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Hilton Grand Vacations Inc.

Hilton Grand Vacations Inc.HGV決算レポート

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Hilton Grand Vacations Inc. is a multi-national company that is based in Orlando, Florida, United States. It manages and operates the Hilton Worldwide timeshare and vacation ownership brands under an exclusive licensing agreement with Hilton Worldwide. HGV was formerly a wholly owned subsidiary of Hilton Worldwide until it was spun off into a publicly traded company in 2017. Even though HGV is an independent company post spin-off, Hilton Worldwide still retains full ownership of the Hilton Gr...

What changed in Hilton Grand Vacations Inc.'s 10-K — 2024 vs 2025

Top changes in Hilton Grand Vacations Inc.'s 2025 10-K

386 paragraphs added · 523 removed · 353 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

100 edited+7 added−27 removed110 unchanged
These laws and regulations, some of which contain exceptions applicable to the timeshare industry, may include, among others, the Real Estate Settlement Procedures Act and Regulation X, the Truth In Lending Act and Regulation Z, the Federal Trade Commission Act, the Equal Credit Opportunity Act and Regulation B, the Fair Credit Reporting Act, the Fair Housing Act and implementing regulations, the Fair Debt Collection Practices Act, the Electronic Funds Transfer Act and Regulation E, unfair, deceptive or abusive acts or practices regulations and the Credit Practices rules, the USA PATRIOT Act, the Right to Financial Privacy Act, the Gramm-Leach-Bliley Act, the Service member’s Civil Relief Act and the Bank Secrecy Act.
These laws and regulations, some of which contain exceptions applicable to the timeshare industry, may include, among others, the Real Estate Settlement Procedures Act and Regulation X, the Truth In Lending Act and Regulation Z, the Federal Trade Commission Act, the Equal Credit Opportunity Act and Regulation B, the Fair Credit Reporting Act, the Fair Housing Act and implementing regulations, the Fair Debt Collection Practices Act, the Electronic Funds Transfer Act and Regulation E, unfair, deceptive or abusive acts or practices regulations and the Credit Practices rules, the USA PATRIOT Act, the Right to Financial Privacy Act, the Gramm-Leach-Bliley Act, the Service member’s Civil Relief Act, the Bank Secrecy Act and the Military Lending Act.
In addition, HGV, Hilton and Park agreed that losses related to certain contingent liabilities (and related costs and expenses) that generally are not specifically attributable to any of the separated real estate business, the timeshare business or the retained business of Hilton (“Shared Contingent Liabilities”) will be apportioned among the parties according to fixed percentages of 65%, 26% and 9% for Hilton, Park and HGV, respectively.
In addition, HGV, Hilton and Park agreed that losses related to certain contingent liabilities (and related costs and expenses) that generally are not specifically attributable to any of the separated real estate business, the timeshare business or the retained business of Hilton (“Shared Contingent Liabilities”) will be apportioned among the parties according to fixed percentages of 65%, 26% and 9% for Hilton, Park and HGV.
Stockholders Agreement with Apollo In connection with the Diamond Acquisition, the Company, certain funds affiliated with Apollo, and, for certain limited purposes, Hilton entered into a stockholders agreement on August 2, 2021. For purposes of this section, the term “Apollo Investors” includes any affiliates of Apollo to whom the Apollo Closing Shares (defined below) may be transferred.
Stockholders Agreement with Apollo In connection with the Diamond Acquisition, the Company, certain funds affiliated with Apollo, and, for certain limited purposes, Hilton entered into a stockholders’ agreement on August 2, 2021. For purposes of this section, the term “Apollo Investors” includes any affiliates of Apollo to whom the Apollo Closing Shares (defined below) may be transferred.
For more information regarding these agreements, see “— Business—Key Agreements with Hilton Worldwide Holdings. ” On August 2, 2021, we completed the acquisition of Dakota Holdings, Inc. (“Diamond”), the parent of Diamond Resorts International (the “Diamond Acquisition”), by exchanging 100% of the outstanding equity interests of Diamond for shares of HGV common stock.
For more information regarding these agreements, see “— Business—Agreements with Hilton Worldwide Holdings. ” On August 2, 2021, we completed the acquisition of Dakota Holdings, Inc. (“Diamond”), the parent of Diamond Resorts International (the “Diamond Acquisition”), by exchanging 100% of the outstanding equity interests of Diamond for shares of HGV common stock.
We compete with other timeshare companies for off-site sales centers, through which we market our products to potential members, including in locations like high-traffic shopping centers and tourist attractions in leisure destinations. Recent and potential future consolidation in the highly fragmented timeshare industry may increase competition.
We compete with other timeshare companies for off-site sales and marketing centers, through which we market our products to potential members, including in locations like high-traffic shopping centers and tourist attractions in leisure destinations. Recent and potential future consolidation in the highly fragmented timeshare industry may increase competition.
HOAs engage an independent consulting firm to compile a reserve study. Typically, HOAs budget the reserve study to target property renovations on a 6- and 12-year cycle. HOAs generally replace soft goods every six years and hard goods every 12 years.
HOAs engage an independent consulting firm to compile a reserve study. Typically, HOAs budget the reserve study to target property renovations on a 6- and 12-year cycle. HOAs generally replace soft goods every 6 years and hard goods every 12 years.
License Agreement General In connection with the spin-off, we entered into a long-term license agreement with Hilton granting us (i) the right to use certain trademarks, including, without limitation, “Hilton Grand Vacations,” “HGV,” "HGV Max," "Hilton Vacation Club," and “Hilton Club” (collectively, the “Hilton Marks”), in connection with the current and future operation of a Hilton branded vacation ownership business (the “Licensed Business”), (ii) a license or right to use certain other Hilton-owned intellectual property, including promotional content and access to Hilton’s reservation system and property management software (collectively with the Hilton Marks, the “Hilton IP”), (iii) the right to use Hilton’s loyalty program data and other customer information (“Hilton Data”) to promote the Licensed Business and for other internal business purposes, and (iv) certain other rights.
Agreements with Hilton Worldwide Holdings License Agreement General In connection with the spin-off, we entered into a long-term license agreement with Hilton granting us (i) the right to use certain trademarks, including, without limitation, “Hilton Grand Vacations,” “Hilton Grand Vacations Club,” “HGV,” "HGV Max," "Hilton Vacation Club," and “Hilton Club” (collectively, the “Hilton Marks”), in connection with the current and future operation of a Hilton branded vacation ownership business (the “Licensed Business”), (ii) a license or right to use certain other Hilton-owned intellectual property, including promotional content and access to Hilton’s reservation system and property management software (collectively with the Hilton Marks, the “Hilton IP”), (iii) the right to use Hilton’s loyalty program data and other customer information (“Hilton Data”) to promote the Licensed Business and for other internal business purposes, and (iv) certain other rights.
Some of our properties include, and some of our future properties may include, older buildings, and some may have, or may historically have had, dry-cleaning facilities and underground storage tanks for heating oil and back-up generators.
Some of our properties include, and some of our future properties may include, older buildings, and some may have, or may historically have had, dry-cleaning facilities and aboveground and underground storage tanks for heating oil and back-up generators.
Under these fee-for-service agreements, we earn commission fees based on a percentage of total interval sales. See “—Inventory and Development Activities” and “—Marketing and Sales Activities” below for additional information. • Financing —We provide consumer financing, which includes interest income generated from the origination of consumer loans to members to finance their purchase of VOIs owned by us.
Under these fee-for-service agreements, we earn commission fees based on a percentage of total contract sales. See “—Inventory and Development Activities” and “—Marketing and Sales Activities” below for additional information. • Financing —We provide consumer financing, which includes interest income generated from the origination of consumer loans to members to finance their purchase of VOIs owned by us.
The Apollo Investors are responsible for paying all expenses for the registration of their shares. 15 Table of Contents Pre-emptive Rights The Apollo Investors have limited preemptive rights on certain future equity issuances by us, subject to customary carve-outs and limitations, so long as the Apollo Investors own at least 11,967,853 shares of the Apollo Closing Shares.
The Apollo Investors are responsible for paying all expenses for the registration of their shares. 14 Table of Contents Pre-emptive Rights The Apollo Investors have limited preemptive rights on certain future equity issuances by us, subject to customary carve-outs and limitations, so long as the Apollo Investors own at least 11,967,853 shares of the Apollo Closing Shares.
Notwithstanding for the foregoing, we have agreed to pay Hilton certain minimum license fees related to the Bluegreen business for each of 2024 and 2025.
Notwithstanding for the foregoing, we agreed to pay Hilton certain minimum license fees related to the Bluegreen business for each of 2024 and 2025.
Our real estate sales and financing segment primarily generates revenue from: • VOI Sales —We sell our owned inventory and interests directly and, through our fee-for-service agreements, we sell VOIs on behalf of third-party developers using the Hilton Grand Vacations brand in exchange for sales, marketing and brand fees.
Our real estate sales and financing segment primarily generates revenue from: • VOI Sales —We sell our owned inventory and interests directly and, through our fee-for-service agreements, we sell VOIs on behalf of third-party developers using the Hilton Grand Vacations brand in exchange for fee-for-service commissions and brand fees.
There is also significant competition for talent at all levels within the industry, in particular for sales and management. Our primary competitors in the timeshare space include Marriott Vacations Worldwide, Travel + Leisure Co., Disney Vacation Club, Holiday Inn Club Vacations and Westgate Resorts.
There is also significant competition for talent at all levels within the industry, in particular for sales and management. Our primary competitors in the timeshare space include Marriott Vacations Worldwide, Travel + Leisure Co., Disney Vacation Club, Holiday Inn Club Vacations, Westgate Resorts and the Berkley Group.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Distribution Agreement, which is filed as Exhibit 2.1 to this Annual Report on Form 10-K.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Distribution Agreement, which is filed as Exhibit 2.1 to this Annual Report on Form 10-K and the Tax Matters Agreement, which is filed as Exhibit 10.1 to this Annual Report on Form 10-K.
Higher credit scores equate to lower collection risk and lower credit scores equate to higher collection risk. Over the last three years, the weighted-average FICO score for loans to U.S. and Canadian borrowers at the time of origination was 738 (out of a maximum potential score of 850).
Higher credit scores equate to lower collection risk and lower credit scores equate to higher collection risk. Over the last three years, the weighted-average FICO score for loans to U.S. and Canadian borrowers at the time of origination was 733 (out of a maximum potential score of 850).
With respect to marketing, sponsorship and similar agreements, we have expressly agreed with Hilton that we will not enter into, or extend, renew, or expand the scope of any existing marketing agreements, with a Hilton competitor without Hiltons’ prior written consent.
With respect to marketing, sponsorship and similar agreements, we have expressly agreed with Hilton that we will not enter into, or extend, renew, or expand the scope of any existing marketing agreements, with a Hilton competitor without Hilton's prior written consent.
Through a variety of delivery methods, we offer over 460 training and development courses to all of our team members focused on a variety of core competencies, including: leadership, skills training, business acumen, culture and personal growth.
Through a variety of delivery methods, we offer over 770 training and development courses to all of our team members focused on a variety of core competencies, including: leadership, skills training, business acumen, culture and personal growth.
HGV's common stock is listed on the New York Stock Exchange under the symbol “HGV.” Following the spin-off, Hilton did not retain any ownership in our company. In connection with the spin-off, we entered into agreements with Hilton and other third parties, including licenses to use the Hilton Grand Vacations brand.
HGV's common stock is listed on the New York Stock Exchange under the symbol “HGV.” Following the spin-off, Hilton did not retain any ownership in HGV. In connection with the spin-off, we entered into agreements with Hilton and other third parties, including licenses to use the Hilton Grand Vacations brand.
Consolidation may create competitors that enjoy significant advantages resulting from, among other things, a lower cost of, and greater access to, capital and enhanced operating efficiencies. We generally do not face competition in our consumer financing business to finance sales of our VOIs.
Consolidation may create competitors that enjoy significant advantages resulting from, among other things, a lower cost of, and greater access to, capital and enhanced operating efficiencies. 7 Table of Contents We generally do not face competition in our consumer financing business to finance sales of our VOIs.
Termination The stockholder's agreement will terminate when the Apollo Investors no longer own at least 5,983,927 of the Apollo Closing Shares; provided, that certain provisions have different termination dates.
Termination The stockholders agreement will terminate when the Apollo Investors no longer own at least 5,983,927 of the Apollo Closing Shares; provided, that certain provisions have different termination dates.
See “—Resort and Club Management Activities” below for additional information. 3 Table of Contents • Rental of Available Inventory —We generate rental revenue from unit rentals of unsold inventory and inventory made available due to ownership exchanges through our Club programs. This allows us to utilize otherwise unoccupied inventory to generate additional revenues.
See “—Resort and Club Management Activities” below for additional information. • Rental of Available Inventory —We generate rental revenue from unit rentals of unsold inventory and inventory made available due to ownership exchanges through our Club programs. This allows us to utilize otherwise unoccupied inventory to generate additional revenues.
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.
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 3 Table of Contents Collection.
The capital investment made in connection with these projects is typically limited to the cost of constructing an on site sales center. 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.
The capital investment made in connection with these projects is typically limited to the cost of constructing an onsite sales center. 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.
While we do not have an obligation to repurchase intervals previously sold, most of our VOIs provide us with a right of first refusal on secondary market sales. We monitor sales that occur in the secondary market and exercise our right of first refusal in certain cases.
While we do not have an obligation to 4 Table of Contents repurchase intervals previously sold, most of our VOIs provide us with a right of first refusal on secondary market sales. We monitor sales that occur in the secondary market and exercise our right of first refusal in certain cases.
For U.S. and Canadian purchasers seeking financing, which represented approximately 90% of the individuals we provided financing to over the last three years, we apply the credit evaluation score methodology developed by the Fair Isaac Corporation (“FICO”) to credit files compiled and maintained by Experian and Equifax.
For U.S. and Canadian purchasers seeking financing, which represented 89% of the individuals we provided financing to over the last three years, we apply the credit evaluation score methodology developed by the Fair Isaac Corporation (“FICO”) to credit files compiled and maintained by Experian and Equifax.
Each of the HOAs are governed by a board of directors comprised of owner or developer representatives that are charged with ensuring that the resorts are well-maintained and financially stable.
Each of the HOAs are governed by a board of directors (“Board”) comprised of owner and developer representatives that are charged with ensuring that the resorts are well-maintained and financially stable.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the stockholder's agreement, which is filed as Exhibit 10.16 to this Annual Report on Form 10-K. Where You Can Find More Information Our website address is www.hgv.com. Information on our website is not incorporated by reference herein.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the stockholders agreement, which is filed as Exhibit 10.15 to this Annual Report on Form 10-K. Where You Can Find More Information Our website address is www.hgv.com. Information on our website is not incorporated by reference herein.
Copies of these reports are available free of charge on our website as soon as reasonably practicable after we file the reports with the SEC. 16 Table of Contents
Copies of these reports are available free of charge on our website as soon as reasonably practicable after we file the reports with the SEC. 15 Table of Contents
Other than the United States, there were no countries that individually represented more than 10% of total revenues for the year ended December 31, 2024.
Other than the United States, there were no countries that individually represented more than 10% of total revenues for the year ended December 31, 2025.
As of December 31, 2024, approximately 7% of our employees were covered by various collective bargaining agreements, generally addressing pay rates, working hours, other terms and conditions of employment, certain employee benefits and orderly settlement of labor disputes.
As of December 31, 2025, 7% of our employees were covered by various collective bargaining agreements, generally addressing pay rates, working hours, other terms and conditions of employment, certain employee benefits and orderly settlement of labor disputes.
In addition, we believe that multiple perspectives generate better solutions and relatability with our of customers 10 Table of Contents and consumers. We strive to ensure a common culture that we believe is reflected in our programs and initiatives, and we regularly seek team member feedback through our monthly pulse-checks, our annual engagement survey and ongoing discussions with our TMRG’s.
In addition, we believe that multiple perspectives generate better solutions and relatability with our customers and consumers. We strive to ensure a common culture that we believe is reflected in our programs and initiatives, and we regularly seek team member feedback through our monthly pulse-checks, our annual engagement survey and ongoing discussions with our TMRG’s.
If our Board increases its size, for every three additional directors added, the Apollo Investors have the right to appoint the third such director so long as the Apollo Investors (or their affiliates who have executed a joinder agreement to become party to the stockholders agreement) retain 23,935,707 of the aggregate number of shares of our common stock that the Apollo Investors received in the Diamond Acquisition (such shares, the “Apollo Closing Shares”).
For every three additional directors added, the Apollo Investors have the right to appoint the third such director so long as the Apollo Investors (or their affiliates who have executed a joinder agreement to become party to the stockholders agreement) retain 23,935,707 of the aggregate number of shares of our common stock that the Apollo Investors received in the Diamond Acquisition (such shares, the “Apollo Closing Shares”).
The License Agreement sets forth specific parameters and requirements for any separate operations, including, without limitation, requirements for separate sales centers and personnel for sales related to such non-Hilton branded properties and operating such properties in completely separate physical locations as our Hilton-branded properties, subject to certain limited exceptions.
The License Agreement sets forth specific parameters and requirements for any separate operations, including, without limitation, requirements for separate sales 11 Table of Contents centers and personnel for sales related to such non-Hilton branded properties and operating such properties in completely separate physical locations as our Hilton-branded properties, subject to certain limited exceptions.
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. Our club membership offering is HGV Max.
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.
We have also implemented procedures to comply with federal and state “do not call” regulations including subscribing to the federal do not call registry and certain state “do not call” registries as well as maintaining an internal “do not call” list.
We have 8 Table of Contents also implemented procedures to comply with federal and state “do not call” regulations including subscribing to the federal do not call registry and certain state “do not call” registries as well as maintaining an internal “do not call” list.
For the years ended December 31, 2024, 2023 and 2022, we paid Hilton $91 million, $53 million and $68 million, respectively, for Hilton Honors points. We have entered into a separate agreement with Hilton that governs the transfer of calls from Hilton to us and other related telemarketing services.
For the years ended December 31, 2025, 2024 and 2023, we paid Hilton $112 million, $91 million and $53 million, for Hilton Honors points. We have entered into a separate agreement with Hilton that governs the transfer of calls from Hilton to us and other related telemarketing services.
Because our VOI owners generally purchase only the vacation time they intend to use each year, they are able to efficiently split the full cost of owning and maintaining a vacation residence with other owners. Our customers also benefit from the amenities and service at our resorts.
