15: EARNINGS PER SHARE

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


	Three Months Ended June 30,				Six Months Ended June 30,
($ and shares outstanding in millions, except per share amounts)	2025		2024		2025		2024
Basic EPS:
Numerator:
Net income (loss) attributable to stockholders	$	25	$	2	$	8	$	( 2 )
Denominator:
Weighted average shares outstanding	91.2		103.4		93.3		104.3
Basic EPS (1)	$	0.26	$	0.02	$	0.09	$	( 0.02 )
Diluted EPS:
Numerator:
Net income (loss) attributable to stockholders	$	25	$	2	$	8	$	( 2 )
Denominator:
Weighted average shares outstanding	92.2		104.3		94.5		104.3
Diluted EPS (1)	$	0.25	$	0.02	$	0.08	$	( 0.02 )

Basic weighted average shares outstanding	91.2		103.4		93.3		104.3
RSUs (2) , PSUs (3) , Options (4) and ESPP	1.0		0.9		1.2		—
Diluted weighted average shares outstanding	92.2		104.3		94.5		104.3

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

(2) Excludes approximately 957,000 and 740,000 shares of RSUs that would have been anti-dilutive to EPS under the treasury stock method for the three and six months ended June 30, 2025, respectively. Also excludes approximately 220,000 shares of RSUs that would have been anti-dilutive to EPS under the treasury stock method for the three months ended June 30, 2024. These RSUs could potentially dilute EPS in the future.

(3) Excludes approximately 243,000 and 1,000 shares of PSUs that would have been anti-dilutive to EPS under the treasury stock method for the three and six months ended June 30, 2025, respectively. Also excludes approximately 14,000 shares of PSUs that would have been anti-dilutive to EPS under the treasury stock method for the three months ended June 30, 2024. These PSUs could potentially dilute EPS in the future.

(4) Excludes approximately 1,649,000 and 1,195,000 shares of Options that would have been anti-dilutive to EPS under the treasury stock method for the three and six months ended June 30, 2025, respectively. Also excludes approximately 1,212,000 shares of Options that would have been anti-dilutive to EPS under the treasury stock method for the three months ended June 30, 2024. These Options could potentially dilute EPS in the future.

Potentially dilutive shares of 1,239,081 for the six months ended June 30, 2024 were excluded from the calculation of diluted weighted average shares outstanding and diluted earnings per share as a result of our net loss position.

Share Repurchases

The following table summarizes stock repurchase activity under the current and previous share repurchase programs as of June 30, 2025:


(in millions)	Shares	Cost
As of December 31, 2024	41	$	1,549
Repurchases	8	300
As of June 30, 2025	49	$	1,849

From July 1, 2025 through July 24, 2025, we repurchased approximately 0.6 million shares for $ 29 million. As of July 24, 2025, we had $ 98 million of remaining availability under the 2024 Repurchase Plan.

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NOTE 16: 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 Holding, 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 unaudited condensed consolidated statements of income. See Note 9: Investments in Unconsolidated Affiliates for additional information. Additionally, we earn commissions and other fees related to fee-for-service agreements with the investees to sell VOIs at 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 unaudited condensed consolidated statements of income as of the date they became related parties.


	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2025		2024		2025		2024
Equity in earnings from unconsolidated affiliates	$	6	$	3	$	11	$	8
Commissions and other fees	39		44		78		80

As of December 31, 2024, we had $ 5 million of outstanding receivables related to these fee-for-service agreements included in Accounts receivable, net on our condensed consolidated balance sheets. As of June 30, 2025, we had no outstanding receivables.

NOTE 17: BUSINESS SEGMENTS

We operate our business through the following two reportable segments based on the nature of the products and services provided:

• Real estate sales and financing – We market and sell VOIs that we own. We also source VOIs through fee-for-service agreements with third-party developers. Related to the sales of the VOIs that we own, we provide consumer financing, which includes interest income generated from the origination of consumer loans to customers to finance their purchase of VOIs and revenue from servicing the loans. We also generate fee revenue from servicing the loans provided by third-party developers to purchasers of their VOIs.

• Resort operations and club management – We manage the clubs and earn activation fees, annual dues and transaction fees from member exchanges for other vacation products. We also earn fees for managing the timeshare properties. We generate rental revenue from unit rentals of unsold inventory and inventory made available due to ownership exchanges under our club programs. We also earn revenue from food and beverage, retail and spa outlets at our timeshare properties.

Our chief operating decision maker “CODM” is our Chief Executive Officer. The CODM is our primary decision maker and is responsible for allocating resources to the components of the company and assessing company performance. The CODM uses Adjusted EBITDA to allocate resources (including employees and financial or capital resources) in the budgeting and forecasting process as well as assess performance and profitability for each segment. The performance of our operating segments, which are also our reportable segments, is evaluated based on adjusted earnings before interest expense (excluding non-recourse debt), taxes, depreciation and amortization (“EBITDA”). We define Adjusted EBITDA as EBITDA, further adjusted to exclude certain items, including, but not limited to, gains, losses and expenses in connection with: (i) other gains, 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.

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The table below presents revenues for our reportable segment results which include the acquired Bluegreen operations within both segments as of the Bluegreen Acquisition Date, reconciled to consolidated amounts:


	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2025		2024		2025		2024
Revenues:
Real estate sales and financing	$	760	$	740	$	1,405	$	1,427
Resort operations and club management (1)	405		386		796		746
Total segment revenues	1,165		1,126		2,201		2,173
Cost reimbursements	128		129		261		251
Intersegment eliminations (1)	( 27 )		( 20 )		( 48 )		( 33 )
Total revenues	$	1,266	$	1,235	$	2,414	$	2,391

(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.

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The following tables present Adjusted EBITDA for our reportable segments:


For the three months ended June 30, 2025	Real Estate and Financing			Resort Operations and Club Management			Total
Revenues from external customers	$	760		$	378		$	1,138
Intersegment revenues	—			27			27
Total segment revenues	760			405			1,165		(a)
Less:
Cost of VOI Sales	38			—			38
Selling expense	206			—			206
Marketing expense	265			—			265
Financing expense	54			—			54
Club expense	—			21			21
Property management expense	—			35			35
Rental expense	—			191			191
Other expenses	8			12			20
Total segment expenses	571		(b)	259		(c)	830
Other:
Share-based compensation expense	5			3			8
Other segment adjustment items	9			—			9		(d)
Intersegment elimination	( 27 )			—			( 27 )		(a)
Segment Adjusted EBITDA	$	176		$	149		$	325


For the six months ended June 30, 2025	Real Estate and Financing			Resort Operations and Club Management			Total
Revenues from external customers	$	1,405		$	748		$	2,153
Intersegment revenues	—			48			48
Total segment revenues	1,405			796			2,201		(a)
Less:
Cost of VOI Sales	63			—			63
Selling expense	401			—			401
Marketing expense	495			—			495
Financing expense	109			—			109
Club expense	—			41			41
Property management expense	—			69			69
Rental expense	—			386			386
Other expenses	8			23			31
Total segment expenses	1,076		(b)	519		(c)	1,595
Other:
Share-based compensation expense	9			5			14
Other segment adjustment items	19			—			19		(d)
Intersegment elimination	( 48 )			—			( 48 )		(a)
Segment Adjusted EBITDA	$	309		$	282		$	591

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

(b) Consists of Costs of VOI Sales , Sales and Marketing , and Financing expense on the condensed consolidated statements of income.