Our compelling VOI product allows customers to advance purchase a lifetime of vacations. Because our VOI owners generally purchase only the vacation time they intend to use each year, they are able to efficiently split the full cost of owning and maintaining a vacation residence with other owners. Our customers also benefit from the amenities and service at our resorts.
We refer to fee-for-service transactions and just-in-time sales as “capital-efficient transactions.” Over time, these capital-efficient transactions have evolved from sourcing inventory from distressed properties to sourcing from new construction projects. For the year ended December 31, 2024, sales from fee-for-service and just-in-time inventory were 18% and 19% of contract sales, respectively.
We refer to fee-for-service transactions and just-in-time sales as “capital-efficient transactions.” Over time, these capital-efficient transactions have evolved from sourcing inventory from distressed properties to sourcing from new construction projects. For the year ended December 31, 2025, sales from fee-for-service and just-in-time inventory were 17% and 9% of contract sales, respectively.
Notwithstanding the foregoing, we and Hilton have agreed to designate no more than fifteen (15) Bluegreen properties (based on an agreed list) to be affiliated with and operated under a Choice brand in accordance with the terms of the Choice agreements during the term of such agreements.
Notwithstanding the foregoing, we and Hilton have agreed to designate no more than fifteen (15) Bluegreen properties (based on an agreed list) to be affiliated with and operated under a Choice brand in accordance with the terms of the Choice agreements during the term of such agreements 12 Table of Contents without the express consent of Hilton.
In 12 Table of Contents addition, the Diamond and Bluegreen properties rebranding and conversions are subject to an additional fire and life safety review process by Hilton.
In addition, the Diamond and Bluegreen properties rebranding and conversions are subject to an additional fire and life safety review process by Hilton.
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. As of December 31, 2024, the average loan outstanding was approximately $24,000 with a weighted average interest rate of 15.0%. Prepayment is permitted without penalty.
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. As of December 31, 2025, the average loan outstanding was approximately $25,000 with a weighted average interest rate of 14.7%. Prepayment is permitted without penalty.
For the years ended December 31, 2024, 2023 and 2022, we paid Hilton $9 million, $11 million and $12 million, respectively, for such call transfers.
For the years ended December 31, 2025, 2024 and 2023, we paid Hilton $9 million, $9 million and $11 million, for such call transfers.
For non-North American purchasers seeking financing, consisting principally of purchasers in Japan, we generally observe that these borrowers have experienced default rates comparable to U.S. and Canadian borrowers within the 750 to 774 FICO score band. Our underwriting standards are influenced by the changing economic and financial market conditions.
For non-North American purchasers seeking financing, consisting principally of purchasers in Japan, we generally observe that these borrowers have experienced default rates comparable to U.S. and Canadian borrowers with FICO scores equal to or greater than 750. Our underwriting standards are influenced by the changing economic and financial market conditions.
As of December 31, 2024, HGV had sales and marketing operations at a total of 133 Bass Pro Shops and 5 Table of Contents Cabela’s Stores, including 9 virtual kiosks. Additionally, the joint venture between HGV and Bass Pro includes four high-end wilderness resorts under the Big Cedar Lodge brand.
As of December 31, 2025, HGV had sales and marketing operations at a total of 142 Bass Pro Shops and Cabela’s Stores, including 7 virtual kiosks. Additionally, the joint venture between HGV and Bass Pro includes four high-end wilderness resorts under the Big Cedar Lodge brand.
For the years ended December 31, 2024, 2023 and 2022, we incurred license fee expense to Hilton of $156 million, $138 million, and $124 million, respectively.
For the years ended December 31, 2025, 2024 and 2023, we incurred license fee expense to Hilton of $192 million, $156 million, and $138 million.
Based on the type of Club membership, certain members have the flexibility to exchange their VOIs for stays at any Hilton Grand Vacations resort, any property in the Hilton system of 24 industry-leading brands across approximately 8,300 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.
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 25 industry-leading brands with over 9,000 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.
Some laws, regulations and policies impact multiple areas of our business, such as securities, anti-discrimination, anti-fraud, data protection and security and anti-corruption and bribery laws and regulations or government economic sanctions, including applicable regulations under the U.S. Treasury’s Office of Foreign Asset Control and the U.S. Foreign Corrupt Practices Act (“FCPA”).
We are subject to other laws, regulations and policies that may impact one or more areas of our business, such as securities, anti-discrimination, anti-fraud, data protection and security and anti-corruption and bribery laws and regulations or government economic sanctions, including applicable regulations under the U.S. Treasury’s Office of Foreign Asset Control and the U.S. Foreign Corrupt Practices Act (“FCPA”).
Tax Matters Agreement We have entered into a Tax Matters Agreement with Hilton and Park (the “Tax Matters Agreement”) that governs the respective rights, responsibilities and obligations of Hilton, Park and us after the spin-off with respect to tax liabilities and benefits, tax attributes, tax contests and other tax sharing regarding U.S. federal, state, local and foreign income taxes, other tax matters and related tax returns.
The Tax Matters Agreement governs the respective rights, responsibilities and obligations of Hilton, Park and us after the spin-off with respect to tax liabilities and benefits, tax attributes, tax contests and other tax sharing regarding U.S. 13 Table of Contents federal, state, local and foreign income taxes, other tax matters and related tax returns.
As a result of the Diamond Acquisition, certain funds controlled by Apollo Global Management Inc. (“Apollo”) and other minority shareholders, which previously owned 100% of Diamond, held approximately 28% of HGV's common stock at the time the Diamond Acquisition was completed. We refer to the business that we acquired from Diamond as “Legacy-Diamond”.
As a result of the Diamond Acquisition, certain funds controlled by Apollo Global Management Inc. (“Apollo”) and other minority shareholders, which previously owned 100% of Diamond, held 28% of HGV's common stock at the time the Diamond Acquisition was completed.
We refer to the business that we acquired from Bluegreen as “Legacy-Bluegreen”. Our Business We are a global timeshare company engaged in developing, marketing, selling, managing and operating timeshare resorts, timeshare plans and ancillary reservation services, primarily under the Hilton Grand Vacations brands.
Our 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.
Once a member of the Clubs, the member will be responsible for paying annual fees. All purchasers will be responsible for paying applicable maintenance fees, property taxes and any assessments that are levied by the relevant HOA.
Purchasers of a Bluegreen VOI on the secondary market will become Bluegreen Vacation Club members. Once a member of the Clubs, the member will be responsible for paying annual fees. All purchasers will be responsible for paying applicable maintenance fees, property taxes and any assessments that are levied by the relevant HOA.
Capital efficient arrangements, comprised of our fee-for-service and just-in-time inventory, represent 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 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.
The development and construction of the units require a 4 Table of Contents large upfront investment of capital and can take several years to complete in the case of a ground-up project. Additionally, the VOIs must be legally registered prior to sale to our end customers.
The development and construction of the units require a large upfront investment of capital and can take several years to complete in the case of a ground-up project. Additionally, the VOIs must be legally registered prior to sale to our end customers. This investment cannot be recovered until the individual VOIs are sold to purchasers which can take several years.
As of December 31, 2024, our entire portfolio consists of originated loans and loans that were acquired as part of the Diamond Acquisition, the Grand Islander Acquisition and the Bluegreen Acquisition, which are referred to as acquired loans. As of December 31, 2024, the entire portfolio had a gross balance of approximately $4,016 million derived from approximately 182,000 loans.
As of December 31, 2025, our portfolio consists of originated loans and loans that were acquired as part of our acquisitions, which are referred to as acquired loans. As of December 31, 2025, the portfolio had a gross balance of $4,314 million derived from approximately 182,000 loans.
We are committed to an inclusive workforce that fully represents many different cultures, backgrounds and viewpoints. Our Team Member Resource Groups ("TMRGs"), which are non-exclusive voluntary, employee-led groups, play an integral part in our culture of inclusion as we strive to foster openness, integrity and respect.
Our Team Member Resource Groups ("TMRGs"), which are non-exclusive voluntary, employee-led groups, play an integral part in our culture of inclusion as we strive to foster openness, integrity and respect.
In 2024, team members had approximately 123,000 course completions totaling 98,000 training hours, of which over 67,000 course completions and 61,000 training hours were dedicated to compliance training. Approximately 69% of our team members are enrolled in our health and well-being programs.
In 2025, team members had over 309,000 course completions totaling 159,000 training hours, of which over 111,000 course completions and 109,000 training hours were dedicated to compliance training. Approximately 69% of our team members are enrolled in our health and well-being programs.
As of December 31, 2024, we had over 200 properties located in the United States (“United States” or “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, inclusive of the new locations acquired in connection with the Bluegreen Acquisition.
As of December 31, 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, Nevada, and Virginia.
Our consumer finance team is also responsible for selecting and processing loans pledged or to be pledged in our securitizations and preparing monthly servicing reports.
We monitor numerous metrics including collection rates, defaults and bankruptcies. Our consumer finance team is also responsible for selecting and processing loans pledged or to be pledged in our securitizations and preparing monthly servicing reports.
Purchasers of a deeded VOI also generally become members of a Club which allows the member to exchange their points for a number of vacation options. In addition to an annual membership fee, members pay incremental fees depending on exchange or services they choose.
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.
For the year ended December 31, 2024, 72% of our contract sales were to our existing owners, compared to 70% for the year ended December 31, 2023. We sell our vacation ownership products primarily through our distribution network of both-in-market and off-site sales centers.
For the year ended December 31, 2025, 74% of our contract sales were to our existing owners, compared to 72% for the year ended December 31, 2024. 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, Mexico, Canada, Europe, and Asia.
We focus on hiring practices that are reflective of our values and seek customer-centric individuals that embody a spirit of service towards our owners, guests and fellow team members. We believe hiring people with different backgrounds, cultures and perspectives leads to increased creativity and innovation.
We focus on hiring practices that are reflective of our values and seek customer-centric individuals that embody a spirit of service towards our owners, guests and fellow team members.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Tax Matters Agreement, which is filed as Exhibit 10.1 to this Annual Report on Form 10-K.
This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the License Agreement and the First Amendment to the License Agreement, which are filed as Exhibits 10.2 (a) and 10.2(b), respectively, to this Annual Report on Form 10-K.
In connection with the Diamond Acquisition and the Bluegreen Acquisition, we and Hilton entered into a series of amendments to the license agreement, including most recently the Second Amended and Restated License Agreement, dated as of November 1, 2024, which incorporates all prior amendments (as amended and restated, the "License Agreement").
In connection with the Diamond Acquisition and the Bluegreen Acquisition, we and Hilton entered into a series of amendments to the license agreement, including the Second Amended and Restated License Agreement, dated as of November 1, 2024, which incorporates all prior amendments (as amended and restated, the "License Agreement"). 10 Table of Contents Initial Term and Renewal Terms The initial term of the License Agreement will expire on December 31, 2116.
On January 17, 2024 (the “Bluegreen Acquisition Date"), we completed the acquisition of Bluegreen Vacations Holding Corporation (the “Bluegreen Acquisition”) in an all-cash transaction, with total consideration of approximately $1.6 billion, inclusive of net debt. The Bluegreen Acquisition is expected to broaden HGV’s offerings, customer reach and sales locations.
On January 17, 2024 (the “Bluegreen Acquisition Date”), we completed the acquisition of Bluegreen Vacations Holding Corporation (the “Bluegreen Acquisition”) in an all-cash transaction, with total consideration of $1.6 billion, inclusive of net debt.
We also source developed VOI inventory through fee-for-service and just-in-time agreements with third-party developers and have focused our inventory strategy on developing an optimal inventory mix.
Traditionally, timeshare operators have funded 100% of the investment necessary to acquire land and construct timeshare properties. We also source developed VOI inventory through fee-for-service and just-in-time agreements with third-party developers and have focused our inventory strategy on developing an optimal inventory mix.
While we continue to be subject to telemarketing risks and potential liability, we believe that our exposure to adverse effects from telemarketing legislation and enforcement is mitigated in some instances by the use of permission-based marketing in which we obtain permission to contact prospective purchasers in the future.
We are subject to state and federal telephone consumer protection laws and “do not call” legislation. We believe that our exposure to adverse effects from telemarketing legislation and enforcement is mitigated in some instances by the use of permission-based marketing in which we obtain permission to contact prospective purchasers in the future.
Our right to use the Hilton Marks as a trade, corporate, d/b/a or similar name under the License Agreement will automatically terminate if: (i) the aggregate number of units of accommodation in our Licensed Business falls below two-thirds of the total number of units of accommodation in our entire vacation ownership business (subject to certain limited exceptions related to the integration periods for the Diamond Acquisition and Bluegreen Acquisition); (ii) we merge with or acquire control of the assets of certain Hilton competitors and we or they use their brands in any business after such acquisition; or (iii) we become an affiliate of another Hilton competitor. 13 Table of Contents If we breach our obligations under the License Agreement, Hilton may, in addition to terminating the License Agreement, be entitled to (depending on the nature of the breach): seek injunctive relief and/or monetary damages; suspend our access to and terminate our rights to use Licensed IP and/or Hilton Data (other than the Hilton Marks and certain other content); or terminate our rights to use the Licensed IP (including the Hilton Marks) and Hilton Data at specific locations that are not in compliance with performance standards.
Our right to use the Hilton Marks as a trade, corporate, d/b/a or similar name under the License Agreement will automatically terminate if: (i) the aggregate number of units of accommodation in our Licensed Business falls below two-thirds of the total number of units of accommodation in our entire vacation ownership business (subject to certain limited exceptions related to the integration periods for the Diamond Acquisition and Bluegreen Acquisition); (ii) we merge with or acquire control of the assets of certain Hilton competitors and we or they use their brands in any business after such acquisition; or (iii) we become an affiliate of another Hilton competitor.
The Distribution Agreement provided for certain transfers of assets and assumptions of liabilities by each of Hilton, HGV and Park and the settlement or extinguishment of certain liabilities and other obligations among Hilton, HGV and Park.
Other Agreements We entered into a Distribution Agreement and Tax Matters Agreement with Hilton and Park in connection with the spin-off. The Distribution Agreement provided for certain transfers of assets and assumptions of liabilities by each of Hilton, HGV and Park and the settlement or extinguishment of certain liabilities and other obligations among Hilton, HGV and Park.
Our products are currently marketed for sale throughout the United States, Europe, Canada, the Caribbean, Mexico, and Asia. We operate sales distribution centers in major markets and popular leisure destinations with year-round demand and a history of being a friendly environment for vacation ownership. We have approximately 100 sales distribution centers in various domestic and international locations.
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 over 100 sales distribution centers in various domestic and international locations.
We target securitizations that range in size from $100 million to $500 million and we expect the timing of future securitizations will depend on our anticipated sales volume, financing propensity and capital needs.
We target securitizations that range in size from $100 million to $500 million and we expect the timing of future securitizations will depend on our anticipated sales volume, financing propensity and capital needs. The strong performance of our outstanding loan securitizations demonstrates that loans originated by us are well regarded for their performance in the securitization market.
As of December 31, 2024, we had approximately 724,000 members across our Club offerings.
As of December 31, 2025, we had more than 720,000 members across our Club offerings.
Given the structure of our Legacy-HGV products, purchasers of Legacy-HGV VOIs on the secondary market will generally become a Legacy-HGV Club member. Purchasers of a Legacy-Diamond VOI on the secondary market may elect to join a Legacy-Diamond Club. Purchasers of a Legacy-Bluegreen VOI on the secondary market will become Legacy-Bluegreen club members.
Given the structure of our deeded HGV products, purchasers of HGV VOIs on the secondary market will generally become a Hilton Grand Vacations Club or Hilton Club member. Purchasers of a Diamond trust VOI on the secondary market may elect to join a Diamond points-based multi resort timeshare club.
In addition, in connection with the Bluegreen Acquisition, we agreed to the establishment of a minimum percentage of revenue that is required to be derived from the Hilton licensed business to maintain continued exclusivity. 11 Table of Contents License Fee and Other Fees Except for the phase-in license fees related to the Diamond Acquisition and the Bluegreen Acquisition as described below, in exchange for the license and various rights granted to us by Hilton, we pay a license fee of 5% of gross revenues to Hilton quarterly in arrears, as well as specified additional fees.
License Fee and Other Fees Except for the phase-in license fees related to the Diamond Acquisition and the Bluegreen Acquisition as described below, in exchange for the license and various rights granted to us by Hilton, we pay a license fee of 5% of gross revenues to Hilton quarterly in arrears, as well as specified additional fees.
Bluegreen’s sales and marketing platform is supported by marketing relationships with nationally recognized consumer brands and companies, such as Bass Pro, LLC and its affiliates (“Bass Pro”), which operate Bass Pro Shops and Cabela’s, and Choice Hotels International, Inc. (“Choice Hotels” or “Choice”).
Our marketing and sales activities also include marketing relationships with nationally-recognized consumer brands and companies such as Bass Pro, LLC and its affiliates (“Bass Pro”) and Choice Hotels International, Inc. (“Choice Hotels” or “Choice”). Bass Pro is a fishing, marine, hunting, camping and sports gear retailer that operates Bass Pro Shops and Cabela’s.
Because these funds are generally collected early in the year, we have substantial visibility of collection. These fees represent each owner’s allocable share of the management fee and the costs of operating and maintaining the resorts, which generally includes personnel, property taxes, insurance, a capital asset reserve to fund refurbishment and other related costs.
To fund resort operations, owners are assessed an annual maintenance fee, which includes our management fee. These fees represent each owner’s allocable share of the management fee and the costs of operating and maintaining the 6 Table of Contents resorts, which generally includes personnel, property taxes, insurance, a capital asset reserve to fund refurbishment and other related costs.
If we fail to achieve the final cumulative target related to Diamond by September 30, 2031 or the final cumulative target related to Bluegreen by September 30, 2032, Hilton has the election, by notice to us, to prohibit our future offering of HGV Max.
If we fail to achieve certain cumulative target milestones by September 30, 2031 in the case of Diamond properties or by September 30, 2032 in the case of Bluegreen properties and the shortage is more than approximately 10% in either case, Hilton has the right, by notice to us, to prohibit our sale of future offering of HGV Max.
Our lending and related activities are also subject to the laws and regulations of other jurisdictions, including, among others, laws and regulations related to consumer loans, retail installment contracts, mortgage lending, fair debt collection and credit reporting practices, loan servicing, consumer debt collection practices, mortgage disclosure, lender or mortgage loan originator licensing and registration and anti-money laundering. 9 Table of Contents Resort and Club Management Regulation Our resort management activities are subject to laws and regulations regarding community association management, public lodging, food and beverage services, liquor licensing, labor, employment, health care, health and safety, accessibility, discrimination, immigration, gaming and the environment (including climate change).
Our lending and related activities are also subject to the laws and regulations of other jurisdictions, including, among others, laws and regulations related to consumer loans, retail installment contracts, mortgage lending, fair debt collection and credit reporting practices, loan servicing, consumer debt collection practices, mortgage disclosure, lender or mortgage loan originator licensing and registration and anti-money laundering.
Building on the strength of that platform, we continuously 2 Table of Contents seek new ways to add value to our Club memberships, including enhanced product offerings, greater geographic distribution, broader exchange networks and further technological innovation, all of which drive better, more personalized vacation experiences and guest satisfaction.
Building on the strength of that platform, we continuously seek new ways to add value to our Club memberships, including enhanced product offerings, greater geographic distribution, broader exchange networks and further technological innovation, all of which drive better, more personalized vacation experiences and guest satisfaction. 2 Table of Contents As innovators in the timeshare business, we enhance our inventory strategy by developing an inventory mix focused on developed properties as well as fee-for-service and just-in-time agreements to sell VOIs on behalf of or acquired from third-party developers.
We periodically securitize timeshare financing receivables we originate in connection with the sale of VOIs to monetize receivables and achieve an efficient return on capital and manage our working capital needs.
We periodically securitize timeshare financing receivables we originate in connection with the sale of VOIs to monetize receivables and achieve an efficient return on capital and manage our working capital needs. 5 Table of Contents Timeshare Financing Receivables Origination In underwriting each loan, we obtain a credit application and a minimum down payment of 10% of the purchase price on the majority of sales of VOIs.
Board and Governance Rights Under the stockholders agreement, the Apollo Investors have the right to designate two individuals (the “Apollo Designees”) to serve on the Company’s board of directors, out of a total of nine directors.
As of February 19, 2026, the Apollo Investors owned an aggregate of 18,245,825 Apollo Closing Shares. Board and Governance Rights Under the stockholders’ agreement, the Apollo Investors have the right to designate two individuals (the “Apollo Designees”) to serve on the Company’s Board, out of a total of nine directors at the time of completing the Diamond Acquisition.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Under the Americans with Disabilities Act of 1990 and the Accessibility Guidelines promulgated thereunder (collectively, the “ADA”), all public accommodations must meet various federal requirements related to access and use by disabled persons. Compliance with ADA’s requirements could require removal of access barriers, and non-compliance could result in the U.S. government imposing fines or in private litigants winning damages.
Finally, under the Americans with Disabilities Act of 1990 and the Accessibility Guidelines promulgated thereunder (collectively, the “ADA”), all public accommodations must meet various federal requirements related to access and use by disabled persons. Compliance with ADA’s requirements could require removal of access barriers, and non-compliance could result in the U.S. government imposing fines or in private litigants winning damages.
If third parties with whom we enter into agreements are not able to fulfill their obligations to us, the inventory we expect to acquire or market and sell on their behalf may not be available on time or at all, or may not otherwise be within agreed-upon specifications, including the specifications that we must meet in order to use Hilton’s trademarks at such properties.
If third parties with whom we enter into agreements are not able to fulfill their obligations to us, the inventory we expect to acquire or market and sell may not be available on time or at all, or may not otherwise be within agreed-upon specifications, including the specifications that we must meet in order to use Hilton’s trademarks at such properties.
In addition, as part of our business strategy, we intend to continue the expansion of our operations in Japan, including by continuing to market and sell VOIs at Sesoko and Odawara resorts and continuing to opportunistically develop additional property or acquire additional inventory, as well as explore further expansion opportunities in other countries located in the Asia Pacific region, Mexico, Europe and the Caribbean.
In addition, as part of our business strategy, we intend to continue the expansion of our operations in Japan, including by continuing to market and sell VOIs at Sesoko, Odawara and Kyoto resorts and continuing to opportunistically develop additional property or acquire additional inventory, as well as explore further expansion opportunities in other countries located in the Asia Pacific region, Mexico, Europe and the Caribbean.
From time to time, we may be required to remediate such substances or remove, abate or manage asbestos, mold, radon gas, lead or other hazardous conditions at our properties. The presence or release of such toxic or hazardous substances could result in third-party claims for personal injury, property or natural resource damages, business interruption or other losses.
From time to time, we may be required to remediate such substances or remove, abate or manage asbestos, mold, radon gas, lead, petroleum or other hazardous conditions at our properties. The presence or release of such toxic or hazardous substances could result in third-party claims for personal injury, property or natural resource damages, business interruption or other losses.
Our ongoing involvement in the development of inventory presents a number of risks, including: • weakness in the capital markets limiting our ability to raise capital for completion of projects or for development of future properties or products; • construction costs and the costs of materials and supplies, to the extent they escalate faster than the pace at which we can increase the price of VOIs, adversely affecting our profits and margins; • construction delays, supply chain delays, labor shortages, zoning and other local, state or federal governmental approvals, particularly in new geographic areas with which we are unfamiliar, cost overruns, lender financial defaults, or natural or man-made disasters, such as earthquakes, tsunamis, hurricanes, floods, fires, volcanic eruptions and oil spills, increasing overall project costs, affecting timing of project completion or resulting in project cancellations; • any liability or alleged liability or resultant delays associated with latent defects in design or construction of projects we have developed or that we construct in the future adversely affecting our business, financial condition and reputation; • failure by third-party contractors to perform for any reason, exposing us to operational, reputational and financial harm; and • the existence of any title defects in properties we acquire.
Our ongoing involvement in the development of inventory presents a number of risks, including: • weakness in the capital markets limiting our ability to raise capital for completion of projects or for development of future properties or products; • construction costs and the costs of materials and supplies, to the extent they escalate faster than the pace at which we can increase the price of VOIs, adversely affecting our profits and margins; • construction delays, supply chain delays, labor shortages, zoning and other local, state or federal governmental approvals, particularly in new geographic areas with which we are unfamiliar, cost overruns, lender financial defaults, or natural or man-made disasters, such as earthquakes, tsunamis, hurricanes, floods, fires, volcanic 21 Table of Contents eruptions and oil spills, increasing overall project costs, affecting timing of project completion or resulting in project cancellations; • any liability or alleged liability or resultant delays associated with latent defects in design or construction of projects we have developed or that we construct in the future adversely affecting our business, financial condition and reputation; • failure by third-party contractors to perform for any reason, exposing us to operational, reputational and financial harm; and • the existence of any title defects in properties we acquire.
Under the terms of the Hilton license agreement, we must obtain Hilton’s approval to use the Hilton brand names and trademarks in connection with the rebranding of the Bluegreen properties to branded properties using the Hilton marks, as well as for the branding of timeshare properties that we acquire or develop in the future.
Under the terms of the Hilton license agreement, we must obtain Hilton’s approval to use the Hilton brand names and trademarks in connection with the rebranding of Diamond and Bluegreen properties to branded properties using the Hilton marks, as well as for the branding of timeshare properties that we acquire or develop in the future.
These factors include, but are not limited to: • changes in general economic conditions, including low consumer confidence, high unemployment levels, inflation, rising interest rates, and depressed real estate prices resulting from the severity and duration of any downturn in the U.S. or global economy; • war, political conditions or civil unrest, violence or terrorist activities or threats and heightened travel security measures instituted in response to these events; • the financial and general business condition of the travel industry; • statements, actions or interventions by governmental officials related to travel and the resulting negative public perception of such travel; • conditions that negatively shape public perception of travel, including travel-related accidents and outbreaks of pandemic or contagious diseases, such as coronavirus, Ebola, avian flu, severe acute respiratory syndrome (SARS), H1N1 (swine flu) and the Zika virus; • cyber-attacks; • price and availability of natural resources and supplies; • natural or manmade disasters, such as earthquakes, windstorms, tornadoes, hurricanes, typhoons, tsunamis, volcanic eruptions, floods, drought, fires, oil spills and nuclear incidents, and the effects of climate change increasing the frequency and severity of extreme weather events; and • organized labor activities, which could cause a diversion of business from resorts involved in labor negotiations and loss of business generally for the resorts we manage as a result of certain labor tactics.
These factors include, but are not limited to: • changes in general economic conditions, including low consumer confidence, high unemployment levels, inflation, rising interest rates, and depressed real estate prices resulting from the severity and duration of any downturn in the U.S. or global economy; • war, political conditions or civil unrest, violence or terrorist activities or threats and heightened travel security measures instituted in response to these events; • the financial and general business condition of the travel industry; • conditions that negatively shape public perception of travel, including travel-related accidents or statements actions or interventions by governmental officials; • pandemics, epidemics or outbreaks of contagious diseases, such as coronavirus, Ebola, avian flu, severe acute respiratory syndrome (SARS), H1N1 (swine flu) and the Zika virus; • cyber-attacks; • price and availability of natural resources and supplies; • natural or manmade disasters, such as earthquakes, windstorms, tornadoes, hurricanes, typhoons, tsunamis, volcanic eruptions, floods, drought, fires, oil spills and nuclear incidents, and the effects of climate change increasing the frequency and severity of extreme weather events; and • organized labor activities, which could cause a diversion of business from resorts involved in labor negotiations and loss of business generally for the resorts we manage as a result of certain labor tactics.
Business—Key Agreements with Hilton Worldwide Holdings. ” We will rely on Hilton to consent to our use of its trademarks at new properties we manage in the future. Under the terms of our license agreement with Hilton, we are required to obtain Hilton’s consent to use its trademarks in circumstances specified in the license agreement.
Business—Agreements with Hilton Worldwide Holdings. ” We will rely on Hilton to consent to our use of its trademarks at new properties we manage in the future. Under the terms of our license agreement with Hilton, we are required to obtain Hilton’s consent to use its trademarks in circumstances specified in the license agreement.
Environmental, health and safety requirements have also become increasingly stringent, and our costs may increase as a result. Some U.S. states and various countries are considering or have undertaken actions to regulate and reduce greenhouse gas emissions.
Environmental, health and safety requirements have also become increasingly stringent, and our costs may increase as a result. Some U.S. states and various countries are considering or have undertaken actions to regulate, disclose and reduce greenhouse gas emissions.
A purchaser of a timeshare interest in a Collection does not receive a deeded interest in any specific resort or resort accommodation but acquires a membership in the timeshare plan which is denominated by an annual or biennial allotment of points.
A purchaser of a timeshare interest does not receive a deeded interest in any specific resort or resort accommodation but acquires a membership in the timeshare plan which is denominated by an annual or biennial allotment of points.
Finally, our resort management activities subject us to a number of laws and regulations, including those that relate to public lodging, food and beverage services, liquor licenses and labor and employment, among others.
Our resort management activities subject us to a number of laws and regulations, including those that relate to public lodging, food and beverage services, liquor licenses and labor and employment, among others.
These and other risks are discussed more fully in the section entitled “Risk Factors” in Part I, Item 1A and elsewhere in this Annual Report on Form 10-K. 18 Table of Contents Risk Factors We are subject to various risks that could materially and adversely affect our business, financial condition, results of operations, liquidity and stock price.
These and other risks are discussed more fully in the section entitled “Risk Factors” in Part I, Item 1A and elsewhere in this Annual Report on Form 10-K. 17 Table of Contents Risk Factors We are subject to various risks that could materially and adversely affect our business, financial condition, results of operations, liquidity and stock price.
There is no guarantee that these measures will be adequate to safeguard against all data security breaches, system compromises or misuses of data. The integrity and protection of customer and employee data is critical to us. We could make faulty decisions if that data is inaccurate or incomplete.
There is no guarantee that these measures will be adequate to safeguard against all cybersecurity incidents, data security breaches, system compromises or misuses of data. The integrity and protection of customer and employee data is critical to us. We could make faulty decisions if that data is inaccurate or incomplete.
These mandatory disclosures regarding security incidents often lead to widespread negative publicity, and the risk of reputational harm may be magnified and/or distorted through the rapid dissemination of information over the internet, including through news articles, blogs, chat rooms, and social media sites.
These mandatory notifications regarding security incidents often lead to widespread negative publicity, and the risk of reputational harm may be magnified and/or distorted through the rapid dissemination of information over the internet, including through news articles, blogs, chat rooms, and social media sites.
These restrictions limit our ability and/or the ability of our restricted subsidiaries to, among other things: • incur or guarantee additional debt or issue disqualified stock or preferred stock; • pay dividends (including to us) and make other distributions on, or redeem or repurchase, capital stock; • make certain investments; • incur certain liens; 35 Table of Contents • enter into transactions with affiliates; • merge or consolidate; • enter into agreements that restrict the ability of restricted subsidiaries to make dividends or other payments to us; • designate restricted subsidiaries as unrestricted subsidiaries; and • transfer or sell assets.
These restrictions limit our ability and/or the ability of our restricted subsidiaries to, among other things: • incur or guarantee additional debt or issue disqualified stock or preferred stock; • pay dividends (including to us) and make other distributions on, or redeem or repurchase, capital stock; • make certain investments; • incur certain liens; • enter into transactions with affiliates; • merge or consolidate; • enter into agreements that restrict the ability of restricted subsidiaries to make dividends or other payments to us; • designate restricted subsidiaries as unrestricted subsidiaries; and • transfer or sell assets.
In addition, remediation plans can be costly and divert critical attention of our internal personnel and resources, which could increase our general and administrative expenses and decrease our net operating results. 26 Table of Contents Our business could be adversely impacted if we have deficiencies in our disclosure controls and procedures, including as a result of the material weakness identified by management.
In addition, remediation plans can be costly and divert critical attention of our internal personnel and resources, which could increase our general and administrative expenses and decrease our net operating results. Our business could be adversely impacted if we have deficiencies in our disclosure controls and procedures, including as a result of the material weakness identified by management.
Any security incident, whether actual or perceived, could harm our reputation, erode customer confidence in the effectiveness of our data security measures, negatively impact our ability to attract or retain customers, or subject us to third-party lawsuits, regulatory fines or other action or liability, which could materially and adversely affect our business and operating results.
Any security incident, whether actual or perceived, could harm our reputation, erode customer confidence in the effectiveness of our data security measures, negatively impact our ability to attract or retain customers, or subject us to third-party lawsuits, regulatory investigations, enforcement actions, fines or other action or liability, which could materially and adversely affect our business and operating results.
These fees, costs and expenses, which are both recurring and non-recurring, have been, and will continue to be, substantial. Although we believe that achieving cost synergies, benefits, and other efficiencies of the Diamond Acquisition should offset such costs, fees and expenses over time, such net benefit may not be achieved in the near term, or at all.
These fees, costs and expenses, which are both recurring and non-recurring, have been, and will continue to be, substantial. Although we believe that achieving cost synergies, benefits, and other efficiencies of these acquisitions should offset such costs, fees and expenses over time, such net benefit may not be achieved in the near term, or at all.
Registration under a respective timeshare act (or other applicable law) is not a guarantee or assurance of compliance with applicable law nor an assurance or guarantee of how any judicial body may interpret the Diamond Collections’ compliance therewith.
Registration under a respective timeshare act (or other applicable law) is not a guarantee or assurance of compliance with applicable law nor an assurance or guarantee of how any judicial body may interpret the Diamond Collections’ or Bluegreen Club’s compliance therewith.
For example, in June 2024 the FBI warned against illegal scams targeting timeshare owners, primarily older Americans, that resulted in the owners losing substantial amounts of money in some cases. Such illegal activity could deter consumers from purchasing our timeshare products, which may adversely affect our revenues and results of operations.
For example, in June 2024 the FBI warned against illegal scams targeting timeshare owners, primarily older Americans, that resulted in the owners losing substantial amounts of money in some cases. Such illegal activity could harm our reputation or deter consumers from purchasing our timeshare products, which may adversely affect our revenues and results of operations.
Moreover, we may be unable to efficiently integrate acquisitions, management attention and other resources may be diverted away from other potentially more profitable areas of our business and in some cases these acquisitions may turn out to be less compatible with our growth and operational strategy than originally anticipated.
Moreover, we may be unable to efficiently integrate acquisitions, management attention and other resources may be diverted away from other potentially more profitable areas of our business and in some cases these acquisitions 20 Table of Contents may turn out to be less compatible with our growth and operational strategy than originally anticipated.
Integrating the Diamond business and properties into our operations may place a significant burden on management and internal resources and divert management’s attention away from day-to-day business concerns.
Integrating the Diamond and Bluegreen businesses and properties into our operations may place a significant burden on management and internal resources and divert management’s attention away from day-to-day business concerns.
Failure to comply with the laws could result in legal liability or result in substantial costs related to environmental or other remediation. Laws in some jurisdictions also impose liability on property developers for construction defects discovered or repairs made by future owners of property developed by the developer.
Failure to comply with the laws could result in legal liability or result in substantial costs related to environmental or other remediation. Laws in some jurisdictions also impose liability on property developers for construction defects discovered or repairs made by 29 Table of Contents future owners of property developed by the developer.
Our future success depends on our continuing ability to identify, hire, develop, motivate, and retain highly skilled personnel for all areas of our organization. Competition in our industry for qualified employees is intense, and certain of our competitors have directly targeted our employees.
Our future success depends on our continuing ability to identify, hire, develop, motivate, and retain highly skilled personnel for all areas of our organization. Competition in our industry for qualified employees is intense, and certain of our competitors have directly 22 Table of Contents targeted our employees.
If we are unable to generate and access sufficient cash flow to service our debt and meet our other commitments, we may need to restructure or refinance all or a portion of our debt, sell material assets or operations or raise additional debt or equity capital.
If we 33 Table of Contents are unable to generate and access sufficient cash flow to service our debt and meet our other commitments, we may need to restructure or refinance all or a portion of our debt, sell material assets or operations or raise additional debt or equity capital.