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

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

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For the three months ended June 30, 2024	Real Estate and Financing			Resort Operations and Club Management			Total
Revenues from external customers	$	740		$	366		$	1,106
Intersegment revenues	—			20			20
Total segment revenues	740			386			1,126		(a)
Less:
Cost of VOI Sales	65			—			65
Selling expense	180			—			180
Marketing expense	238			—			238
Financing expense	44			—			44
Club expense	—			21			21
Property management expense	—			27			27
Rental expense	—			177			177
Other expenses	35			11			46
Total segment expenses	562		(b)	236		(c)	798
Other:
Share-based compensation expense	3			2			5
Other segment adjustment items	32			—			32		(d)
Intersegment elimination	( 20 )			—			( 20 )		(a)
Segment Adjusted EBITDA	$	193		$	152		$	345


For the six months ended June 30, 2024	Real Estate and Financing			Resort Operations and Club Management			Total
Revenues from external customers	$	1,427		$	713		$	2,140
Intersegment revenues	—			33			33
Total segment revenues	1,427			746			2,173		(a)
Less:
Cost of VOI Sales	113			—			113
Selling expense	338			—			338
Marketing expense	450			—			450
Financing expense	83			—			83
Club expense	—			41			41
Property management expense	—			61			61
Rental expense	—			340			340
Other expenses	66			21			87
Total segment expenses	1,050		(b)	463		(c)	1,513
Other:
Share-based compensation expense	6			3			9
Other segment adjustment items	49			—			49		(d)
Intersegment elimination	( 33 )			—			( 33 )		(a)
Segment Adjusted EBITDA	$	399		$	286		$	685

(b) Consists of Costs of VOI Sales , Sales and Marketing , and Financing expense on the condensed consolidated statements of income.

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

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


	Three Months Ended June 30,				Six Months Ended June 30,
($ in millions)	2025		2024		2025		2024
Adjusted EBITDA:
Real estate sales and financing (1)	$	176	$	193	$	309	$	399
Resort operations and club management (1)	149		152		282		286
Segment Adjusted EBITDA	325		345		591		685
Acquisition and integration-related expense	( 26 )		( 48 )		( 54 )		( 157 )
General and administrative	( 58 )		( 58 )		( 104 )		( 103 )
Depreciation and amortization	( 59 )		( 68 )		( 126 )		( 130 )
License fee expense	( 52 )		( 40 )		( 101 )		( 75 )
Other gain (loss), net	4		( 3 )		10		( 8 )
Interest expense	( 79 )		( 87 )		( 156 )		( 166 )
Income tax (expense) benefit	( 15 )		( 3 )		( 21 )		8
Equity in earnings from unconsolidated affiliates	6		3		11		8
Impairment expense	( 1 )		—		( 1 )		( 2 )
Other adjustment items (2)	( 17 )		( 37 )		( 33 )		( 58 )
Net income	28		4		16		2
Net income attributable to noncontrolling interest	3		2		8		4
Net income (loss) attributable to stockholders	$	25	$	2	$	8	$	( 2 )

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

(2) These amounts include costs associated with share-based compensation, restructuring, one-time charges and other non-cash items included within our reportable segments.

The following table presents total assets for our reportable segments, reconciled to consolidated amounts:


($ in millions)	June 30, 2025		December 31, 2024
Real estate sales and financing	$	7,497	$	7,349
Resort operations and club management	3,387		3,163
Total segment assets	10,884		10,512
Corporate	854		930
Total assets	$	11,738	$	11,442

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


	Six Months Ended June 30,
($ in millions)	2025		2024
Real estate sales and financing	$	76	$	59
Resort operations and club management	1		1
Total segment capital expenditures	77		60
Corporate	28		20
Total capital expenditures	$	105	$	80

NOTE 18: COMMITMENTS AND CONTINGENCIES

Bass Pro Shops Marketing Agreement Commitments

In November 2023, we entered into a 10-year exclusive marketing agreement with Bass Pro Shops (“Bass Pro”), a nationally-recognized retailer of fishing, marine, hunting, camping and sports gear, that provides us with the right to market

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and sell vacation packages at kiosks in Bass Pro’s and Cabela’s retail locations and through other means. This agreement became effective on the Bluegreen Acquisition Date. As a part of this agreement, we are required to make certain minimum annual payments and certain variable payments based upon the number of travel packages sold during the year or the number of Bass Pro and Cabela’s retail locations HGV maintains during the year.

As of June 30, 2025, HGV had sales and marketing operations at a total of 140 Bass Pro Shops and Cabela’s Stores, including 8 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 June 30, 2025, we were committed to purchase approximately $ 256 million of inventory over a period of 10 years and $ 20 million of other commitments in the normal course of business. We are also committed to an agreement to exchange parcels of land in Hawaii, subject to the successful completion of zoning, land use requirements and other applicable regulatory requirements. The actual amount and timing of the acquisitions are subject to change pursuant to the terms of the respective arrangements, which could also allow for cancellation in certain circumstances.

During the six months ended June 30, 2025, we fulfilled $ 26 million of purchases required under our inventory commitments. As of June 30, 2025, our remaining obligations pursuant to these arrangements were expected to be incurred as follows:


($ in millions)	2025 (remaining)		2026		2027		2028		2029		Thereafter		Total

Marketing and license fee agreements	$	26	$	37	$	38	$	38	$	38	$	134	$	311
Inventory purchase obligations (1)(2)(3)	15		37		8		53		44		99		256
Other commitments (4)	8		7		1		2		2		—		20
Total	$	49	$	81	$	47	$	93	$	84	$	233	$	587

(1) Commitments for a 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. The proposed acquisition is subject to certain approvals pursuant to the terms of the Sale and Purchase Agreement, which is expected in the third quarter of 2025.

(4) Primarily relates to commitments related to information technology and sponsorships.

Litigation Contingencies

We are involved in litigation arising from the normal course of business, some of which includes claims for substantial sums. We evaluate these legal proceedings and claims at each balance sheet date to determine the degree of probability of an unfavorable outcome and, when it is probable that a liability has been incurred, our ability to reasonably estimate the amount of loss. We record a contingent litigation liability when it is determined that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. As of June 30, 2025 and December 31, 2024, we accrued liabilities of approximately $ 10 million and $ 7 million, respectively, 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. See Note 10: Intangibles and Note 11: Debt and Non-recourse Debt for additional information. 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

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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.