Our substantial debt and other contractual obligations could have important consequences, including: • requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund our operations, capital expenditures, dividends to stockholders and to pursue future business opportunities; • increasing our vulnerability to adverse economic, industry or competitive developments; • exposing us to increased interest expense, as our degree of leverage may cause the interest rates of any future indebtedness (whether fixed or floating rate interest) to be higher than they would be otherwise; • exposing us to the risk of increased interest rates because certain of our indebtedness is at variable rates of interest; • making it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants, could result in an event of default that accelerates our obligation to repay indebtedness; • restricting us from making strategic acquisitions or causing us to make non-strategic divestitures; • limiting our ability to obtain additional financing for working capital, capital expenditures, product development, satisfaction of debt service requirements, acquisitions and general corporate or other purposes; and • limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who may be better positioned to take advantage of opportunities that our leverage prevents us from exploiting.
Our substantial debt and other contractual obligations could have important consequences, including: • requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund our operations, capital expenditures, dividends to stockholders and to pursue future business opportunities; • increasing our vulnerability to adverse economic, industry or competitive developments; • exposing us to increased interest expense, as our degree of leverage may cause the interest rates of any future indebtedness (whether fixed or floating rate interest) to be higher than they would be otherwise; • exposing us to the risk of increased interest rates because certain of our indebtedness is at variable rates of interest; • making it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants, could result in an event of default that accelerates our obligation to repay indebtedness; • restricting us from making strategic acquisitions or causing us to make non-strategic divestitures; • limiting our ability to obtain additional financing for working capital, capital expenditures, product development, satisfaction of debt service requirements, acquisitions and general corporate or other purposes; and • limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who may be better positioned to take advantage of opportunities that our leverage prevents us from exploiting. 32 Table of Contents In addition, our credit ratings will impact the cost and availability of future borrowings and, accordingly, our cost of capital.
In addition, in the event of a substantial loss, the insurance coverage we carry may not be sufficient to pay the full market value or replacement cost of the affected resort or in some cases may not provide a recovery for any part of a loss.
In addition, in the event of a substantial loss, the insurance coverage we carry may not be sufficient to pay the full market value or replacement cost of the affected resort or in some cases may not 23 Table of Contents provide a recovery for any part of a loss.
Apollo may continue to sell, in one or more transactions, including Rule 144, underwritten offering and other transactions, some, most, or all of our shares that it owns at any time in compliance with the terms of the stockholders agreement. Any such sale or sales are likely to cause the market price of our common stock to decline significantly.
Apollo may continue to sell, in one or more transactions, including Rule 144, underwritten offerings and other transactions, some, most, or all of our shares that it owns at any time in compliance with the terms of the stockholders agreement. Any such sale or sales may cause the market price of our common stock to decline significantly.
For example, among other things, our organization documents prohibit stockholder action by written consent unless such action is recommended by all directors then in office and establish advance notice requirements for nominations for elections to our board or for proposing matters that can be acted upon by stockholders at stockholder meetings.
For example, among other things, our organization documents prohibit stockholder action by written consent unless such action is recommended by all 37 Table of Contents directors then in office and establish advance notice requirements for nominations for elections to our board or for proposing matters that can be acted upon by stockholders at stockholder meetings.
Any increases in the level of participation by timeshare owners in response to such overtures and/or delinquencies or defaults with respect to the timeshare loans owed by such owners may disrupt our business and affect cash flow from collections on the timeshare loans.
Any increases in the level 26 Table of Contents of participation by timeshare owners in response to such overtures and/or delinquencies or defaults with respect to the timeshare loans owed by such owners may disrupt our business and affect cash flow from collections on the timeshare loans.
Further, we could remain obligated under guarantees or other financial obligations related to the property despite the loss of product inventory, and our members could be required to contribute toward deductibles to help cover losses. We previously identified a material weakness in our internal control over financial reporting related to the prior two fiscal years.
Further, we could remain obligated under guarantees or other financial obligations related to the property despite the loss of product inventory, and our members could be required to contribute toward deductibles to help cover losses. We previously identified a material weakness in our internal control over financial reporting.
Apollo also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may 42 Table of Contents be unavailable to us. In addition, Apollo may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investments, even though such transactions might involve risks to you.
Apollo also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may be unavailable to us. In addition, Apollo may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investments, even though such transactions might involve risks to you.
In addition, we are in competition with national and independent timeshare resale companies and members reselling existing VOIs on the 20 Table of Contents secondary market, which could reduce demand or prices for sales of new VOIs.
In addition, we are in competition with national and independent timeshare resale companies and members reselling existing VOIs on the secondary market, which could reduce demand or prices for sales of new VOIs.
Further, our ability to attract, retain and motivate key personnel and employees may be impacted if employees or prospective employees have uncertainty about their future roles with us during the integration of the Diamond Acquisition and beyond.
Further, our ability to attract, retain and motivate key personnel and employees may be impacted if employees or prospective employees have uncertainty about their future roles with us during the integration of the acquisitions and beyond.
These include targeted direct marketing, transfers of calls by Hilton of its customers to us pursuant to Marketing Services Agreement, our marketing and joint venture agreements with Bass Pro, our strategic and related agreements with Choice, the successful implementation of our digital and technology-based marketing strategy and the integration of the marketing technologies of Bluegreen and Diamond with our strategy.
These include targeted direct marketing, transfers of calls by Hilton of its customers to us pursuant to existing arrangements with Hilton, our marketing and joint venture agreements with Bass Pro, our strategic and related agreements with Choice, the successful implementation of our digital and technology-based marketing strategy and the integration of the marketing technologies of Bluegreen and Diamond with our strategy.
Any significant changes to one or more factors that adversely affect such marketing activities and arrangements will adversely impact our revenue and growth strategy. 22 Table of Contents We may experience financial and operational risks in connection with acquisitions and other opportunistic business ventures.
Any significant changes to one or more factors that adversely affect such marketing activities and arrangements will adversely impact our revenue and growth strategy. We may experience financial and operational risks in connection with acquisitions and other opportunistic business ventures.
Although we carry cyber/privacy liability insurance that is designed to protect us against certain losses related to cybersecurity risks, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise in connection with cyber-attacks, security breaches, and other related breaches.
Although we have insurance coverage that is designed to protect us against certain losses related to cybersecurity risks, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise in connection with cyber-attacks, security breaches, and other related breaches.
Our failure to comply with such laws, including any required permits or licenses, could result in substantial fines, penalties, litigation or possible revocation of our authority to conduct some of our operations.
Our failure to comply 30 Table of Contents with such laws, including any required permits or licenses, could result in substantial fines, penalties, litigation or possible revocation of our authority to conduct some of our operations.
The European Union (“EU”) General Data Protection Regulation (the “GDPR”) imposes significant obligations to businesses that sell products or services to EU customers or otherwise control or process personal data of EU residents.
For example, the European Union (“EU”) General Data Protection Regulation (the “GDPR”) imposes significant obligations onto businesses that sell products or services to EU customers or otherwise control or process personal data of EU residents.
Similarly, in connection with the Bluegreen Acquisition, we issued $900 million in aggregate principal amount of 6.625% senior notes due 2032 and borrowed term loans in an initial aggregate principal amount of $900 million due 2031. The new term loans are subject to an interest rate of SOFR plus 2.25%.
Similarly, in connection with the Bluegreen Acquisition, we issued $900 million in aggregate principal amount of 6.625% senior notes due 2032 and borrowed term loans in an initial aggregate principal amount of $900 million due 2031. These term loans are subject to an interest rate of SOFR plus 2.00%.
As a result, interest rates on our revolving credit facility or other variable rate debt offerings could be higher than current levels. As of December 31, 2024, we had approximately $2.9 billion of notional variable rate debt, representing 41% of our total indebtedness.
As a result, interest rates on our revolving credit facility or other variable rate debt offerings could be higher than current levels. As of December 31, 2025, we had approximately $2.9 billion of notional variable rate debt, representing 40% of our total indebtedness.
The Diamond Collections are registered pursuant to, exempted from, or otherwise in compliance with, the applicable statutory requirements for the sale of timeshare plans in a growing number of jurisdictions.
The Bluegreen Club and Diamond Collections are registered pursuant to, exempted from, or otherwise in compliance with, the applicable statutory requirements for the sale of timeshare plans in a growing number of jurisdictions.
In addition, we may be required to devote significant resources to social media management programs, which could result in increased costs to us. 30 Table of Contents Our increasing reliance on information technology and other systems subjects us to risks associated with cybersecurity.
In addition, we may be required to devote significant resources to social media management programs, which could result in increased costs to us. Our increasing reliance on information technology and other systems subjects us to risks associated with cybersecurity.
Risks Related to the Sale of VOIs A decline in developed or acquired VOI inventory or our failure to enter into and maintain fee-for-service agreements may have an adverse effect on our business or results of operations. In addition to VOI supply that we develop or acquire, we source VOIs through fee-for-service agreements with third-party developers.
Risks Related to the Sale of VOIs A decline in developed or acquired VOI inventory may have an adverse effect on our business or results of operations. In addition to VOI supply that we develop or acquire, we source VOIs through fee-for-service agreements with third-party developers.
If our counterparties do not perform as expected and we do not have access to the expected inventory or obtain access to inventory from alternative sources on a timely basis, our ability to achieve sales goals may be adversely affected.
If our 24 Table of Contents counterparties do not perform as expected and we do not have access to the expected inventory or obtain access to inventory from alternative sources on a timely basis, our ability to achieve sales goals may be adversely affected.
Our and former Diamond VOI owners prior to the completion of the Diamond Acquisition may be concerned about the actual or perceived impact of the Diamond Acquisition and the integration on their VOIs, including the potential reduction in quality of resorts and product offerings due to the increased size of the business and addition of new owners, the potential adverse effect on the availability of access to these resorts and other disruptions during the integration period, or the potential increase or change in HOA or other fees.
Former Diamond and Bluegreen owners and our pre-acquisition owners may be concerned about the actual or perceived impact of the acquisitions and the integration on their VOIs, including the potential reduction in quality of resorts and product offerings due to the increased size of the business and addition of new owners, the potential adverse effect on the availability of access to these resorts and other disruptions during the integration period, or the potential increase or change in HOA or other fees.
Additionally, the Repurchase Program could diminish our cash reserves, which may impact our access to capital and liquidity for general operations and implementation of our business strategy.
Additionally, the Repurchase Program could diminish our cash reserves, which may impact 38 Table of Contents our access to capital and liquidity for general operations and implementation of our business strategy.
Any significant but individually immaterial liabilities in the aggregate, and/or any material liability that was unknown or not estimable by us at the time of the acquisition, may have a material adverse effect on our financial condition and operating results. Our results will suffer if we do not effectively manage our expanded operations resulting from the Diamond Acquisition.
Any significant but individually immaterial liabilities in the aggregate, and/or any material liability that was unknown or not estimable by us at the time of the acquisitions, may have a material adverse effect on our financial condition and operating results. 35 Table of Contents Our results will suffer if we do not effectively manage our expanded operations resulting from the acquisitions.
We and Hilton have agreed to a plan to rebrand the majority of the Diamond properties, rooms and sales facilities into HGV-branded properties, rooms and sales facilities over a five-year period that includes annual and cumulative target room conversions.
We and Hilton have agreed to a plan to rebrand the majority of the Diamond and Bluegreen properties, rooms and sales facilities into HGV-branded properties, rooms and sales facilities over a specified period that includes annual and cumulative target room conversions.
If we do not achieve the applicable annual rebranding target milestones, we will be subject to an escalated royalty fee, and if we fail to achieve cumulative targets by September 2031, Hilton may prohibit our future offering and sales of HGV Max.
If we do not achieve the applicable annual rebranding target milestones, we will be subject to an escalated royalty fee, and if we fail to achieve cumulative targets by certain specified deadlines, Hilton may prohibit our future offering and sales of HGV Max.
In addition, uncertainty about the effect of the Diamond Acquisition on relationships with our suppliers, vendors, existing owners, and potential owners may hinder the integration.
In addition, uncertainty about the effect of the acquisitions on relationships with our suppliers, vendors, existing owners, and potential owners may hinder the integration.
In addition, each of Hilton and Park agreed to indemnify us with respect to such parties assumed or retained liabilities pursuant to the Distribution Agreement and breaches of the Distribution Agreement or other agreements related to the spin-offs.
Each of Hilton and Park agreed to indemnify us with respect to such parties’ assumed or retained liabilities pursuant to the Distribution Agreement and breaches of the Distribution Agreement or other agreements related to the spin-offs.
Under the Distribution Agreement and related ancillary agreements, each of us, Hilton and Park are generally responsible for the debts, liabilities and other obligations related to the business or businesses that they own and operate following the spin-off.
Under the Distribution Agreement and related ancillary agreements, each of us, Hilton and Park are generally responsible for the debts, liabilities and other obligations related to the business or businesses that they own and operate following the spin-off and for certain agreed percentages of possible shared liabilities.
Any noncompliance with any of these provisions may result in the termination of the license agreement, either automatically or at Hilton’s election.
Any noncompliance with any of these provisions may result in the termination of the license agreement, either 19 Table of Contents automatically or at Hilton’s election.
Finally, pursuant to the Tax Matters Agreement, to the extent that any taxes that may be imposed on the Hilton consolidated group for the taxable periods prior to the spin-offs relates to the timeshare business, we would in most cases be liable for the full amount attributable to the timeshare business.
To the extent that any taxes that may be imposed on the Hilton consolidated group for the taxable periods prior to the spin-offs relates to the timeshare business, we would in most cases be liable for the full amount attributable to the timeshare business.
The Diamond Collections located in the United States are alternatives to traditional deeded timeshare ownership, as they create a network of available resort accommodations at multiple locations. For those US-based Diamond Collections, title to the units available through the Diamond Collections is held in a trust or similar arrangement that is administered by an independent trustee (the “Collection Trustee”).
The Bluegreen Club and the Diamond Collections located in the United States are alternatives to traditional deeded timeshare ownership, as they create a network of available resort accommodations at multiple locations. Title to the units available through the Bluegreen Club and US-based Diamond Collections is held in a trust or similar arrangement that is administered by an independent trustee.
As of December 31, 2024, our total indebtedness was approximately $6.9 billion, of which approximately $2.3 billion was non-recourse debt. We significantly increased our level of indebtedness in connection with financing the Diamond Acquisition and the Bluegreen Acquisition.
As of December 31, 2025, our total indebtedness was approximately $7.3 billion, of which approximately $2.7 billion was non-recourse debt. We significantly increased our level of indebtedness in connection with financing the Diamond Acquisition and the Bluegreen Acquisition.
The Hilton brands we use compete with the timeshare brands affiliated with major hotel chains in national and international venues, and we compete generally with the vacation rental options generally offered by the lodging and travel industry (e.g., hotels, resorts, home and apartment sharing services, and condominium rentals) and other options such as cruises.
The Hilton brands we use compete with the timeshare brands affiliated with major hotel chains in national and international venues, and we compete generally with the vacation rental 18 Table of Contents options generally offered by the lodging and travel industry (e.g., hotels, resorts, home and apartment sharing services, and condominium rentals) and other options such as cruises and alternative travel options like travel clubs.
Further, effective December 18, 2023, the SEC requires public companies to disclose material cybersecurity incidents that they experience on a Current Report on Form 8-K within four business days of determining that a material cybersecurity incident has occurred and to disclose on an annual basis material information regarding their cybersecurity risk management, strategy and governance.
In addition, the SEC requires public companies to disclose material cybersecurity incidents that they experience on a Current Report on Form 8-K within four business days of determining that a material cybersecurity incident has occurred and to disclose on an annual basis material information regarding their cybersecurity risk management, strategy and governance.
In addition, if we cannot come to an agreement with Hilton on how to brand and operate Diamond properties that are not approved for rebranding by Hilton, our ability to successfully integrate Diamond may be materially adversely affected.
In addition, if we cannot come to an agreement with Hilton on how to brand and operate Diamond and Bluegreen properties that are not approved for rebranding by Hilton, our ability to successfully integrate Diamond and Bluegreen may be materially adversely affected. For additional information see “Item 1.
It does not constitute the endorsement of the creation, sale, promotion or operation of the Diamond Collections by any regulatory body nor relieve the developer of a Diamond Collection or any affiliates of such developer of any duty or responsibility under other statutes or any other applicable laws.
It does not constitute the endorsement of the creation, sale, promotion or operation of the resorts by any regulatory body nor relieve the developer or any affiliates of such developer of any duty or responsibility under other statutes or any other applicable laws.
If bonding capacity is unavailable, or alternatively, if the 27 Table of Contents terms and conditions and pricing of such bonding capacity are unacceptable to us, our business could be negatively affected. We have and will continue to enter into fee-for-service agreements with third-party developers to source inventory.
If bonding capacity is unavailable, or alternatively, if the terms and conditions and pricing of such bonding capacity are unacceptable to us, our business could be negatively affected. We have fee-for-service agreements with third-party developers to source inventory.
Owners of Bluegreen’s timeshare interests are allowed to use their allocated points to reserve accommodations at the various component site(s)/participating resort(s) within the Bluegreen Club, thereby giving the members greater flexibility to plan their vacations. Administering such trust structure can be complicated and requires compliance with various timeshare laws (including those laws applicable to component sites).
Owners of Bluegreen’s and Diamond’s timeshare interests are allowed to use their allocated points to reserve accommodations at the various component site(s)/participating resort(s), thereby giving the members greater flexibility to plan their vacations. Administering such trust structure can be complicated and requires compliance with various timeshare laws.
These maintenance fees are used to maintain and refurbish the timeshare properties and to keep the properties in compliance with applicable Hilton 29 Table of Contents standards and policies.
These maintenance fees are used to maintain and refurbish the timeshare properties and to keep the properties in compliance with applicable Hilton standards and policies.
In addition, some of our operations may be subject to the laws and regulations of non-U.S. jurisdictions, including the U.K.’s Bribery Act of 2010, which contains significant prohibitions on bribery and other corrupt business activities, and other local anti-corruption laws in the countries and territories in which we conduct operations.
In addition, some of our operations may be subject to the 31 Table of Contents laws and regulations of non-U.S. jurisdictions, including the U.K.’s Bribery Act of 2010, which contains significant prohibitions on bribery and other corrupt business activities, and U.K. and E.U. sanctions, as well as other local anti-corruption and sanction laws in the countries and territories in which we conduct operations.
Although we do not expect to be liable for any obligations that were not allocated to us under the Distribution Agreement, a court could disregard the allocation agreed to among the parties, and require that we assume responsibility for obligations allocated to Hilton or Park (for example, tax and/or environmental liabilities), particularly if Hilton or Park were to refuse or were unable to pay or perform the allocated obligations.