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 $ 538 million as of June 30, 2025, which primarily consist of escrow and subsidy related bonds.

NOTE 19: SUBSEQUENT EVENTS

On July 11, 2025, we completed a term securitization of approximately ¥ 9.5 billion of timeshare loans through Hilton Grand Vacations Japan Trust 2025-1 (“the Trust” or “SMRAI”), with a coupon rate of 1.41 %. One class of notes were issued by the Trust, and the collateralized timeshare notes are domiciled in Japan. The proceeds will primarily be used for general corporate purposes.

On July 29, 2025, our Board of Directors approved a new share repurchase program authorizing us to repurchase up to an aggregate of $ 600 million of its outstanding shares of common stock over a two-year period, which is in addition to the amount remaining under the current 2024 Repurchase Plan . Repurchases may be conducted in the open market, in privately negotiated transactions or such other manner as determined by us, including through repurchase plans complying with the rules and regulations of the SEC. The timing and actual number of shares repurchased under any share repurchase plan will depend on a variety of factors, including the stock price, available liquidity and market conditions. The shares are retired upon repurchase. The share repurchase plans do not obligate HGV to repurchase any dollar amount or number of shares of common stock, and they may be suspended or discontinued at any time.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the year ended December 31, 2024.

Cautionary Note Regarding Forward-Looking Statements

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

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

For additional information regarding factors that could cause HGV’s actual results to differ materially from those expressed or implied in the forward-looking statements in this Quarterly Report on Form 10-Q, please see the risk factors discussed in “Part I—Item 1A. Risk Factors” and the Summary of Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as supplemented and updated by the risk factors described from time to time in other periodic reports that we file with the SEC. There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our business. Except for HGV’s ongoing obligations to disclose material information under the federal securities laws, we undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, changes in management’s expectations, or otherwise.

Terms Used in this Quarterly Report on Form 10-Q

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

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

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

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

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

“VOI” refers to vacation ownership intervals and interests.

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

Non-GAAP Financial Measures

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

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

Operational Metrics

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

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

Overview

Our Business

We are a global timeshare company engaged in developing, marketing, selling, managing and operating timeshare resorts, timeshare plans and ancillary reservation services, primarily under the Hilton Grand Vacations brands. On January 17, 2024 (the “Bluegreen Acquisition Date”), we completed the acquisition of Bluegreen Vacations Holding Corporation (“Bluegreen”) (the “Bluegreen Acquisition”).

Our operations primarily consist of: selling VOIs for us and third parties; financing and servicing loans provided to consumers for their VOI purchases; operating resorts and timeshare plans; and managing our exchange programs through which our members may receive HGV Max benefits. Together our timeshare plans and exchange programs are collectively referred to as “Clubs”.

As of June 30, 2025, we have 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, Virginia, and Nevada. Our properties feature spacious, condominium-style accommodations with superior amenities and quality service. We have rebranded many of the Diamond properties, and we expect to continue this process for a majority of the remaining Diamond properties. During 2025, we anticipate rebranding certain Bluegreen properties to Hilton Grand Vacations brands upon meeting Hilton brand standards.

As of June 30, 2025, we had approximately 725,000 members across our Club offerings. Based on the type of Club membership, members have the flexibility to exchange their VOIs for stays at Hilton Grand Vacations resorts, properties in the Hilton system of 24 industry-leading brands across approximately 8,600 properties, or affiliated properties, as well as numerous experiential vacation options, such as cruises and guided tours, or they have the option to exchange their VOI for various other timeshare resorts throughout the world through an external exchange program, including travel services options.

Our Segments

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

Real Estate Sales and Financing

Our deeded VOI product that we market and sell is fee-simple, deeded in perpetuity and right to use real estate interests, developed either by us or by third parties. This ownership interest is generally equivalent to one week on an annual or biennial basis, at the timeshare resort in which the VOI is located.

Our trust VOI product that we market and sell is a beneficial interest in one of our Collections, which are represented by an annual or biennial allotment of points that can be utilized for vacations at any of the resorts in that Collection. In general, purchasers of a VOI in a collection do not acquire a direct ownership interest in the resort properties in the Collection. Rather, for each Collection, one or more trustees hold legal title to the deeded fee simple real estate interests or the functional equivalent, or, in some cases, leasehold real estate interests for the benefit of the respective Collection’s association members in accordance with the applicable agreements.

Through the Bluegreen Acquisition, we also offer a points-based use right in perpetuity coupled with a freehold estate whereby upon purchase of a VOI, the purchaser directs conveyance of the VOI to the trustee of the Bluegreen Vacation Club who holds the timeshare interest pursuant to the Bluegreen Vacation Club Trust Agreement, dated as of May 18, 1994. At the time of conveyance of the timeshare interest, the purchaser becomes a member and is designated an “Owner Beneficiary” of the Bluegreen Vacation Club. Bluegreen Vacation Club members may use their allotment of points for stays at Bluegreen’s resorts or other hotels and resorts available through partnerships and exchange networks.

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

For the six months ended June 30, 2025, sales from fee-for-service and just-in-time inventory were 16%, and 11% of contract sales, respectively. See “ Key Business and Financial Metrics — Real Estate Sales Operating Metrics ” for additional discussion of contract sales. The estimated contract sales value related to our inventory that is currently available for sale at open or soon-to-be open projects and inventory at new or existing projects that will be made available for sale is $13.3 billion at current pricing. Capital efficient arrangements, comprised of our fee-for-service and just-in-time inventory, represented approximately 28% of that supply. We believe that the visibility into our long-term supply allows us to efficiently manage inventory to meet predicted sales, reduce capital investments, minimize our exposure to the cyclicality of the real estate market and mitigate the risks of entering into new markets.

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

With the Bluegreen Acquisition, our marketing and sales activities also include marketing relationships with nationally-recognized consumer brands such as Bass Pro, a fishing, marine, hunting, camping and sports gear retailer, and Choice Hotels. HGV is party to an exclusive marketing agreement with Bass Pro that provides HGV with the right to market and sell vacation packages at kiosks in Bass Pro’s and Cabela’s retail locations and through other means. This agreement became effective on the Bluegreen Acquisition Date. As of June 30, 2025, HGV had sales and marketing operations at a total of 140 Bass Pro Shops and Cabela’s Stores, including 8 virtual kiosks. Additionally, the joint venture between HGV and Bass Pro includes four high-end wilderness resorts under the Big Cedar Lodge brand. We also assumed an exclusive strategic relationship with Choice Hotels that involves several areas of its business, including a sales and marketing alliance that enables us to leverage Choice Hotels’ brands, customer relationships and marketing channels to sell vacation packages.

Tour flow quality impacts key metrics such as close rate and VPG, defined in “ Key Business and Financial Metrics—Real Estate Sales Operating Metrics .” Additionally, the quality of tour flow impacts sales revenue and the collectability of our timeshare financing receivables. For the six months ended June 30, 2025, 74% of our contract sales were to our existing owners, compared to 71% for the six months ended June 30, 2024.