Although we do not expect to be liable for any obligations that were not allocated to us under the Distribution Agreement, a court could disregard the allocation agreed to among the parties, and require that we assume responsibility for obligations allocated to Hilton or Park (for example, tax and/or environmental liabilities), particularly if Hilton or Park were to refuse or were unable to pay or perform the allocated obligations. 39 Table of Contents Pursuant to the Distribution Agreement, we agreed to indemnify each of Hilton and Park from certain liabilities.
These risks include, but are not limited to, the following: • Macroeconomic and other factors beyond our control; • Contraction in the global economy or low levels of economic growth; • Risks inherent to the timeshare and hospitality industry, including reliance on tourism and travel, and competition within the industry; • Pandemics, epidemics and related events, including the various measures implemented or adopted to respond to such events; • Material harm to our business if we breach our license agreement with Hilton and Hilton exercises any of its remedies thereunder, which may include the loss of certain rights (such as exclusivity in the timeshare business) that we have or the termination of the license agreement; • Our ability to use the Hilton brands and trademarks and rebrand the Diamond and Bluegreen businesses and properties, and any potential consequences under the license agreement if we fail to do so; • The quality and reputation of the Hilton brands and affiliation with the Hilton Honors loyalty program; • The ability of our critical marketing programs and activities to generate tour flow and contract sales and increase our revenues; • Financial and operational risks related to acquisitions and business ventures, including partnerships or joint ventures; • Our dependence on development activities and risks related to our real estate investments; • Our current operations and future expansion outside of the United States; • Our ability to hire, retain and motivate key personnel and our reliance on the services of our management team and employees; • Third-party reservation channels affecting our bookings for room rental revenue; • Impairment losses that could adversely affect our results of operations; • Our insurance policies not covering all potential losses; • Our ability to remediate an identified material weakness and maintain effective internal controls over financial reporting and disclosure controls and procedures; • A decline in developed or acquired VOI inventory or failure to enter into and maintain fee-for service agreements or inability to source VOI inventory or finance sales if we or third-party developers are unable to access capital; • The sales of VOIs in the secondary market; • Our limited underwriting standards and a possible decline in the default rates or other credit metrics underlying our timeshare financing receivables; • The expiration, termination or renegotiation of our management agreements; • Disagreements with VOI owners or HOAs or the failure of HOA boards to collect sufficient fees or increases in maintenance fees at our resorts; • Failure to keep pace with developments in technology; • Lack of awareness or understanding of and failure to effectively manage our social media; • Cyber-attacks or our failure to maintain the security and integrity of company, employee, customer or third-party data; • Our ability to comply with a wide variety of laws, regulations and policies, including those applicable to our international operations; • Changes in privacy laws, environmental laws, tax laws or accounting rules or regulations; 17 Table of Contents • Failure to comply with laws and regulations applicable to our international operations; • Our substantial indebtedness and other contractual obligations, restrictions imposed on us by certain of our debt agreements and instruments and our variable rate indebtedness which subjects us to interest rate risk; • Failure to comply with agreements relating to our outstanding indebtedness; • Our ability, or the ability of our subsidiaries, to generate sufficient cash to meet our needs and service our indebtedness; • The ability of our board of directors to change corporate policies without stockholder approval; • Anti-takeover provisions in our organizational documents and Delaware law and consent requirements in our license agreement with Hilton that may deter a potential business combination transaction; • Fluctuation in the market price and trading volume of our common stock; • Our ability to repurchase our common stock pursuant to our share repurchase program or that our share repurchase program will enhance long-term shareholder value.
These risks include, but are not limited to, the following: • Macroeconomic and other factors beyond our control; • Contraction in the global economy or low levels of economic growth; • Operating in a highly competitive industry; • Material harm to our business if we breach our license agreement with Hilton and Hilton exercises any of its remedies thereunder, which may include the loss of certain rights (such as exclusivity in the timeshare business) that we have or the termination of the license agreement; • Our ability to use the Hilton brands and trademarks and rebrand the Diamond and Bluegreen businesses and properties, and any potential consequences under the license agreement if we fail to do so; • The quality and reputation of the Hilton brands and affiliation with the Hilton Honors loyalty program; • The ability of our critical marketing programs and activities to generate tour flow and contract sales and increase our revenues; • Financial and operational risks related to acquisitions and business ventures, including partnerships or joint ventures; • Our dependence on development activities and risks related to our real estate investments; • Our current operations and future expansion outside of the United States; • Our ability to hire, retain and motivate key personnel and our reliance on the services of our management team and employees; • Third-party reservation channels affecting our bookings for room rental revenue; • Impairment losses that could adversely affect our results of operations; • Our insurance policies not covering all potential losses; • Our ability to maintain effective internal controls over financial reporting and disclosure controls and procedures; • A decline in developed or acquired VOI inventory or inability to source VOI inventory or finance sales if we or third-party developers are unable to access capital; • The sales of VOIs in the secondary market; • Our limited underwriting standards and a possible decline in the default rates or other credit metrics underlying our timeshare financing receivables; • The expiration, termination or renegotiation of our management agreements; • Fraudulent or illegal activity related to the sale and purchase of timeshares deterring customers from purchasing our product; • Increased activity by third-party exit companies; • Disagreements with VOI owners or HOAs or the failure of HOA boards to collect sufficient fees or increases in maintenance fees at our resorts; • Failure to keep pace with developments in technology; • Lack of awareness or understanding of and failure to effectively manage our social media; • Cyber-attacks or our failure to maintain the security and integrity of company, employee, customer or third-party data; • Our ability to comply with a wide variety of laws, regulations and policies, including those applicable to our international operations; • Changes in privacy laws, environmental laws, tax laws or accounting rules or regulations; 16 Table of Contents • Failure to comply with laws and regulations applicable to our international operations; • Our substantial indebtedness and other contractual obligations, restrictions imposed on us by certain of our debt agreements and instruments and our variable rate indebtedness which subjects us to interest rate risk; • Failure to comply with agreements relating to our outstanding indebtedness; • Our ability, or the ability of our subsidiaries, to generate sufficient cash to meet our needs and service our indebtedness; • Our ability to incur substantially more debt; • Our ability to integrate the Diamond and the Bluegreen businesses successfully; • Our ability to effectively manage our expanded operations resulting from both the Diamond Acquisition and the Bluegreen Acquisition; • Potential complaints, litigation or reputational harm from former Diamond and Bluegreen owners and our pre-acquisition owners; • The ability of our board of directors to change corporate policies without stockholder approval; • The interests of significant stockholders may conflict with the interests of our other stockholders; • Anti-takeover provisions in our organizational documents and Delaware law and consent requirements in our license agreement with Hilton that may deter a potential business combination transaction; • Fluctuation in the market price and trading volume of our common stock; • Our ability to repurchase our common stock pursuant to our share repurchase program or that our share repurchase program will enhance long-term shareholder value.
A determination that specific provisions or operations of the Collections do not comply with relevant timeshare acts or applicable law may have a material adverse effect on the developer, the Collection Trustee and the related non-profit members association for each of the Diamond Collections.
A determination that specific provisions or operations of the Diamond Collections or Bluegreen Club does not comply with relevant timeshare acts or applicable law may have a material adverse effect on the developer, the trustee and the related non-profit members association.
We could be required to assume responsibility for obligations allocated to Hilton or Park under the Distribution Agreement. We entered into the Distribution Agreement with Hilton and Park prior to the distribution of our shares of common stock to Hilton stockholders.
We could be required to assume responsibility for obligations allocated to Hilton or Park under the Distribution Agreement or Tax Matters Agreement or could have indemnification obligations under such agreements. We entered into the Distribution Agreement with Hilton and Park prior to the distribution of our shares of common stock to Hilton stockholders.
The size of our business increased significantly as a result of the Diamond Acquisition. Our future success depends, in part, upon our ability to manage this expanded business, including in non-US jurisdictions where we did not have operations prior to the Diamond Acquisition, including challenges related to the management and monitoring of expanded operations and associated increased costs and complexity.
Our future success depends, in part, upon our ability to manage this expanded business, including in non-US jurisdictions where we did not have operations prior to the acquisitions as well as challenges related to the management and monitoring of expanded operations and associated increased costs and complexity.
In general, under the Tax Matters Agreement, each party is responsible for any taxes imposed on Hilton that arise from the failure of the spin-off and certain related transactions to qualify as a tax-free transaction for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code, as applicable, and certain other relevant provisions of the Code, to the extent that the failure to qualify is attributable to actions taken by such party (or with respect to such party’s stock).
In general, each party is responsible for any taxes imposed on Hilton that arise from the failure of the spin-off and certain related transactions to qualify as a tax-free transaction for U.S. federal income tax purposes under the Code, to the extent that the failure to qualify is attributable to actions taken by such party (or with respect to such party’s stock).
See Part I, Item 1C. “Cybersecurity.” Risks Related to Legal and Regulatory Requirements Our business is regulated under a wide variety of laws, regulations and policies in the United States and abroad, and failure to comply with these regulations could adversely affect our business.
Risks Related to Legal and Regulatory Requirements Our business is regulated under a wide variety of laws, regulations and policies in the United States and abroad, and failure to comply with these regulations could adversely affect our business.
Such registrations and formal exemption determinations for the Diamond Collections confirm the substantial compliance with the filing and disclosure requirements of the respective timeshare statutes by the developer of the applicable Diamond Collection.
Such registrations and formal exemption determinations confirm the substantial compliance with the filing and disclosure requirements of the respective timeshare statutes by the developer of the applicable resorts.
To the extent new debt is added to our current debt levels, the substantial leverage risks described in the preceding six risk factors would increase. Risks Related to the Integration of Diamond We may not be able to integrate the acquired Diamond business successfully.
To the extent new debt is added to our current debt levels, the substantial leverage risks described in the preceding six risk factors would increase. Risks Related to Our Acquisitions We may not be able to integrate the acquired Diamond and Bluegreen businesses successfully. We continue to integrate the Diamond and Bluegreen businesses.
There also may be issues attributable to Diamond’s operations that were inherent to the business or are based on events or actions that occurred prior to the closing of the Diamond Acquisition that may make the integration even more challenging.
There also may be issues attributable to the acquired businesses’ operations that were inherent to the business or are based on events or actions that occurred prior to the closing of each acquisition that may make the integration even 34 Table of Contents more challenging.
The interests of one of our stockholders, Apollo, may conflict with ours or yours in the future . In addition, Apollo, which owns a significant number of shares of our common stock, may sell some, most or all of our shares that it owns, which would cause our stock price to decline.
The interests of one of our significant stockholders, Apollo, may conflict with ours or the interests of our other stockholders. Apollo may sell some, most or all of our shares that it owns, which would cause our stock price to decline.
Our board of directors has authorized a share repurchase program (the “Repurchase Program”) pursuant to which we may repurchase our common stock through any combination of open market repurchases, accelerated share repurchases or privately negotiated transactions .
Share repurchases could also increase the volatility of the price of our common stock and diminish our cash reserves. Our board of directors has authorized a share repurchase program (the “Repurchase Program”) pursuant to which we may repurchase our common stock through any combination of open market repurchases, accelerated share repurchases or privately negotiated transactions .
Complaints or litigation brought by existing owners following the completion of the Diamond Acquisition could harm our reputation, discourage potential new owners and adversely impact our results of operations. Interests in the acquired Diamond resorts are offered through a trust system, which is subject to a number of regulatory and other requirements.
Complaints or litigation brought by any of these owners could harm our reputation, discourage potential new owners and adversely impact our results of operations. Interests in the Bluegreen Club and Diamond Collection are offered through a trust system, which is subject to a number of regulatory and other requirements.
Currently, our Legacy HGV products and services are offered under the Hilton brand names and affiliated with the Hilton Honors loyalty program, and we intend to continue to develop and offer products and services under the Hilton brands and affiliated with the Hilton Honors loyalty program in the future, including the products acquired in the Diamond Acquisition and the Bluegreen Acquisition.
Our HGV branded products and services are offered under the Hilton brand names and affiliated with the Hilton Honors loyalty program, and we intend to continue to develop and offer products and services under the Hilton brands and affiliated with the Hilton Honors loyalty program in the future.
The completion of the integration process could ultimately take longer than anticipated and/or could be more difficult than anticipated due to a number of reasons, including the lack of complementary products and resort offerings, delays or other challenges in converting the Diamond resorts into resorts that are suitable for HGV as part of our overall strategy and our rebranding plan, loss of valuable employees, disruption of each company’s ongoing businesses, processes and systems, inconsistencies in standards, controls, procedures, practices, policies and compensation arrangements between the two businesses, and differences in corporate cultures and philosophies, and other challenges that are inherent in such a complex integration of businesses.
This includes the lack of complementary products and resort offerings, delays or other challenges in converting the Diamond and Bluegreen resorts into resorts that are suitable for HGV as part of our overall strategy and our rebranding plan, loss of valuable employees, disruption of each company’s ongoing businesses, processes and systems, inconsistencies in standards, controls, procedures, practices, policies and compensation arrangements between the businesses, and differences in corporate cultures and philosophies, and other challenges that are inherent in such a complex integration of businesses.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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His technical responsibilities spanned product security, privacy controls, data protection, and identity management. He has also overseen security operations, incident response, threat hunting, security intelligence, analytics, and technical fraud functions and worked with legal response teams at numerous companies, including serving as a Managing Director of a cybersecurity firm.
His technical responsibilities spanned product security, privacy controls, data protection, and identity management. He has also overseen security operations, incident response, threat hunting, security intelligence, analytics, and technical fraud functions and worked with legal response teams at numerous companies, including serving as a 40 Table of Contents Managing Director of a cybersecurity firm.
We maintain layered processes that place responsibility for management and mitigation of cybersecurity risks at both the management and Board level, which is modeled after the National Institute of Standards and Technology’s cybersecurity framework, as more fully described below.
We maintain layered processes that place responsibility for management and mitigation of cybersecurity risks at both the management and Board level, which is modeled after the National Institute of Standards and Technology’s cybersecurity framework, as more fully described below. Such processes have been integrated in HGV's overall risk management processes.
These briefings include: • Current cybersecurity landscape and emerging threats; • Status of ongoing cybersecurity initiatives and strategies; • Incident reports and learnings from any cybersecurity incidents, if applicable; and • Compliance with regulatory requirements and industry standards. The Audit Committee also reviews our cybersecurity management strategy and initiatives on a regular basis with our CTO and CISO.
The CISO and the CTO provide comprehensive briefings to the Audit Committee on a regular basis, generally at least once per quarter. These briefings include: • Current cybersecurity landscape and emerging threats; • Status of ongoing cybersecurity initiatives and strategies; • Incident reports and learnings from any cybersecurity incidents, if applicable; and • Compliance with regulatory requirements and industry standards.
This includes the deployment of advanced security measures and regular system audits to identify potential vulnerabilities. In the event of a cybersecurity incident, the CISO is equipped with a well-defined incident response plan.
This includes the deployment of advanced security measures and regular system audits to identify potential vulnerabilities. In the event of a cybersecurity incident, the CISO is equipped with a well-defined incident response plan. This plan includes immediate actions designed to mitigate the impact and long-term strategies for remediation and prevention of future incidents.
Both the Audit Committee and Board will promptly be made aware of any significant cybersecurity incident, as specified in our cybersecurity incident response plan. Third-Party Engagement Recognizing the complexity and evolving nature of cybersecurity threats, we engage with a range of external experts, including cybersecurity assessors, consultants, and auditors, to periodically evaluate and test our risk management systems.
Third-Party Engagement Recognizing the complexity and evolving nature of cybersecurity threats, we engage with a range of external experts, including cybersecurity assessors, consultants, and auditors, to periodically evaluate and test our risk management systems.
The Audit Committee receives regular reports from our CTO and CISO regarding the primary cybersecurity risks facing HGV, and the steps management is taking to mitigate such risks. The CISO and the CTO provide comprehensive briefings to the Audit Committee on a regular basis, generally at least once per quarter.
Board Level Governance The Audit Committee has primary Board-level responsibility for oversight of our cybersecurity and data protection risks and serves as a liaison between management and the full Board. The Audit Committee receives regular reports from our CTO and CISO regarding the primary cybersecurity risks facing HGV, and the steps management is taking to mitigate such risks.
Removed
This plan includes immediate actions designed to mitigate the impact and long-term strategies for remediation and prevention of future incidents. 46 Table of Contents Board Level Governance The Audit Committee has primary Board-level responsibility for oversight of our cybersecurity and data protection risks. and serves as a liaison between management and the full Board.
Added
The Audit Committee also reviews our cybersecurity management strategy and initiatives on a regular basis with our CTO and CISO. Both the Audit Committee and Board will promptly be made aware of any significant cybersecurity incident, as specified in our cybersecurity incident response plan.

Item 2. Properties

Properties — owned and leased real estate

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ITEM 2. Properties Timeshare Properties As of December 31, 2024, we had over 200 properties open and operating, including properties not yet fully developed but in which VOIs were being sold. Most of our properties and units are located in vacation destinations such as Florida, Europe, Hawaii, California, South Carolina, Arizona, Virginia, and Nevada.
ITEM 2. Properties Timeshare Properties As of December 31, 2025, we had over 200 properties open and operating, including properties not yet fully developed but in which VOIs were being sold. Most of our properties and units are located in vacation destinations such as Florida, Europe, Hawaii, South Carolina, California, Arizona, Nevada, and Virginia.
Sales and Marketing Locations As of December 31, 2024, we had 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. Our products are for sale throughout the United States, Mexico, Canada, Europe and Asia.
Sales and Marketing Locations As of December 31, 2025, we had 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. Our products are for sale 41 Table of Contents throughout the United States, Europe, Canada, the Caribbean, Mexico, and Asia.
Corporate Headquarters Our main corporate headquarters are located at 6355 MetroWest Boulevard, Suite 180, Orlando, Florida 32835. The lease for this property expires in 2026 with two additional five-year renewal periods. We also have additional 47 Table of Contents corporate headquarters that are located at 5323 and 5337 Millenia Lakes Boulevard, Orlando, Florida, 32839.
Corporate Headquarters Our main corporate headquarters are located at 6355 MetroWest Boulevard, Suite 180, Orlando, Florida 32835. The lease for this property expires in 2026 with two additional five-year renewal periods. We also have additional corporate headquarters that are located at 5323 and 5337 Millenia Lakes Boulevard, Orlando, Florida, 32839. The lease for these properties expires in 2034.