We provide financing for members purchasing our developed and acquired inventory and generate interest income on the loans. Our timeshare financing receivables are collateralized by the underlying VOIs and are generally structured as 10-year , fully-amortizing loans that bear a fixed interest rate typically ranging from 2.5% to 25% per annum. Financing propensity was 65% for both the six months ended June 30, 2025 and 2024, respectively. We calculate financing propensity as contract sales volume of financed contracts originated in the period divided by all contract sales volume originated in the period.

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


	Six Months Ended June 30,
	2025	2024
Weighted-average FICO score	737	738

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

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Some of our timeshare financing receivables have been pledged as collateral in our securitization transactions, which have in the past and may in the future provide funding for our business activities. In these securitization transactions, special purpose entities are established to issue various classes of debt securities which are generally collateralized by a single pool of assets consisting of timeshare financing receivables that we service and related cash deposits. For additional information see Note 6: Timeshare Financing Receivables in our unaudited condensed consolidated financial statements.

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

Resort Operations and Club Management

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

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

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

Key Business and Financial Metrics

Real Estate Sales Operating Metrics

We measure our performance using the following key operating metrics:

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

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

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

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EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders

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

Adjusted EBITDA, presented herein, is calculated as EBITDA, as previously defined, further adjusted to exclude certain items, including, but not limited to, gains, losses and expenses in connection with: (i) other gains, including asset dispositions and foreign currency transactions; (ii) debt restructurings/retirements; (iii) non-cash impairment losses; (iv) share-based and other compensation expenses; and (v) other items, including but not limited to costs associated with acquisitions, restructuring, amortization of premiums and discounts resulting from purchase accounting, and other non-cash and one-time charges.

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

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

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

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

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

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

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

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

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

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

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

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

See below under “Segment Results” for reconciliation of our EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders to net income (loss) attributable to stockholders and net income (loss), our most comparable U.S. GAAP financial measures.

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Non-GAAP Measures within Our Segments

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

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

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

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

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

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

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

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Results of Operations

Three and Six Months Ended June 30, 2025 Compared with the Three and Six Months Ended June 30, 2024

Segment Results

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


	Three Months Ended June 30,				Variance			Six Months Ended June 30,				Variance
($ in millions)	2025		2024		$		%	2025		2024		$		%
Revenues:
Real estate sales and financing	$	760	$	740	$	20	2.7	$	1,405	$	1,427	$	(22)	(1.5)
Resort operations and club management	405		386		19		4.9	796		746		50		6.7
Total segment revenues	1,165		1,126		39		3.5	2,201		2,173		28		1.3
Cost reimbursements	128		129		(1)		(0.8)	261		251		10		4.0
Intersegment eliminations (1)	(27)		(20)		(7)		35.0	(48)		(33)		(15)		45.5
Total revenues	$	1,266	$	1,235	$	31	2.5	$	2,414	$	2,391	$	23	1.0

(1) See Note 17: Business Segments in our unaudited condensed consolidated financial statements for details on the intersegment eliminations.

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


	Three Months Ended June 30,				Variance (1)			Six Months Ended June 30,				Variance (1)
($ in millions)	2025		2024		$		%	2025		2024		$		%
Net income (loss) attributable to stockholders	$	25	$	2	$	23	NM	$	8	$	(2)	$	10	NM
Net income attributable to noncontrolling interest	3		2		1		50.0	8		4		4		100.0
Net income	28		4		24		NM	16		2		14		NM
Interest expense	79		87		(8)		(9.2)	156		166		(10)		(6.0)
Income tax expense (benefit)	15		3		12		NM	21		(8)		29		NM
Depreciation and amortization	59		68		(9)		(13.2)	126		130		(4)		(3.1)
Interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates	1		2		(1)		(50.0)	1		3		(2)		(66.7)
EBITDA	182		164		18		11.0	320		293		27		9.2
Other (gain) loss, net	(4)		3		(7)		NM	(10)		8		(18)		NM
Share-based compensation expense	23		18		5		27.8	35		27		8		29.6
Impairment expense	1		—		1		100.0	1		2		(1)		(50.0)
Acquisition and integration-related expense	26		48		(22)		(45.8)	54		157		(103)		(65.6)
Other adjustment items (2)	10		33		(23)		(69.7)	23		55		(32)		(58.2)
Adjusted EBITDA	238		266		(28)		(10.5)	423		542		(119)		(22.0)
Adjusted EBITDA attributable to noncontrolling interest	5		4		1		25.0	10		7		3		42.9
Adjusted EBITDA attributable to stockholders	$	233	$	262	$	(29)	(11.1)	$	413	$	535	$	(122)	(22.8)

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

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

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We evaluate our business segment operating performance using segment Adjusted EBITDA, as described in Note 17: Business Segments in our unaudited condensed consolidated financial statements. For a discussion of our definition of EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders, how management uses them to manage our business and material limitations on their usefulness, refer to “—Key Business and Financial Metrics—EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders.” The following table reconciles our segment Adjusted EBITDA to Adjusted EBITDA to Adjusted EBITDA Attributable to Stockholders:


	Three Months Ended June 30,				Variance			Six Months Ended June 30,				Variance
($ in millions)	2025		2024		$		%	2025		2024		$		%
Adjusted EBITDA:
Real estate sales and financing (1)	$	176	$	193	$	(17)	(8.8)	$	309	$	399	$	(90)	(22.6)
Resort operations and club management (1)	149		152		(3)		(2.0)	282		286		(4)		(1.4)
Adjustments:
Adjusted EBITDA from unconsolidated affiliates	7		5		2		40.0	12		11		1		9.1
License fee expense	(52)		(40)		(12)		30.0	(101)		(75)		(26)		34.7
General and administrative (2)	(42)		(44)		2		(4.5)	(79)		(79)		—		—
Adjusted EBITDA	238		266		(28)		(10.5)	423		542		(119)		(22.0)
Adjusted EBITDA attributable to noncontrolling interest	5		4		1		25.0	10		7		3		42.9
Total Adjusted EBITDA attributable to stockholders	$	233	$	262	$	(29)	(11.1)	$	413	$	535	$	(122)	(22.8)

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

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

Real estate sales and financing Adjusted EBITDA decreased by $17 million for the three months ended June 30, 2025, compared to the same period in 2024 primarily due to an increase in Sales and marketing expense of $26 million and a decrease in Sales of VOI, net of $2 million, partially offset by an increase in Financing profit of $14 million.

Real estate sales and financing Adjusted EBITDA decreased by $90 million for the six months ended June 30, 2025, compared to the same period in 2024, primarily due to a decrease in Sales of VOI, net of $62 million and an increase in Sales and marketing expense of $50 million, partially offset by an increase in Financing profit of $19 million.

Refer to “—Real Estate” and “—Financing” for further discussion on the revenues and expenses of the Real estate sales and financing segment.

Resort operations and club management segment adjusted EBITDA remained consistent for both the three and six months ended June 30, 2025 when compared to the same periods in 2024.

Refer to “— Resort and Club Management” and “—Rental and Ancillary Services” for further discussion on the revenues and expenses of the Resort operations and club management segment.

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Reconciliation of Non-GAAP Profit Measures to GAAP Measure

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


	Three Months Ended June 30,				Variance (1)			Six Months Ended June 30,				Variance (1)
($ in millions)	2025		2024		$		%	2025		2024		$		%
Net income (loss) attributable to stockholders	$	25	$	2	$	23	NM	$	8	$	(2)	$	10	NM
Net income attributable to noncontrolling interest	3		2		1		50.0	8		4		4		100.0
Net income	28		4		24		NM	16		2		14		NM
Interest expense	79		87		(8)		(9.2)	156		166		(10)		(6.0)
Income tax expense (benefit)	15		3		12		NM	21		(8)		29		NM
Depreciation and amortization	59		68		(9)		(13.2)	126		130		(4)		(3.1)
Interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates	1		2		(1)		(50.0)	1		3		(2)		(66.7)
EBITDA	182		164		18		11.0	320		293		27		9.2
Other (gain) loss, net	(4)		3		(7)		NM	(10)		8		(18)		NM
Equity in earnings from unconsolidated affiliates (2)	(7)		(5)		(2)		40.0	(12)		(11)		(1)		9.1
Impairment expense	1		—		1		100.0	1		2		(1)		(50.0)
License fee expense	52		40		12		30.0	101		75		26		34.7
Acquisition and integration-related expense	26		48		(22)		(45.8)	54		157		(103)		(65.6)
General and administrative	58		58		—		—	104		103		1		1.0
Profit	$	308	$	308	$	—	—	$	558	$	627	$	(69)	(11.0)

Real estate profit	$	117	$	120	$	(3)	(2.5)	$	187	$	254	$	(67)	(26.4)
Financing profit	72		58		14		24.1	142		123		19		15.4
Resort and club management profit	127		123		4		3.3	256		235		21		8.9
Rental and ancillary services profit	(8)		7		(15)		NM	(27)		15		(42)		NM
Profit	$	308	$	308	$	—	—	$	558	$	627	$	(69)	(11.0)

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

(2) Excludes impact of interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates of $1 million for the three and six months ended June 30, 2025, and $2 million and $3 million for the three and six months ended June 30, 2024, respectively.

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Reconciliation of Non-GAAP Real Estate Measures to GAAP Measures

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


	Three Months Ended June 30,				Variance			Six Months Ended June 30,				Variance
($ in millions)	2025		2024		$		%	2025		2024		$		%
Fee-for-service commissions, package sales and other fees	$	165	$	167	$	(2)	(1.2)	$	307	$	312	$	(5)	(1.6)
Less: Package sales and other fees (1)	(81)		(79)		(2)		2.5	(155)		(160)		5		(3.1)
Fee-for-service commissions	$	84	$	88	$	(4)	(4.5)	$	152	$	152	$	—	—

Sales and marketing expense	$	479	$	453	$	26	5.7	$	904	$	854	$	50	5.9
Less: Package sales and other fees (1)	(81)		(79)		(2)		2.5	(155)		(160)		5		(3.1)
Sales and marketing expense, net	$	398	$	374	$	24	6.4	$	749	$	694	$	55	7.9

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

Real Estate Sales and Financing Segment

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

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


	Three Months Ended June 30,				Variance		Six Months Ended June 30,				Variance
($ in millions)	2025		2024		$		2025		2024		$
Sales of VOIs (deferrals)	$	(82)	$	(20)	$	(62)	$	(208)	$	(59)	$	(149)
Sales of VOIs recognitions	—		7		(7)		—		48		(48)
Net Sales of VOIs (deferrals) recognitions	(82)		(13)		(69)		(208)		(11)		(197)
Cost of VOI sales (deferrals)	(23)		(6)		(17)		(60)		(17)		(43)
Cost of VOI sales recognitions	—		2		(2)		—		12		(12)
Net Cost of VOI sales (deferrals) recognitions	(23)		(4)		(19)		(60)		(5)		(55)
Sales and marketing expense (deferrals)	(14)		(2)		(12)		(35)		(8)		(27)
Sales and marketing expense recognitions	—		1		(1)		—		7		(7)
Net Sales and marketing expense (deferrals) recognitions	(14)		(1)		(13)		(35)		(1)		(34)
Net construction (deferrals) recognitions	$	(45)	$	(8)	$	(37)	$	(113)	$	(5)	$	(108)

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Real Estate

See “Reconciliation of Profit Measures to GAAP Measure” above.


	Three Months Ended June 30,				Variance (1)			Six Months Ended June 30,				Variance (1)
($ in millions, except Tour flow and VPG)	2025		2024		$		%	2025		2024		$		%
Contract sales	$	834	$	757	$	77	10.2	$	1,555	$	1,388	$	167	12.0
Adjustments:
Fee-for-service sales (2)	(142)		(148)		6		(4.1)	(253)		(248)		(5)		2.0
Provision for financing receivables losses	(95)		(94)		(1)		1.1	(167)		(158)		(9)		5.7
Reportability and other:
Net (deferrals) recognitions of sales of VOIs under construction (3)	(82)		(13)		(69)		NM	(208)		(11)		(197)		NM

Other (4)	(46)		(31)		(15)		48.4	(80)		(62)		(18)		29.0
Sales of VOIs, net	$	469	$	471	$	(2)	(0.4)	$	847	$	909	$	(62)	(6.8)
Tour flow	225,222		226,388		(1,166)			399,747		400,526		(779)
VPG	$	3,690	$	3,320	$	370		$	3,874	$	3,441	$	433

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

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

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

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

Contract sales increased $77 million for the three months ended June 30, 2025, compared to the same period in 2024, primarily due to an 11.1% increase in VPG and new inventory available for sale.

Contract sales increased $167 million for the six months ended June 30, 2025, compared to the same period in 2024, primarily due to a 12.6% increase in VPG and new inventory available for sale.


	Three Months Ended June 30,						Variance			Six Months Ended June 30,						Variance
($ in millions)	2025			2024			$		%	2025			2024			$		%
Sales of VOIs, net	$	469		$	471		$	(2)	(0.4)	$	847		$	909		$	(62)	(6.8)
Fee-for-service commissions	84			88			(4)		(4.5)	152			152			—		—
Sales revenue	553			559			(6)		(1.1)	999			1,061			(62)		(5.8)
Less:
Cost of VOI sales	38			65			(27)		(41.5)	63			113			(50)		(44.2)
Sales and marketing expense, net	398			374			24		6.4	749			694			55		7.9
Real estate expense	436			439			(3)		(0.7)	812			807			5		0.6
Real estate profit	$	117		$	120		$	(3)	(2.5)	$	187		$	254		$	(67)	(26.4)
Real estate profit margin (1)	21.2		%	21.5		%				18.7		%	23.9		%

(1) Excluding the marketing revenue and other fees adjustment, Real estate profit margin was 18.5% and 18.8% for the three months ended June 30, 2025 and 2024, respectively, and 16.2% and 20.8% for the six months ended June 30, 2025 and 2024, respectively.