The lease for these properties expires in 2034. We believe that our existing office properties are in good condition and are sufficient and suitable for the conduct of our business.
We believe that our existing office properties are in good condition and are sufficient and suitable for the conduct of our business.
We have approximately 100 sales distribution centers in various domestic and international locations. Our distribution centers and sales galleries are operated through leased and owned properties. Additionally, we have 11 call centers that are leased. Our call centers are located in Orlando, Las Vegas, Virginia Beach, Boca Raton, Knoxville, Indianapolis and the United Kingdom.
We have over 100 sales distribution centers in various domestic and international locations. Our distribution centers and sales galleries are operated through leased and owned properties. Additionally, we have 6 call centers that are leased. Our call centers are located in Orlando, Las Vegas and the United Kingdom.
We also own, manage, and lease fitness, spa and sports facilities, and/or manage the HOAs of undeveloped and partially developed land and other common area assets at some of our resorts, including resort lobbies and food and beverage outlets.
These units and properties include those developed by us or by third-party developers with whom we have entered into fee-for-service arrangements. We also own, manage, and lease fitness, spa and sports facilities, and/or manage the HOAs of undeveloped and partially developed land and other common area assets at some of our resorts, including resort lobbies and food and beverage outlets.
Removed
These units and properties include those developed by us or by third-party developers with whom we have entered into fee-for-service arrangements. As of December 31, 2024, we owned approximately 73% of all unsold intervals including 100% of all unsold points-based intervals.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “HGV.” Performance Graph The following graph compares cumulative total stockholder return of our common stock with the S&P MidCap 400 (“MidCap 400”)* Index and the Dow Jones US Travel & Leisure Total Return Index GICS Level 2 (“DJUSCGT”) over a five-year period ended on December 31, 2024.
Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “HGV.” Performance Graph The following graph compares cumulative total stockholder return of our common stock with the S&P MidCap 400 (“MidCap 400”)* Index and the Dow Jones US Travel & Leisure Total Return Index GICS Level 2 (“DJUSCGT”) over a five-year period ended on December 31, 2025.
The graph assumes that the value of the investment in our common stock and each index was $100 on December 31, 2019, and that all dividends and other distributions were reinvested.
The graph assumes that the value of the investment in our common stock and each index was $100 on December 31, 2020, and that all dividends and other distributions were reinvested.
Holders of Record The number of stockholders of record of our common stock as of February 20, 2025, was 367. Dividends Although we may return capital to stockholders through dividends or otherwise in the future, we have no current plans to pay dividends on our common stock.
Holders of Record The number of stockholders of record of our common stock as of February 19, 2026 was 394. Dividends Although we may return capital to stockholders through dividends or otherwise in the future, we have no current plans to pay dividends on our common stock.
As of February 20, 2025, we had $361 million of remaining availability under the 2024 Repurchase Plan.
As of February 19, 2026, we had $339 million of remaining availability under the 2025 Repurchase Plan.
Issuer Purchases of Equity Securities On May 3, 2023, our Board of Directors approved a share repurchase program authorizing the Company to repurchase up to an aggregate of $500 million of its outstanding shares of common stock over a two-year period (the "2023 Repurchase Plan").
Issuer Purchases of Equity Securities On July 31, 2025, HGV announced its Board of Directors approved on July 29, 2025 a share repurchase program authorizing the Company to repurchase up to an aggregate of $600 million of its outstanding shares of common stock over a two-year period (the “2025 Repurchase Plan”).
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 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.
Removed
On August 7, 2024, our Board of Directors approved a new share repurchase program authorizing the Company to repurchase up to an aggregate of $500 million of its outstanding shares of common stock over a two-year period (the "2024 Repurchase Plan") which is in addition to the 2023 Repurchase Plan.
Added
The 2025 Repurchase Plan replaced a prior Board-approved repurchase program. 43 Table of Contents During the three-month period ended December 31, 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 (1) October 1 – October 31, 2025 1,384,052 $ 43.35 1,384,052 $ 517,659,383 November 1 – November 30, 2025 1,220,406 40.01 1,220,406 468,827,314 December 1 – December 31, 2025 942,132 43.73 942,132 427,627,317 Total 3,546,590 $ 42.30 3,546,590 (1) Under the Company's publicly announced Repurchase Plans, it may repurchase shares in the open market, in privately negotiated transactions or such other manner as determined by HGV, including through repurchase plans complying with the rules and regulations of the SEC.
Removed
The shares are 49 Table of Contents retired upon repurchase. The stock repurchase programs may be suspended or discontinued at any time and will automatically expire at the end of the respective plan terms.
Added
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. From January 1, 2026 through February 19, 2026, we repurchased 1.9 million shares for $89 million.
Removed
During the three-month period ended December 31, 2024, 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 October 1 – October 31, 2024 1,309,276 $ 36.66 1,309,276 $ 504,778,477 November 1 – November 30, 2024 1,324,869 41.90 1,324,869 449,246,364 December 1 – December 31, 2024 516,712 41.60 516,712 427,742,644 Total 3,150,857 $ 39.67 3,150,857 From January 1, 2024, through February 20, 2025, we repurchased approximately 1.6 million shares for $66 million.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Adjusted EBITDA Attributable to Stockholders is Adjusted EBITDA excluding amounts attributable to the noncontrolling interest in Bluegreen/Big Cedar Vacations LLC, a joint venture in which HGV is deemed to hold a controlling financial interest based on its 51% equity interest (“Big Cedar”), its active role as the day-to-day manager of its activities, and majority voting control of its management committee.
Adjusted EBITDA Attributable to Stockholders is Adjusted EBITDA 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.
(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 amounts in rescission and sales incentives.
(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.
We believe that these actions, together with drawing on available borrowings under our revolver and preserving our capacity under our Timeshare Facility as described above, will provide adequate capital to meet our short- and long-term liquidity requirements for operating expenses and other expenditures, including payroll and related benefits, legal costs, additional costs related to complying with various regulatory requirements and to finance our long-term growth plan and capital expenditures for the foreseeable future.
We believe that these actions, together with drawing on available borrowings under our revolver credit facility and preserving our capacity under our Timeshare Facility as described above, will provide adequate capital to meet our short- and long-term liquidity requirements for operating expenses and other expenditures, including payroll and related benefits, legal costs, additional costs related to complying with various regulatory requirements and to finance our long-term growth plan and capital expenditures for the foreseeable future.
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 attributable to stockholders and net income, our most comparable U.S.
Such limitations include the fact that these measures only include those revenues and expenses related to one of the four specified operating activities as opposed to on a consolidated basis, and other limitations that are similar to those discussed above under “ EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders .” See below under “ Reconciliation of Non-GAAP Measures to GAAP Measures ” for reconciliation of these four profit measures to net income attributable to stockholders and net income, our most comparable U.S.
Fee-for-service commissions and brand fees represents sales, marketing, brand and other fees, which corresponds to the applicable line item from our consolidated statements of income, adjusted by marketing revenue and other fees earned primarily from discounted marketing related packages which encompass a sales tour to prospective owners.
Fee-for-service commissions and brand fees represents Fee-for-service commissions, package sales and other fees, which corresponds to the applicable line item from our consolidated statements of income, adjusted by marketing revenue and other fees earned primarily from discounted marketing related packages which encompass a sales tour to prospective owners.
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 known short-term liquidity requirements primarily consist of funds necessary to pay for operating expenses and other expenditures, including payroll and related benefits, legal costs, operating costs associated with the operation of our resorts and sales centers, interest and scheduled principal payments on our outstanding indebtedness, inventory-related purchase commitments, capital expenditures for renovations and maintenance at our offices and sales centers, and share repurchases.
These costs primarily consist of payroll and payroll-related costs for management of the HOAs and other services we provide where we are the employer and insurance. The corresponding expenses are presented as Cost reimbursements expense in our consolidated statements of income resulting in no effect on net income. Factors Affecting Revenues • Relationships with developers .
These costs primarily consist of payroll and payroll-related costs for management of the HOAs and other services we provide where we are the employer and insurer. The corresponding expenses are presented as Cost reimbursements expense in our consolidated statements of income resulting in no effect on net income. Factors Affecting Revenues • Relationships with developers .
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 56 Table of Contents acquisitions, restructuring, amortization of premiums and discounts resulting from purchase accounting, and other non-cash and one-time charges.
Adjusted EBITDA, presented herein, is calculated as EBITDA, as previously defined, further adjusted to exclude certain items, including, but not limited to, gains, losses and expenses in connection with: (i) other gains and losses, including asset dispositions and foreign currency transactions; (ii) debt restructurings/retirements; (iii) non-cash impairment losses; (iv) share-based and other compensation expenses; and (v) other items, including but not limited to costs associated with acquisitions, restructuring, amortization of premiums and discounts resulting from purchase accounting, and other non-cash and one-time charges.
Principal Components and Factors Affecting Our Results of Operations Principal Components of Revenues • Sales of VOIs, net represents revenue recognized from the sale of owned VOIs, net of amounts considered uncollectible and sales incentives. • Sales, marketing, brand and other fees represents sales commissions, brand fees and other fees earned on the sales of VOIs through fee-for-service agreements with third-party developers.
Principal Components and Factors Affecting Our Results of Operations Principal Components of Revenues • Sales of VOIs, net represents revenue recognized from the sale of owned VOIs, net of amounts considered uncollectible and sales incentives. • Fee-for-service commissions, package sales and other fees represents sales commissions, brand fees and other fees earned on the sales of VOIs through fee-for-service agreements with third-party developers.
Integration costs include technology-related costs, fees paid to management consultants and employee-related costs such as severance and transition. • Cost reimbursements include costs that HOAs and developers reimburse to us. These costs primarily consist of payroll and payroll-related costs for management of the HOAs and other services we provide where we are the employer and insurance.
Integration costs include technology-related costs, fees paid to management consultants and employee-related costs such as severance and transition. • Cost reimbursements include costs that HOAs and developers reimburse to us. These costs primarily consist of payroll and payroll-related costs for management of the HOAs and other services we provide where we are the employer and insurer.
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 57 Table of Contents interested parties as one of common performance measures to compare results or estimate valuations across companies in our industry.
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.
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 consolidated statements of income.
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. 51 Table of Contents • Financing profit represents financing revenue, net of financing expense, both of which correspond to the applicable line items from our consolidated statements of income.
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.
Capital-efficient arrangements, comprised of our fee-for-service and just-in-time inventory, represented 35% 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.
Because of these limitations, EBITDA and Adjusted EBITDA 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.
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.
Resort and club management also includes recurring management fees under our agreements with HOAs for day-to-day-management services, including housekeeping services, 53 Table of Contents maintenance, and certain accounting and administrative services for HOAs, generally based on a percentage of costs to operate the resorts. • Rental and ancillary services represents revenues from transient rentals of unoccupied vacation ownership units and revenues recognized from the utilization of Club points and vacation packages when points and packages are redeemed for rental stays at one of our resorts.
Resort and club management also includes recurring management fees under our agreements with HOAs for day-to-day-management services, including housekeeping services, maintenance, and certain accounting and administrative services for HOAs, generally based on a percentage of costs to operate the resorts. • Rental and ancillary services represents revenues from transient rentals of unoccupied vacation ownership units and revenues recognized from the utilization of bonus points and vacation packages when points and packages are redeemed for rental stays at one of our resorts.
Conversely, if interest rates increase significantly, it would increase 54 Table of Contents the cost of purchasing VOIs for any purchaser who is financing their acquisition and may deter potential purchasers from buying a VOI, which could result in sales declines. • Competition.
Conversely, if interest rates increase significantly, it would increase the cost of purchasing VOIs for any purchaser who is financing their acquisition and may deter potential purchasers from buying a VOI, which could result in sales declines. • Competition.
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 have over 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 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.
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 Sales Operating Metrics” below.
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 services include day-to-day operations of the resorts, maintenance of the resorts, preparation of books and financial records including reports, budgets and projections, 46 Table of Contents arranging for annual audits and maintenance fee billing and collections and employment training and personnel oversight.
Our relationships with these third parties also generate new relationships with developers and opportunities for property development that can support our growth. We believe that we have strong relationships with our third-party developers, and we are committed to the continued growth and development of these relationships.
Our relationships with these third parties also generate new relationships with developers and 47 Table of Contents opportunities for property development that can support our growth. We believe that we have strong relationships with our third-party developers, and we are committed to the continued growth and development of these relationships.
Principal Components of Expenses • Cost of VOI sales represents the costs attributable to the sales of owned VOIs recognized, as well as charges incurred related to granting credit to customers for their existing ownership when upgrading into fee-for-service projects. • Sales and marketing represents costs incurred to sell and market VOIs, including costs incurred relating to marketing and incentive programs, costs for tours, rental expense and wages and sales commissions. • Financing represents consumer financing interest expense related to our debt securitized by gross timeshare financing receivables (“Securitized Debt”) and Timeshare Facility, amortization of the related deferred loan costs and other expenses incurred in providing consumer financing and servicing loans. • Resort and club management represents costs incurred to manage resorts and the Clubs, including payroll and related costs and other administrative costs. • Rental and ancillary services include payroll and related costs, costs incurred from participating in the Hilton Honors loyalty program, retail, food and beverage costs and maintenance fees on unsold inventory. • General and administrative consists primarily of compensation expense for our corporate staff and personnel supporting our business segments, professional fees (including consulting, audit and legal fees), administrative and related expenses. • Depreciation and amortization are non-cash expenses that primarily consist of depreciation of fixed assets such as buildings and leasehold improvements and furniture and equipment at our sales centers, corporate offices, and assets purchased for future conversion to inventory, as well as amortization of our trade names, management agreement contracts, club member relationship intangibles and capitalized software. • License fee expense represents primarily the royalty fee paid to Hilton under a license agreement for the exclusive right to use the Hilton Grand Vacations mark, which is generally based on a percentage of gross sales volume of certain revenue streams. • Acquisition and integration-related expense represents direct expenses for the Diamond Acquisition and the Bluegreen Acquisition, including integration costs, legal and other professional fees.
Principal Components of Expenses • Cost of VOI sales represents the costs attributable to the sales of owned VOIs recognized. • Sales and marketing represents costs incurred to sell and market VOIs, including costs incurred relating to marketing and incentive programs, costs for tours, rental expense and wages and sales commissions. • Financing represents consumer financing interest expense related to our debt securitized by gross timeshare financing receivables (“Securitized Debt”) and Timeshare Facility, amortization of the related deferred loan costs and other expenses incurred in providing consumer financing and servicing loans. 48 Table of Contents • Resort and club management represents costs incurred to manage resorts and the Clubs, including payroll and related costs and other administrative costs. • Rental and ancillary services include payroll and related costs, costs incurred from participating in the Hilton Honors loyalty program, retail, food and beverage costs and maintenance fees on unsold inventory. • General and administrative consists primarily of compensation expense for our corporate staff and personnel supporting our business segments, professional fees (including consulting, audit and legal fees), administrative and related expenses. • Depreciation and amortization are non-cash expenses that primarily consist of depreciation of fixed assets such as buildings and leasehold improvements and furniture and equipment at our sales centers, corporate offices, and assets purchased for future conversion to inventory, as well as amortization of our trade names, management agreement contracts, club member relationship and marketing agreement intangibles and capitalized software. • License fee expense represents primarily the royalty fee paid to Hilton under a license agreement for the exclusive right to use the Hilton Grand Vacations mark, which is generally based on a percentage of gross sales volume of certain revenue streams. • Acquisition and integration-related expense represents direct expenses for the Diamond Acquisition and the Bluegreen Acquisition, including integration costs, legal and other professional fees.
Historical default rates, which represent annual defaults as a percentage of each year’s beginning gross timeshare financing receivables balance, were as follows: Year Ended December 31, 2024 2023 2022 Historical default rates (1) 10.77 % 8.56 % 7.92 % (1) A loan is considered to be in default if it is equal to or greater than 121 days past due as of the prior month end.
Historical default rates, which represent annual defaults as a percentage of each year’s beginning gross timeshare financing receivables balance, were as follows: Year Ended December 31, 2025 2024 2023 Historical default rates (1) 9.86 % 10.77 % 8.56 % (1) A loan is considered to be in default if it is equal to or greater than 121 days past due as of the prior month end.
Cash flows used in operating activities primarily include spending for the purchase and development of real estate for future 67 Table of Contents conversion to inventory and funding our working capital needs.
Cash flows used in operating activities primarily include spending for the purchase and development of real estate for future conversion to inventory and funding our working capital needs.
The following table exhibits our VOI inventory spending for the years ended December 31, 2024, 2023 and 2022.
The following table exhibits our VOI inventory spending for the years ended December 31, 2025, 2024 and 2023.
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 67% and 63% for the years ended December 31, 2024, and 2023, respectively.
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 67% for both of the years ended December 31, 2025, and 2024.
For the years ended December 31, 2024, 2023 and 2022, 72%, 70% and 71% of our contract sales were to our existing owners, respectively. We provide financing for members purchasing our developed and acquired inventory and generate interest income on the loans.
For the years ended December 31, 2025, 2024 and 2023, 74%, 72% and 70% of our contract sales were to our existing owners. We provide financing for members purchasing our developed and acquired inventory and generate interest income on the loans.
Discussions of our financial condition and results of operations for the year ended December 31, 2023 compared to December 31, 2022 that have been omitted under this item can be found in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2023 , which was filed with the Securities and Exchange Commission on February 29, 2024.
Discussions of our financial condition and results of operations for the year ended December 31, 2024 compared to December 31, 2023 that have been omitted under this item can be found in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our A nnual Report on Form 10-K for the year ended December 31, 2024 , which was filed with the Securities and Exchange Commission on March 3, 2025.
See Note 15: Debt and Non-Recourse Debt for additional information. • In April 2024, we completed a securitization of approximately $240 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 15: Debt and Non-Recourse Debt for additional information. • In August 2025, we completed a securitization of $400 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.
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 December 31, 2024, our inventory-related purchase commitments totaled $15 million over 2 years.
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 December 31, 2025, our inventory-related purchase commitments totaled $226 million over a period of 10 years.
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 year ended December 31, 2024, sales from fee-for-service and just-in-time inventory were 18% and 19% of contract sales, respectively.
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. 45 Table of Contents For the year ended December 31, 2025, sales from fee-for-service and just-in-time inventory were 17% and 9% of contract sales, respectively.