For the three months ended June 30, 2025, Real estate profit, Sales revenue and Real estate expense remained consistent when compared to the same period in 2024.

Real estate profit decreased $67 million, for the six months ended June 30, 2025, compared to the same period in 2024, primarily due to a decrease in Sales of VOI, net and increase in Sales and marketing expense, net partially offset by a decrease in Cost of VOI sales.

Sales revenue decreased $62 million, for the six months ended June 30, 2025, compared to the same period in 2024, primarily due to net deferrals of $208 million in 2025 compared to net deferrals of $11 million in 2024, partially offset by an increase in owned contract sales of $162 million.

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Real estate expense increased $5 million, for the six months ended June 30, 2025, compared to the same period in 2024, primarily due to an increase in selling expenses of $63 million and an increase in marketing and other expenses of $34 million, partially offset net deferrals of $95 million in 2025 compared to net deferrals of $6 million in 2024.

Financing


	Three Months Ended June 30,						Variance (1)			Six Months Ended June 30,						Variance
($ in millions)	2025			2024			$		%	2025			2024			$		%
Interest income	$	122		$	116		$	6	5.2	$	245		$	228		$	17	7.5
Other financing revenue	12			14			(2)		(14.3)	22			22			—		—
Premium amortization of acquired timeshare financing receivables	(8)			(28)			20		(71.4)	(16)			(44)			28		(63.6)
Financing revenue	126			102			24		23.5	251			206			45		21.8
Consumer financing interest expense	26			22			4		18.2	55			45			10		22.2
Other financing expense	26			20			6		30.0	51			34			17		50.0
Amortization of acquired non-recourse debt discounts and premiums, net	2			2			—		—	3			4			(1)		(25.0)
Financing expense	54			44			10		22.7	109			83			26		31.3
Financing profit	$	72		$	58		$	14	24.1	$	142		$	123		$	19	15.4
Financing profit margin	57.1		%	56.9		%				56.6		%	59.7		%

Financing profit increased $14 million and $19 million for both the three and six months ended June 30, 2025, compared to the same periods in 2024, primarily due to an increase in financing revenues, partially offset by an increase in financing expenses.

Financing revenue increased $24 million for the three months ended June 30, 2025, compared to the same period in 2024, primarily due to a decrease in the premium amortization of acquired timeshare financing receivables.

Financing revenue increased $45 million, for the six months ended June 30, 2025, compared to the same period in 2024, primarily due to an increase in the average outstanding balance of the timeshare financing receivables portfolio and a decrease in the premium amortization of the acquired timeshare financing receivables of $28 million.

Financing expense increased $10 million for the three months ended June 30, 2025, compared to the same period in 2024, primarily due to a $6 million increase in expenses incurred to manage our portfolios and an increase in consumer financing interest expense of $4 million due to an increase in the weighted average non-recourse debt balance.

Financing expense increased $26 million for the six months ended June 30, 2025, compared to the same period in 2024, primarily due to a $16 million increase in expenses incurred to manage our portfolios and an increase in consumer financing interest expense of $10 million due to an increase in the weighted average non-recourse debt balance.

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Resort Operations and Club Management Segment

Resort and Club Management


	Three Months Ended June 30,						Variance			Six Months Ended June 30,						Variance
($ in millions)	2025			2024			$		%	2025			2024			$		%
Club management revenue	$	70		$	67		$	3	4.5	$	142		$	130		$	12	9.2
Resort management revenue	113			104			9		8.7	224			207			17		8.2
Resort and club management revenues	183			171			12		7.0	366			337			29		8.6
Club management expense	21			21			—		—	41			41			—		—
Resort management expense	35			27			8		29.6	69			61			8		13.1
Resort and club management expenses	56			48			8		16.7	110			102			8		7.8
Resort and club management profit	$	127		$	123		$	4	3.3	$	256		$	235		$	21	8.9
Resort and club management profit margin	69.4		%	71.9		%				69.9		%	69.7		%

Resort and club management profit increased $4 million and $21 million for both the three and six months ended June 30, 2025, compared to the same periods in 2024, due to an increase in revenues partially offset by an increase in expenses.

Resort and club management revenue increased $12 million for the three months ended June 30, 2025, compared to the same period in 2024, primarily due to increases in management fee revenue of $6 million, license fee revenue of $3 million and annual club dues revenue of $2 million.

Resort and club management revenue increased $29 million for the six months ended June 30, 2025, compared to the same period in 2024, primarily due to increases in management fee revenue of $10 million, annual club dues revenue of $7 million and license fee revenue of $6 million.

Resort and club management expenses increased $8 million for both the three and six months ended June 30, 2025, compared to the same periods in 2024, primarily due to an increase in property management expenses.

Rental and Ancillary Services


	Three Months Ended June 30,						Variance (1)			Six Months Ended June 30,						Variance (1)
($ in millions)	2025			2024			$		%	2025			2024			$		%
Rental revenues	$	180		$	181		$	(1)	(0.6)	$	354		$	350		$	4	1.1
Ancillary services revenues	15			14			1		7.1	28			26			2		7.7
Rental and ancillary services revenues	195			195			—		—	382			376			6		1.6
Rental expenses	191			177			14		7.9	386			340			46		13.5
Ancillary services expense	12			11			1		9.1	23			21			2		9.5
Rental and ancillary services expenses	203			188			15		8.0	409			361			48		13.3
Rental and ancillary services profit	$	(8)		$	7		$	(15)	NM	$	(27)		$	15		$	(42)	NM
Rental and ancillary services profit margin	(4.1)		%	3.6		%				(7.1)		%	4.0		%

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

Rental and ancillary services profit decreased by $15 million and $42 million for both the three and six months ended June 30, 2025, compared to the same periods in 2024, primarily due to an increase in expenses.

Rental and ancillary services revenue remained consistent for both the three and six months ended June 30, 2025, compared to the same periods in 2024.

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Rental and ancillary services expenses increased $15 million and $48 million for the three months ended June 30, 2025, compared to the same periods in 2024, primarily due to an increase in maintenance fees.

Other Operating Expenses


	Three Months Ended June 30,				Variance			Six Months Ended June 30,				Variance
($ in millions)	2025		2024		$		%	2025		2024		$		%
General and administrative	$	58	$	58	$	—	—	$	104	$	103	$	1	1.0
Depreciation and amortization	59		68		(9)		(13.2)	126		130		(4)		(3.1)
License fee expense	52		40		12		30.0	101		75		26		34.7
Impairment expense	1		—		1		100.0	1		2		(1)		(50.0)

For the three and six months ended June 30, 2025, the increase in other operating expenses was primarily due to an increase in license fee expense partially offset by a decrease in depreciation and amortization, when compared to the same periods in 2024. License fee expense increased by $12 million and $26 million for both the three and six months ended June 30, 2025, when compared to the same periods in 2024. The increase was primarily due to licensing fees paid to Hilton.

Acquisition and Integration-Related Expense


	Three Months Ended June 30,				Variance			Six Months Ended June 30,				Variance
($ in millions)	2025		2024		$		%	2025		2024		$		%
Acquisition and integration-related expense	$	26	$	48	$	(22)	(45.8)	$	54	$	157	$	(103)	(65.6)

Acquisition and integration-related costs include direct expenses related to our recent acquisitions including integration costs, legal and other professional fees. Integration costs include technology-related costs, fees paid to management consultants, rebranding fees and employee-related costs such as severance and retention. For the three and six months ended June 30, 2025, acquisition and integration-related costs decreased by $22 million and $103 million, respectively, when compared to the same periods in 2024. The decrease was primarily driven by the Bluegreen Acquisition that occurred in the first quarter of 2024.

Non-Operating Expenses


	Three Months Ended June 30,				Variance (1)			Six Months Ended June 30,				Variance (1)
($ in millions)	2025		2024		$		%	2025		2024		$		%
Interest expense	$	79	$	87	$	(8)	(9.2)	$	156	$	166	$	(10)	(6.0)
Equity in earnings from unconsolidated affiliates	(6)		(3)		(3)		100.0	(11)		(8)		(3)		37.5
Other (gain) loss, net	(4)		3		(7)		NM	(10)		8		(18)		NM
Income tax expense (benefit)	15		3		12		NM	21		(8)		29		NM

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

The changes in non-operating expenses for the three and six months ended June 30, 2025, compared to the same periods in 2024, were primarily due to decreases in interest expense and other (gain) loss, net partially offset by an increase in income tax expense. The decrease in interest expense was primarily due to a decrease in the overall debt balance and a decrease in the weighted average interest rate. The change in other (gain) loss is primarily due to revaluation of our foreign currency transactions. For the three months ended June 30, 2025, the increase in income tax expense was primarily driven by the overall change in pretax earnings compared to the same period in 2024. For the six months ended June 30, 2025, the increase in income tax expense was primarily driven by the overall change in pretax earnings and discrete items compared to the same period in 2024.

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Net income attributable to noncontrolling interest


	Three Months Ended June 30,				Variance (1)			Six Months Ended June 30,				Variance
($ in millions)	2025		2024		$		%	2025		2024		$		%
Net income attributable to noncontrolling interest	$	3	$	2	$	1	50.0	$	8	$	4	$	4	100.0

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

Liquidity and Capital Resources

Overview

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

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

• As of June 30, 2025, we had total cash and cash equivalents of $269 million and restricted cash of $323 million. Restricted cash primarily consists of escrow deposits received on VOI sales and reserves related to non-recourse debt.

• During the six months ended June 30, 2025, we repurchased 8 million shares for $300 million under our share repurchase program. See Note 15: Earnings Per Share for additional information.

• In June 2025, we completed a securitization of approximately $300 million of gross timeshare financing receivables. The proceeds were used to pay down in part some of our existing debt and for other general corporate purposes. See Note 11: Debt and Non-Recourse Debt for additional information.

• As of June 30, 2025, we had $794 million remaining borrowing capacity under the revolver facility.

• As of June 30, 2025, we had an aggregate of $120 million remaining borrowing capacity under our Timeshare Facility. As of June 30, 2025, we had $937 million of notes that were current on payments but not securitized. Of that figure, approximately $429 million could be monetized through either warehouse borrowing or securitization while another $260 million of mortgage notes we anticipate being eligible following certain customary milestones such as first payment, deeding and recording.

We believe that our capital allocation strategy provides adequate funding for our operations, is flexible enough to fund our development pipeline, securitizes the optimal level of receivables, and provides the ability to be strategically opportunistic in the marketplace. We have made commitments with developers to purchase vacation ownership units at a future date to be marketed and sold under our Hilton Grand Vacations brand. As of June 30, 2025, our inventory-related purchase commitments totaled $256 million to be fulfilled over a period of 10 years.

Sources and Uses of Our Cash

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


	Six Months Ended June 30,				Variance
($ in millions)	2025		2024		$
Net cash provided by (used in):
Operating activities	$	99	$	113	$	(14)
Investing activities	(66)		(1,482)		1,416
Financing activities	(213)		1,101		(1,314)

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Operating Activities

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

The decrease in net cash provided by operating activities for the six months ended June 30, 2025, compared to the same period in 2024, was primarily due to a decrease in depreciation and amortization expenses of $30 million and an increase in purchases of inventory from a third-party developer of $11 million, partially offset by an increase in provision for financing receivable losses of $21 million and an increase in share-based compensation expense of $8 million.

The following table summarizes our VOI inventory spending:


	Six Months Ended June 30,
($ in millions)	2025		2024
VOI spending - owned properties (1)	$	128	$	141

Purchases and development of real estate for future conversion to inventory	61		50

Total VOI inventory spending	$	189	$	191

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

Investing Activities

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

Net cash used in investing activities was $66 million for the six months ended June 30, 2025 compared to $1,482 million for the same period in 2024. The decrease was primarily due to the Bluegreen Acquisition in 2024.

Financing Activities

Net cash used in financing activities for the six months ended June 30, 2025 was $213 million compared to net cash provided by financing activities of $1,101 million for the same period in 2024. The change was primarily due to net proceeds from debt and non-recourse debt of $1,362 million in 2024 compared to net proceeds of $99 million in 2025 and an increase in share repurchases of $101 million, partially offset by a decrease in cash paid for debt issuance costs of $38 million and a decrease of payment on withholding taxes on vesting of RSUs of $13 million.

Contractual Obligations

Our commitments primarily relate to agreements with developers to purchase or construct vacation ownership units, operating leases, marketing and license fee agreements and obligations associated with our debt, non-recourse debt and the related interest. As of June 30, 2025, we were committed to approximately $9,415 million in contractual obligations over 16 years, $496 million of which will be fulfilled in the remainder of 2025. The ultimate amount and timing of certain commitments is subject to change pursuant to the terms of the respective arrangements, which could also allow for cancellation in certain circumstances. See Note 18: Commitments and Contingencies and Note 11: Debt and Non-recourse Debt for additional information.

We utilize surety bonds related to the sales of VOIs in order to meet regulatory requirements of certain states. The availability, terms and conditions and pricing of such bonding capacity are dependent on, among other things, continued financial strength and stability of the insurance company affiliates providing the bonding capacity, general availability of such capacity and our corporate credit rating. We have commitments from surety providers in the amount of $538 million as of June 30, 2025, which primarily consist of escrow and subsidy related bonds.