Based on the type of Club membership, members have the flexibility to exchange their VOIs for stays at any Hilton Grand Vacations resort, any property in the Hilton system of 24 industry-leading brands across approximately 8,300 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.
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 25 industry-leading brands with over 9,000 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.
EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders are not recognized terms under U.S. GAAP and should not be considered as alternatives to net income or other measures of financial performance or liquidity derived in accordance with U.S. GAAP. In addition, our definitions of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies.
EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders are not recognized terms under U.S. GAAP and should not be considered as alternatives to net income or other measures of financial performance or liquidity derived in accordance with U.S. GAAP.
The following highlights certain matters that impacted our liquidity for the year ended December 31, 2024: • As of December 31, 2024, we had total cash and cash equivalents of $328 million and restricted cash of $438 million.
The following highlights certain matters that impacted our liquidity for the year ended December 31, 2025: • As of December 31, 2025, we had total cash and cash equivalents of $239 million and restricted cash of $332 million.
Year Ended December 31, ($ in millions) 2024 2023 2022 VOI spending - owned properties (1) $ 318 $ 243 $ 161 VOI spending - fee-for-service upgrades (2) — 16 13 Purchases and development of real estate for future conversion to inventory 127 39 8 Total VOI inventory spending $ 445 $ 298 $ 182 (1) For the years ended December 31, 2024, 2023, and 2022, our VOI inventory spending on owned properties relates to properties that are classified as Inventory on our consolidated balance sheets.
Year Ended December 31, ($ in millions) 2025 2024 2023 VOI spending - owned properties (1) $ 273 $ 318 $ 243 VOI spending - fee-for-service upgrades (2) — — 16 Purchases and development of real estate for future conversion to inventory 96 127 39 Total VOI inventory spending $ 369 $ 445 $ 298 (1) Relates to costs on properties that are classified as Inventory on our consolidated balance sheets.
As of December 31, 2024, we had $1.2 billion of notes that were current on payments but not securitized. Of that figure, approximately $749 million could be monetized through either warehouse borrowing or securitization while another $291 million of mortgage notes we anticipate being eligible following certain customary milestones such as first payment, deeding and recording.
As of December 31, 2025, we had $943 million of notes that were current on payments but not securitized. Of that figure, $374 million could be monetized through either warehouse borrowing or securitization while another $388 million of mortgage notes we anticipate being eligible following certain customary milestones such as first payment, deeding and recording.
Restricted cash primarily consists of escrow deposits received on VOI sales and reserves related to non-recourse debt. • During the year ended December 31, 2024, we repurchased 10 million shares for $432 million under our share repurchase programs.
Restricted cash primarily consists of escrow deposits received on VOI sales and reserves related to non-recourse debt. • During the year ended December 31, 2025, we repurchased 15 million shares for $600 million, excluding the excise tax, under our share repurchase programs.
In periods where more upgrades are occurring and we are not generating increased sales volume on unsold supply, we could see an adverse effect on our cash flows, margins and profits. 55 Table of Contents Furthermore, construction delays, zoning and other local, state or federal governmental approvals, particularly in new geographic areas with which we are unfamiliar, cost overruns, lender financial defaults, or natural or man-made disasters, as well as failure by third-party contractors to perform for any reason, could lead to an adverse effect on our cash flows, margins and profits. • Sales and marketing expense .
Furthermore, construction delays, zoning and other local, state or federal governmental approvals, particularly in new geographic areas with which we are unfamiliar, cost overruns, lender financial defaults, or natural or man-made disasters, as well as failure by third-party contractors to perform for any reason, could lead to an adverse effect on our cash flows, margins and profits. • Sales and marketing expense .
Sources and Uses of Our Cash The following table summarizes our net cash flows and key metrics related to our liquidity: Year Ended December 31, 2024 vs 2023 ($ in millions) 2024 2023 2022 $ Net cash provided by (used in): Operating activities $ 309 $ 312 $ 747 $ (3) Investing activities (1,571) (158) (97) (1,413) Financing activities 1,156 183 (782) 973 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.
Sources and Uses of Our Cash The following table summarizes our net cash flows and key metrics related to our liquidity: Year Ended December 31, 2025 vs 2024 ($ in millions) 2025 2024 2023 $ Net cash provided by (used in): Operating activities $ 300 $ 309 $ 312 $ (9) Investing activities (146) (1,571) (158) 1,425 Financing activities (338) 1,156 183 (1,494) 61 Table of Contents 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.
In addition, we compete based on brand name recognition and reputation. Our primary branded competitors in the timeshare space include Marriott Vacations Worldwide, Travel + Leisure Co., Disney Vacation Club, Holiday Inn Club Vacations, Westgate Resorts, and Bluegreen Vacations, which we acquired on January 17, 2024.
In addition, we compete based on brand name recognition and reputation. Our primary competitors in the timeshare space include Marriott Vacations Worldwide, Travel + Leisure Co., Disney Vacation Club, Holiday Inn Club Vacations, Westgate Resorts and the Berkley Group.
See below under “Segment Results” for reconciliation of our EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders to net income attributable to stockholders and net income, our most comparable U.S. GAAP financial measure.
See below under “Reconciliation of Non-GAAP Measures to GAAP Measures” for reconciliation of our EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders to net income attributable to stockholders and net income, our most comparable U.S. GAAP financial measures.
See Note 15: Debt & Non-recourse Debt for more information. • As of December 31, 2024, we have $715 million remaining borrowing capacity under the revolver credit facility. • As of December 31, 2024, we have an aggregate of $423 million remaining borrowing capacity under our Timeshare Facility.
See Note 15: Debt and Non-Recourse Debt for additional information. • As of December 31, 2025, we have $809 million remaining borrowing capacity under the revolver credit facility. • As of December 31, 2025, we have an aggregate of $235 million remaining borrowing capacity under our Timeshare Facility.
Financing Activities Net cash provided by financing activities for the year ended December 31, 2024 was $1,156 million, compared to $183 million for the same period in 2023.
Financing Activities Net cash used in financing activities for the year ended December 31, 2025 was $338 million, compared to net cash provided of $1,156 million for the same period in 2024.
See Item 1. Business for more information on our reportable segments and sources of revenue. 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.
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.
See Note 15: Debt and Non-Recourse Debt for additional information. • In May 2024, we completed a securitization of approximately $375 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 15: Debt and Non-Recourse Debt for additional information. • In December 2025, we completed a securitization of $400 million of gross timeshare financing receivables. The proceeds were used to pay down debt and for other general corporate purposes.
For a discussion of our definition of EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders, how management uses them to manage our business and material limitations on their usefulness, refer to “—Key Business and Financial Metrics—EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders.” The following table reconciles our segment Adjusted EBITDA to Adjusted EBITDA to Adjusted EBITDA Attributable to Stockholders: Year Ended December 31, 2024 vs 2023 ($ in millions) 2024 2023 2022 $ % Adjusted EBITDA: Real estate sales and financing (1) $ 802 $ 754 $ 865 $ 48 6.4 Resort operations and club management (1) 604 504 463 100 19.8 Adjustments: Adjusted EBITDA from unconsolidated affiliates 20 14 15 6 42.9 License fee expense (171) (138) (124) (33) 23.9 General and administrative (2) (161) (129) (154) (32) 24.8 Adjusted EBITDA 1,094 1,005 1,065 89 8.9 Adjusted EBITDA attributable to noncontrolling interest 16 — — 16 100% Adjusted EBITDA attributable to stockholders $ 1,078 $ 1,005 $ 1,065 $ 73 100% (1) Includes intersegment transactions, share-based compensation, depreciation and other adjustments attributable to the segments.
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: Year Ended December 31, 2025 vs 2024 ($ in millions) 2025 2024 2023 $ % Adjusted EBITDA: Real estate sales and financing (1) $ 707 $ 802 $ 754 $ (95) (11.8) Resort operations and club management (1) 620 604 504 16 2.6 Adjustments: Adjusted EBITDA from unconsolidated affiliates 20 20 14 — — License fee expense (214) (171) (138) (43) 25.1 General and administrative (2) (164) (161) (129) (3) 1.9 Adjusted EBITDA 969 1,094 1,005 (125) (11.4) Adjusted EBITDA attributable to noncontrolling interest 19 16 — 3 18.8 Adjusted EBITDA attributable to stockholders $ 950 $ 1,078 $ 1,005 $ (128) — (1) Includes intersegment transactions, share-based compensation, depreciation and other adjustments attributable to the segments.
GAAP financial measures. 58 Table of Contents Results of Operations Year Ended December 31, 2024 Compared with Year Ended December 31, 2023 The following discussion and analysis of our financial condition and results of operations is for the year ended December 31, 2024 compared with the year ended December 31, 2023.
The following discussion and analysis of our financial condition and results of operations is for the year ended December 31, 2025 compared with the year ended December 31, 2024.
Non-Operating Expenses Year Ended December 31, 2024 vs 2023 (1) ($ in millions) 2024 2023 2022 $ % Interest expense $ 329 $ 178 $ 142 $ 151 84.8 Equity in earnings from unconsolidated affiliates (18) (12) (13) (6) 50.0 Other loss (gain), net 11 (2) 1 13 NM Income tax expense 76 136 129 (60) (44.1) (1) NM - Fluctuation in terms of percentage change is not meaningful.
Non-Operating Expenses Year Ended December 31, 2025 vs 2024 (1) ($ in millions) 2025 2024 2023 $ % Interest expense $ 311 $ 329 $ 178 $ (18) (5.5) Equity in earnings from unconsolidated affiliates (19) (18) (12) (1) 5.6 Other (gain) loss, net (7) 11 (2) (18) NM Income tax expense 76 76 136 — — (1) NM - Fluctuation in terms of percentage change is not meaningful.
Resort and club management expenses increased $34 million for the year ended December 31, 2024, compared to the same period in 2023.
Resort and club management expenses increased $16 million for the year ended December 31, 2025, compared to the same period in 2024 primarily due to property management expenses.
Net income attributable to noncontrolling interest We include in our consolidated financial statements the results of operations and financial condition of Big Cedar, the joint venture with Bluegreen/Big Cedar Vacations, LLC in which HGV holds 51% equity interest.
Net income attributable to noncontrolling interest Year Ended December 31, 2025 vs 2024 ($ in millions) 2025 2024 2023 $ % Net income attributable to noncontrolling interest $ 18 $ 13 $ — $ 5 38.5 We include in our 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.
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.
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. 50 Table of Contents EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders have limitations as analytical tools and should not be considered either in isolation or as a substitute for net income, cash flow or other methods of analyzing our results as reported under U.S.
See Note 15: Debt and Non-Recourse Debt for additional information. • In November 2024, we completed a securitization of approximately $500 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 20: Earnings Per Share for additional information. • In June 2025, we completed a securitization of $300 million of gross timeshare financing receivables. The proceeds were used to pay down in part some of our existing debt and for other general corporate purposes.
GAAP financial measure, to Fee-for-service commissions and brand fees, and Sales and marketing expense, our most comparable U.S. GAAP financial measure, to Sales and marketing expense, net. Fee-for-service commissions and brand fees and Sales and marketing, net, are used in calculating our real estate profit and real estate profit margin. See “Real Estate Sales and Financing Segment—Real Estate” below.
Fee-for-service commissions and brand fees and Sales and marketing, net, are used in calculating our real estate profit and real estate profit margin. See “Real Estate Sales and Financing Segment—Real Estate” above.
As of December 31, 2024, we have over 200 properties located in the United States (“U.S.”), Europe, Canada, the Caribbean, Mexico and Asia. A significant number of our properties and VOIs are concentrated in Florida, Europe, Hawaii, California, South Carolina, Arizona, Virginia and Nevada, inclusive of the new locations acquired in connection with the Bluegreen Acquisition.
As of December 31, 2025, we have over 200 properties located in the United States (“U.S.”), Europe, Canada, the Caribbean, Mexico and Asia. A significant number of our properties and VOIs are concentrated in Florida, Europe, Hawaii, South Carolina, California, Arizona, Nevada and Virginia. Our properties feature spacious, condominium-style accommodations with superior amenities and quality service.
Other Operating Expenses Year Ended December 31, 2024 vs 2023 ($ in millions) 2024 2023 2022 $ % General and administrative $ 199 $ 194 $ 212 $ 5 2.6 Depreciation and amortization 268 213 244 55 25.8 License fee expense 171 138 124 33 23.9 Impairment expense 2 3 17 (1) (33.3) General and administrative expenses increased by $5 million for the year ended December 31, 2024, compared to the same period in 2023.
Other Operating Expenses Year Ended December 31, 2025 vs 2024 ($ in millions) 2025 2024 2023 $ % General and administrative $ 215 $ 199 $ 194 $ 16 8.0 Depreciation and amortization 273 268 213 5 1.9 License fee expense 214 171 138 43 25.1 Impairment expense 3 2 3 1 50.0 General and administrative expenses increased by $16 million for the year ended December 31, 2025, compared to the same period in 2024 primarily due to employee-related costs.
Year Ended December 31, 2024 vs 2023 ($ in millions) 2024 2023 2022 $ % Revenues: Real estate sales and financing $ 3,010 $ 2,357 $ 2,378 $ 653 27.7 Resort operations and club management 1,528 1,291 1,197 237 18.4 Total segment revenues 4,538 3,648 3,575 890 24.4 Cost reimbursements 516 386 297 130 33.7 Intersegment eliminations (1) (73) (56) (37) (17) 30.4 Total revenues $ 4,981 $ 3,978 $ 3,835 $ 1,003 25.2 (1) See Note 22: Business Segments in our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for details on the intersegment eliminations.
Year Ended December 31, 2025 vs 2024 ($ in millions) 2025 2024 2023 $ % Revenues: Real estate sales and financing $ 2,989 $ 3,010 $ 2,357 $ (21) (0.7) Resort operations and club management 1,625 1,528 1,291 97 6.3 Total segment revenues 4,614 4,538 3,648 76 1.7 Cost reimbursements 534 516 386 18 3.5 Intersegment eliminations (1) (101) (73) (56) (28) 38.4 Total revenues $ 5,047 $ 4,981 $ 3,978 $ 66 1.3 (1) See Note 22: Business Segments in our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for details on the intersegment eliminations.
We use a technique referred to as static pool analysis as the basis for determining our general reserve requirements on our financing receivables.
We determine our financing receivables to be past due based on the contractual terms of the individual mortgage loans. We use a technique referred to as static pool analysis as the basis for determining our general reserve requirements on our financing receivables.
Year Ended December 31, 2024 vs 2023 ($ in millions) 2024 2023 2022 $ % Sales, marketing, brand and other fees $ 637 $ 634 $ 620 $ 3 0.5 Less: Marketing revenue and other fees (1) (309) (241) (208) (68) 28.2 Fee-for-service commissions and brand fees $ 328 $ 393 $ 412 $ (65) (16.5) Sales and marketing expense $ 1,768 $ 1,281 $ 1,146 $ 487 38.0 Less: Marketing revenue and other fees (1) (309) (241) (208) (68) 28.2 Sales and marketing expense, net $ 1,459 $ 1,040 $ 938 $ 419 40.3 (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.
Year Ended December 31, 2025 vs 2024 ($ in millions) 2025 2024 2023 $ % Fee-for-service commissions, package sales and other fees $ 664 $ 637 $ 634 $ 27 4.2 Less: Package sales and other fees (1) (336) (309) (241) (27) 8.7 Fee-for-service commissions and brand fees $ 328 $ 328 $ 393 $ — — Sales and marketing expense $ 1,871 $ 1,768 $ 1,281 $ 103 5.8 Less: Package sales and other fees (1) (336) (309) (241) (27) 8.7 Sales and marketing expense, net $ 1,535 $ 1,459 $ 1,040 $ 76 5.2 (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.
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 51 Table of Contents third-party developers and have focused our inventory strategy on developing an optimal inventory mix.
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 adequacy of the related allowance is determined by management through analysis of several factors requiring judgment, such as current economic conditions and industry trends, as well as the specific risk characteristics of the portfolio, including historic and assumed default rates.
The adequacy of the related allowance is determined by management through analysis of the specific risk characteristics of the portfolio, including historic and assumed default rates.
GAAP financial measures, to EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders: Year Ended December 31, 2024 vs 2023 (1) ($ in millions) 2024 2023 2022 $ % Net income attributable to stockholders $ 47 $ 313 $ 352 $ (266) (85.0) Net income attributable to noncontrolling interest 13 — — 13 100% Net income 60 313 352 (253) (80.8) Interest expense 329 178 142 151 84.8 Income tax expense 76 136 129 (60) (44.1) Depreciation and amortization 268 213 244 55 25.8 Interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates 2 2 2 — — EBITDA 735 842 869 (107) (12.7) Other loss (gain), net 11 (2) 1 13 NM Share-based compensation expense 47 40 46 7 17.5 Impairment expense 2 3 17 (1) (33.3) Acquisition and integration-related expense 237 68 67 169 NM Other adjustment items (2) 62 54 65 8 14.8 Adjusted EBITDA 1,094 1,005 1,065 89 8.9 Adjusted EBITDA attributable to noncontrolling interest 16 — — 16 100% Adjusted EBITDA attributable to stockholders $ 1,078 $ 1,005 $ 1,065 $ 73 100% (1) NM - fluctuation in terms of percentage change is not meaningful.
GAAP financial measures, to EBITDA, Adjusted EBITDA and Adjusted EBITDA Attributable to Stockholders: Year Ended December 31, 2025 vs 2024 (1) ($ in millions) 2025 2024 2023 $ % Net income attributable to stockholders $ 81 $ 47 $ 313 $ 34 72.3 Net income attributable to noncontrolling interest 18 13 — 5 38.5 Net income 99 60 313 39 65.0 Interest expense 311 329 178 (18) (5.5) Income tax expense 76 76 136 — — Depreciation and amortization 273 268 213 5 1.9 Interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates 1 2 2 (1) (50.0) EBITDA 760 735 842 25 3.4 Other (gain) loss, net (7) 11 (2) (18) NM Share-based compensation expense 64 47 40 17 36.2 Impairment expense 3 2 3 1 50.0 Acquisition and integration-related expense 98 237 68 (139) (58.6) Other adjustment items (2) 51 62 54 (11) (17.7) Adjusted EBITDA 969 1,094 1,005 (125) (11.4) Adjusted EBITDA attributable to noncontrolling interest 19 16 — 3 18.8 Adjusted EBITDA attributable to stockholders $ 950 $ 1,078 $ 1,005 $ (128) — (1) NM - fluctuation in terms of percentage change is not meaningful.