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Subsequent Events

On July 11, 2025, we completed a term securitization of approximately ¥9.5 billion of timeshare loans through Hilton Grand Vacations Japan Trust 2025-1 (“the Trust” or “SMRAI”), with a coupon rate of 1.41%. One class of notes were issued by the Trust, and the collateralized timeshare notes are domiciled in Japan. The proceeds will primarily be used for general corporate purposes.

On July 29, 2025, our Board of Directors approved a new share repurchase program authorizing us to repurchase up to an aggregate of $600 million of its outstanding shares of common stock over a two-year period, which is in addition to the amount remaining under the current 2024 Repurchase Plan . Repurchases may be conducted in the open market, in privately negotiated transactions or such other manner as determined by us, including through repurchase plans complying with the rules and regulations of the SEC. The timing and actual number of shares repurchased under any share repurchase plan will depend on a variety of factors, including the stock price, available liquidity and market conditions. The shares are retired upon repurchase. The share repurchase plans do not obligate HGV to repurchase any dollar amount or number of shares of common stock, and they may be suspended or discontinued at any time.

Critical Accounting Policies and Estimates

The preparation of our unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts and related disclosures. We have discussed those policies and estimates that we believe are critical and require the use of complex judgment in their application in our Annual Report on Form 10-K for the year ended December 31, 2024.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk from changes in interest rates and currency exchange rates. We manage our exposure to these risks by monitoring available financing alternatives and through pricing policies that may take into account currency exchange rates. Our exposure to market risk has not materially changed from what we previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

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ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

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

Changes in Internal Control Over Financial Reporting

Other than changes made to integrate the Bluegreen acquisition into our controls over financial reporting, there were no other changes in our internal controls over financial reporting during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II OTHER INFORMATION

Item 1. Legal Proceedings

Information with respect to this item may be found in Note 18: Commitments and Contingencies , to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

As of June 30, 2025, there have been no material changes from the risk factors previously disclosed in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2024. These risk factors may be important to understanding statements in the Form 10-Q and should be read in conjunction with the condensed consolidated financial statements and related notes in Part I, Item 1, “Financial Statements” and Part 1, Item 2, “Management's Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-Q.

The risks described in our Annual Report on Form 10-K for the year ended December 31, 2024, contain forward-looking statements, and they may not be the only risks facing the Company. The future business, results of operations and financial condition of the Company can be affected by the risk factors described in such reports and by other factors currently unknown, that management presently believes not to be material, that management has made certain forward-looking projections, estimates or assumptions on, or that may rapidly evolve, develop or change. Any one or more of such factors could, directly or indirectly, cause our actual financial condition and results of operations to vary materially and adversely from past, or from anticipated future financial condition and results of operations. Any of these factors, in whole or in part, could materially and adversely affect our business, results of operations and financial condition and the trading price of our common stock. Because of these factors affecting our financial condition, key business operational metrics, and operating results, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.

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

On August 7, 2024, our Board of Directors approved a share repurchase program authorizing us to repurchase up to an aggregate of $500 million of our outstanding shares of common stock over a two-year period (the “2024 Repurchase Plan”). The repurchases can be made through any combination of open market purchases, accelerated share repurchases, privately negotiated transactions or an other permissible manner. The timing and actual number of shares repurchased will depend on a variety of factors, including the stock price, corporate and regulatory requirements and other market and economic conditions. The shares are retired upon repurchase. The stock repurchase program may be suspended or discontinued at any time and will automatically expire at the end of the respective plan term.

During the three months ended June 30, 2025, we repurchased the following shares:


Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under Plans
April 1 - April 30, 2025	1,786,389	$	33.59	1,786,389	$	217,629,776
May 1 - May 31, 2025	1,329,448	39.39		1,329,448	165,233,900
June 1 - June 30, 2025	955,270	39.46		955,270	127,519,639
Total	4,071,107	$	36.86	4,071,107

From July 1, 2025 through July 24, 2025, we repurchased approximately 0.6 million shares for $29 million. As of July 24, 2025, we had $98 million of remaining availability under the 2024 Repurchase Plan.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None .

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Item 6. Exhibits


Exhibit No.						Description

3.1						Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37794) filed on March 17, 2017).

3.2						Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-37794) filed on March 17, 2017).

3.3						Certificate of Designation of Series A Junior Participating Preferred Stock of Hilton Grand Vacations Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37794) filed on April 16, 2020).

10.1*						A mendment No. 9 to the Credit Agreement, dated as of April 11, 2025, by and among Hilton Grand Vacations Borrower LLC, Bank of America, N.A. and Wells Fargo Bank, National Associatio n.

31.1*						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.NS						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH						Inline XBRL Taxonomy Extension Schema Document.

101.CAL						Inline XBRL Taxonomy Calculation Linkbase Document.

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB						Inline XBRL Taxonomy Label Linkbase Document.

101.PRE						Inline XBRL Taxonomy Presentation Linkbase Document.

104						The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101

_____________________

* Filed herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 31 st day of July 2025.


			HILTON GRAND VACATIONS INC.

			By:			/s/ Mark D. Wang
			Name:			Mark D. Wang
			Title:			Chief Executive Officer

			By:			/s/ Daniel J. Mathewes
			Name:			Daniel J. Mathewes
			Title:			President and Chief Financial Officer

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Part I Financial Information Item 1. Financial Statements Note 1: Organization and Basis Of Presentation Note 2: Summary Of Significant Accounting Policies Note 3: Bluegreen Acquisition Note 4: Revenue From Contracts with Customers Note 5: Accounts Receivable Note 6: Timeshare Financing Receivables Note 7: Inventory Note 8: Consolidated Variable Interest Entities Note 9: Investments in Unconsolidated Affiliates Note 10: Intangible Assets Note 11: Debt and Non-recourse Debt Note 12: Fair Value Measurements Note 13: Income Taxes Note 14: Share-based Compensation Note 15: Earnings Per Share Note 16: Related Party Transactions Note 17: Business Segments Note 18: Commitments and Contingencies Note 19: Subsequent Events Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities, Use Of Proceeds, and Issuer Purchases Of Equity Securities Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

Exhibits

3.1 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K (File No. 001-37794) filed on March 17, 2017). 3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrants Current Report on Form 8-K (File No. 001-37794) filed on March 17, 2017). 3.3 Certificate of Designation of Series A Junior Participating Preferred Stock of Hilton Grand Vacations Inc. (incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K (File No. 001-37794) filed on April 16, 2020). 10.1* Amendment No. 9 to the Credit Agreement, dated as of April 11, 2025, by andamong Hilton Grand Vacations Borrower LLC, Bank of America, N.A. and Wells Fargo Bank, National Association. 31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

HGV 10-Q Quarter ended June 30, 2025

Exhibits