Year Ended December 31, 2024 vs 2023 ($ in millions) 2024 2023 2022 $ % Sales of VOIs, net $ 1,909 $ 1,416 $ 1,491 $ 493 34.8 Fee-for-service commissions and brand fees 328 393 412 (65) (16.5) Sales revenue 2,237 1,809 1,903 428 23.7 Less: Cost of VOI sales 239 194 274 45 23.2 Sales and marketing expense, net 1,459 1,040 938 419 40.3 Real Estate expense 1,698 1,234 1,212 464 37.6 Real Estate profit $ 539 $ 575 $ 691 $ (36) (6.3) Real Estate profit margin (1) 24.1 % 31.8 % 36.3 % (1) Excluding the marketing revenue and other fees adjustment, Real estate profit margin was 21.2%, 28.0% and 32.7% for the years ended December 31, 2024, 2023 and 2022, respectively.
Real Estate Sales and Financing Segment Real Estate Year Ended December 31, 2025 vs 2024 ($ in millions) 2025 2024 2023 $ % Sales of VOIs, net $ 1,812 $ 1,909 $ 1,416 $ (97) (5.1) Fee-for-service commissions and brand fees 328 328 393 — — Sales revenue 2,140 2,237 1,809 (97) (4.3) Less: Cost of VOI sales 152 239 194 (87) (36.4) Sales and marketing expense, net 1,535 1,459 1,040 76 5.2 Real Estate expense 1,687 1,698 1,234 (11) (0.6) Real Estate profit $ 453 $ 539 $ 575 $ (86) (16.0) Real Estate profit margin (1) 21.2 % 24.1 % 31.8 % (1) Excluding the marketing revenue and other fees adjustment, Real estate profit margin was 18.3%, 21.2% and 28.0% for the years ended December 31, 2025, 2024 and 2023.
Year Ended December 31, 2024 vs 2023 (1) ($ in millions) 2024 2023 2022 $ % Net income attributable to stockholders $ 47 $ 313 $ 352 $ (266) (85.0) Net income attributable to noncontrolling interest 13 — — 13 100% Net income 60 313 352 (253) (85.0) Interest expense 329 178 142 151 84.8 Income tax expense 76 136 129 (60) (44.1) Depreciation and amortization 268 213 244 55 25.8 Interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates 2 2 2 — — EBITDA 735 842 869 (107) (12.7) Other loss (gain), net 11 (2) 1 13 NM Equity in earnings from unconsolidated affiliates (2) (20) (14) (15) (6) 42.9 Impairment expense 2 3 17 (1) (33.3) License fee expense 171 138 124 33 23.9 Acquisition and integration-related expense 237 68 67 169 NM General and administrative 199 194 212 5 2.6 Profit $ 1,335 $ 1,229 $ 1,275 $ 106 8.6 Real estate profit 539 575 691 (36) (6.3) Financing profit 276 208 164 68 32.7 Resort and club management profit 511 392 373 119 30.4 Rental and ancillary services profit 9 54 47 (45) (83.3) Profit $ 1,335 $ 1,229 $ 1,275 $ 106 8.6 (1) NM - fluctuation in terms of percentage change is not meaningful.
Year Ended December 31, 2025 vs 2024 (1) ($ in millions) 2025 2024 2023 $ % Net income attributable to stockholders $ 81 $ 47 $ 313 $ 34 72.3 Net income attributable to noncontrolling interest 18 13 — 5 38.5 Net income 99 60 313 39 65.0 Interest expense 311 329 178 (18) (5.5) Income tax expense 76 76 136 — — Depreciation and amortization 273 268 213 5 1.9 Interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates 1 2 2 (1) (50.0) EBITDA 760 735 842 25 3.4 Other (gain) loss, net (7) 11 (2) (18) NM Equity in earnings from unconsolidated affiliates (2) (20) (20) (14) — — Impairment expense 3 2 3 1 50.0 License fee expense 214 171 138 43 25.1 Acquisition and integration-related expense 98 237 68 (139) (58.6) General and administrative 215 199 194 16 8.0 Profit $ 1,263 $ 1,335 $ 1,229 $ (72) (5.4) Real estate profit 453 539 575 (86) (16.0) Financing profit 298 276 208 22 8.0 Resort and club management profit 551 511 392 40 7.8 Rental and ancillary services profit (39) 9 54 (48) (533.3) Profit $ 1,263 $ 1,335 $ 1,229 $ (72) (5.4) (1) NM - fluctuation in terms of percentage change is not meaningful.
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. Our primary source of funding to satisfy these requirements is derived from sales and financing of vacation ownership intervals, management of our resorts and Clubs, and rentals of available inventory.
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, and share repurchases.
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.
Increases in interest rates would increase the consumer financing interest expense we pay on the Timeshare Facility and securitized debt and could adversely affect our financing operations in future securitization or other debt transactions, affecting net cash flow, margins and profits. 49 Table of Contents Key Business and Financial Metrics Real Estate Sales Operating Metrics We measure our performance using the following key operating metrics: • Contract sales represent the total amount of VOI products (fee-for-service, just-in-time, developed, and points-based) under purchase agreements signed during the period where we have received a down payment of at least 10% of the contract price.
Contractual Obligations Our commitments primarily relate to agreements with developers to purchase or construct vacation ownership units, operating leases and obligations associated with our debt, non-recourse debt and the related interest. As of December 31, 2024, we were committed to $9,333 million in contractual obligations over 10 years, $972 million of which will be fulfilled in 2025.
As of December 31, 2025, we had $428 million of remaining availability under the 2025 Repurchase Plan. Contractual Obligations Our commitments primarily relate to agreements with developers to purchase or construct vacation ownership units, operating leases, marketing and license fee agreements and obligations associated with our debt, non-recourse debt and the related interest.
The change in net cash flows provided by operating activities for the year ended December 31, 2024, compared to the same period in 2023 was primarily due to decreases in net income and cash used for working capital, partially offset by increases in provision for financing receivable losses and depreciation and amortization expenses.
The change in net cash flows provided by operating activities for the year ended December 31, 2025, compared to the same period in 2024 was primarily due to a $92 million increase in cash used for working capital, a $27 million increase in deferred tax benefit and a $18 million change in other gains and losses, partially offset by a $65 million increase in provision for financing receivable losses, a $39 million increase in net income and a $17 million increase in share-based compensation expense.
Also included in Sales, marketing, brand and other fees are revenues from marketing and incentive programs, except for redemption of prepaid vacation packages and Club bonus points for stays at HGV properties, which are included in Rental and ancillary services . • Financing represents revenue from the financing of sales of our owned intervals, which includes interest income and fees from servicing loans.
All sales commissions and brand fees are based on the total sales price of the VOIs. Also included in Fee-for-service commissions, package sales and other fees are revenues from marketing and incentive programs, except for redemption of vacation packages and bonus points for stays at HGV properties, which are included in Rental and ancillary services .
See Note 2: Summary of Significant Accounting Policies in our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information. 70 Table of Contents
A 0.5% increase to our projected default rates used in the allowance calculation would increase our allowance for financing receivables losses by $26 million. See Note 2: Summary of Significant Accounting Policies in our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information. 64 Table of Contents
The weighted-average FICO score for loans to U.S. and Canadian borrowers at the time of origination were as follows: Year Ended December 31, 2024 2023 2022 Weighted-average FICO score 741 737 735 52 Table of Contents Prepayment is permitted without penalty.
The weighted-average FICO scores for loans to U.S. and Canadian borrowers at the time of origination were as follows: Year Ended December 31, 2025 2024 2023 Weighted-average FICO score 734 741 737 Prepayment is permitted without penalty. When a member defaults, we ultimately return their VOI to inventory for resale and that member no longer participates in our Clubs.
Year Ended December 31, 2024 vs 2023 (1) ($ in millions, except Tour flow and VPG) 2024 2023 2022 $ % Contract sales $ 3,002 $ 2,310 $ 2,381 $ 692 30.0 Adjustments: Fee-for-service sales (2) (540) (644) (693) 104 (16.1) Provision for financing receivables losses (363) (171) (142) (192) NM Reportability and other: Net recognition (deferral) of sales of VOIs under construction (3) (52) (35) 31 (17) 48.6 Fee-for-service sale upgrades, net — 19 18 (19) (100.0) Other (4) (138) (63) (104) (75) NM Sales of VOIs, net $ 1,909 $ 1,416 $ 1,491 $ 493 34.8 Tour flow 835,181 608,367 517,117 226,814 VPG $ 3,572 $ 3,760 $ 4,432 $ (188) (1) NM - fluctuation in terms of percentage change is not meaningful.
Real Estate Sales Operating Metrics Year Ended December 31, 2025 vs 2024 (1) ($ in millions, except Tour flow and VPG) 2025 2024 2023 $ % Contract sales $ 3,314 $ 3,002 $ 2,310 $ 312 10.4 Adjustments: Fee-for-service sales (2) (547) (540) (644) (7) 1.3 Provision for financing receivables losses (422) (363) (171) (59) 16.3 Reportability and other: Net (deferrals) of sales of VOIs under construction (3) (368) (52) (35) (316) NM Fee-for-service sale upgrades, net — — 19 — — Other (4) (165) (138) (63) (27) 19.6 Sales of VOIs, net $ 1,812 $ 1,909 $ 1,416 $ (97) (5.1) Tour flow 856,676 835,181 608,367 21,495 VPG $ 3,851 $ 3,572 $ 3,760 $ 279 (1) NM - fluctuation in terms of percentage change is not meaningful.
This amount includes $1,824 million of interest on our debt and non-recourse debt, of which $387 million will be incurred in 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.
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 62 Table of Contents circumstances.
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.
Contract sales increased $312 million for the year ended December 31, 2025, compared to the same period in 2024 primarily due to increases in both VPG of 7.8% and tour flow of 2.6%. 52 Table of Contents Net Construction Deferral Activity In accordance with Accounting Standards Codification Topic 606, “ Revenue from Contracts with Customers” (“ASC 606”), revenue and the related costs to fulfill and acquire the contract (“direct costs”) from sales of VOIs under construction are deferred until the point in time when construction activities are deemed to be completed.
Our operations primarily consist of selling vacation ownership intervals and vacation ownership interests (collectively, “VOIs” or “VOI”) for us and third parties; financing and servicing loans provided to consumers for their timeshare purchases; operating resorts and timeshare plans; and managing our clubs and exchange programs.
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”.
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.
(2) Includes costs related to granting credit to customers for their existing ownership when upgrading into fee-for-service projects. 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.
The following table represents deferrals and recognitions of Sales of VOI revenue and direct costs for properties under construction: Year Ended December 31, 2024 vs 2023 ($ in millions) 2024 2023 2022 $ Sales of VOIs (deferrals) $ (158) $ (39) $ (67) $ (119) Sales of VOIs recognitions 106 4 98 102 Net Sales of VOIs (deferrals) recognitions (52) (35) 31 (17) Cost of VOI sales (deferrals) (48) (10) (22) (38) Cost of VOI sales recognitions 30 1 33 29 Net Cost of VOI sales (deferrals) recognitions (18) (9) 11 (9) Sales and marketing expense (deferrals) (22) (6) (10) (16) Sales and marketing expense recognitions 15 1 14 14 Net Sales and marketing expense (deferrals) recognitions (7) (5) 4 (2) Net construction (deferrals) recognitions $ (27) $ (21) $ 16 $ (6) 62 Table of Contents Real Estate See “Reconciliation of Non-GAAP Profit Measures to GAAP Measure” above.
The following table represents deferrals and recognitions of Sales of VOI revenue and direct costs for properties under construction: Year Ended December 31, 2025 vs 2024 ($ in millions) 2025 2024 2023 $ Sales of VOIs (deferrals) $ (368) $ (158) $ (39) $ (210) Sales of VOIs recognitions — 106 4 (106) Net Sales of VOIs (deferrals) recognitions (368) (52) (35) (316) Cost of VOI sales (deferrals) (105) (48) (10) (57) Cost of VOI sales recognitions — 30 1 (30) Net Cost of VOI sales (deferrals) recognitions (105) (18) (9) (87) Sales and marketing expense (deferrals) (61) (22) (6) (39) Sales and marketing expense recognitions — 15 1 (15) Net Sales and marketing expense (deferrals) recognitions (61) (7) (5) (54) Net construction (deferrals) recognitions $ (202) $ (27) $ (21) $ (175) 53 Table of Contents Results of Operations Year Ended December 31, 2025 Compared with Year Ended December 31, 2024 Segment Results The following tables present our revenues by segment for the year ended December 31, 2025, compared to the years ended December 31, 2024, and 2023.
For the same period, Rental and ancillary services revenue increased by $23 million, excluding the $44 million impact related to the Bluegreen Acquisition, primarily due to an increase in occupied room nights and higher daily rates. Rental and ancillary services expenses increased $112 million for the year ended December 31, 2024, compared to the same period in 2023.
Rental and ancillary services revenue increased $13 million for the year ended December 31, 2025, compared to the same period in 2024 primarily driven by higher transient revenue as a result of increased occupied room nights.
See Note 2: Summary of Significant Accounting Policies in our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information. Business Combinations We account for our business combinations in accordance with the acquisition method of accounting.
See Note 2: Summary of Significant Accounting Policies in our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information. Allowance for Financing Receivables Losses The allowance for financing receivables losses is related to the receivables generated by our financing of VOI sales, which are secured by the underlying timeshare properties.
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 become available for sale in the future upon registration, delivery or construction is approximately $12.7 billion at current pricing.
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 or will be made available for sale in the future at planned projects is $14.7 billion at current pricing.
Real estate expense increased by $12 million excluding the impact of $452 million related to the Bluegreen Acquisition, primarily due to increases in sales and marketing expense, net, partially offset by a decrease in Cost of VOI Sales. 63 Table of Contents Financing Year Ended December 31, 2024 vs 2023 (1) ($ in millions) 2024 2023 2022 $ % Interest income $ 468 $ 287 $ 268 $ 181 63.1 Other financing revenue 39 34 32 5 14.7 Premium amortization of acquired timeshare financing receivables (43) (14) (33) (29) NM Financing revenue 464 307 267 157 51.1 Consumer financing interest expense 99 50 47 49 98.0 Other financing expense 82 51 56 31 60.8 Amortization of acquired non-recourse debt discounts and premiums, net 7 (2) — 9 NM Financing expense 188 99 103 89 89.9 Financing profit $ 276 $ 208 $ 164 $ 68 32.7 Financing profit margin 59.5 % 67.8 % 61.4 % (1) NM - fluctuation in terms of percentage change is not meaningful.
Real estate expense decreased $11 million for the year ended December 31, 2025, compared to the same period in 2024, primarily due to net construction deferral activity of $166 million in 2025 compared to net construction deferral activity of $25 million in 2024, partially offset increases in selling expenses of $85 million and costs of contract sales excluding fee-for-service of $27 million. 54 Table of Contents Financing Year Ended December 31, 2025 vs 2024 ($ in millions) 2025 2024 2023 $ % Interest income $ 500 $ 468 $ 287 $ 32 6.8 Other financing revenue 40 39 34 1 2.6 Premium amortization of acquired timeshare financing receivables (27) (43) (14) 16 (37.2) Financing revenue 513 464 307 49 10.6 Consumer financing interest expense 117 99 50 18 18.2 Other financing expense 92 82 51 10 12.2 Amortization of acquired non-recourse debt discounts and premiums, net 6 7 (2) (1) (14.3) Financing expense 215 188 99 27 14.4 Financing profit $ 298 $ 276 $ 208 $ 22 8.0 Financing profit margin 58.1 % 59.5 % 67.8 % Financing revenue increased by $49 million for the year ended December 31, 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 acquired timeshare financing receivables of $16 million.
Net cash used in investing activities was $1,571 million for the year ended December 31, 2024, compared to $158 million for the same period in 2023. The increase was primarily due to the Bluegreen Acquisition and increased software capitalization costs.
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 $146 million for the year ended December 31, 2025, compared to $1,571 million for the same period in 2024. The decrease was primarily due to the Bluegreen Acquisition in 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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For the purpose of analyzing foreign currency exchange risk, we considered the historical trends in foreign currency exchange rates and determined that an adverse change in exchange rates of 10% would be considered immaterial as of December 31, 2024. 71 Table of Contents
For the purpose of analyzing foreign currency exchange risk, we considered the historical trends in foreign currency exchange rates and determined that an adverse change in exchange rates of 10% would be considered immaterial as of December 31, 2025. 65 Table of Contents
The following table sets forth the contractual maturities, weighted-average interest rates and the total fair values as of December 31, 2024, for our financial instruments that are materially affected by interest rate risk: Maturities by Period ($ in millions) Weighted Average Interest Rate (1) 2025 2026 2027 2028 2029 There- after Total (2) Fair Value Assets: Fixed-rate securitized timeshare financing receivables 14.716 % $ 196 $ 208 $ 218 $ 220 $ 215 $ 752 $ 1,809 $ 1,646 Fixed-rate unsecuritized timeshare financing receivables 15.118 % 166 175 189 206 223 1,248 2,207 1,557 Liabilities: (3) Fixed-rate debt 5.386 % 467 386 300 239 1,035 1,744 4,171 4,070 Variable-rate debt 6.498 % 22 261 459 1,239 16 854 2,851 2,841 (1) Weighted-average interest rate as of December 31, 2024.
The following table sets forth the contractual maturities, weighted-average interest rates and the total fair values as of December 31, 2025, for our financial instruments that are materially affected by interest rate risk: Maturities by Period ($ in millions) Weighted Average Interest Rate (1) 2026 2027 2028 2029 2030 There- after Total (2) Fair Value Assets: Fixed-rate securitized timeshare financing receivables 14.588 % $ 208 $ 221 $ 227 $ 230 $ 237 $ 984 $ 2,107 $ 1,846 Fixed-rate unsecuritized timeshare financing receivables 14.723 % 162 168 183 202 218 1,274 2,207 1,573 Liabilities: (3) Fixed-rate debt 5.379 % 538 426 335 1,110 207 1,824 4,440 4,429 Variable-rate debt 5.531 % 23 638 1,250 15 145 843 2,914 2,924 (1) Weighted-average interest rate as of December 31, 2025.

Other HGV 10-K year-over-year comparisons