DEF 14A of Hilton Grand Vacations Inc., Mar 17, 2026

DEF 14A of Hilton Grand Vacations Inc.

Filed Mar 17, 2026 · FY20250001140361-26-009850

Open on EDGAR

  1. RECORD DATE

    | PAY RATIO DISCLOSURE | 72 | | PAY VERSUS PERFORMANCE DISCLOSURE | 73 | | COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 78 | | OWNERSHIP OF SECURITIES | 78 | | INSIDER TRADING POLICY | 80 | | TRANSACTIONS WITH RELATED PERSONS | 80 | | STATEMENT OF POLICY REGARDING TRANSACTIONS WITH RELATED PERSONS | 80 | | ARRANGEMENTS WITH APOLLO | 80 | | INDEMNIFICATION AGREEMENTS | 83 | | QUESTIONS AND ANSWERS | 84 | | STOCKHOLDER PROPOSALS FOR THE 2027 ANNUAL MEETING | 90 | | HOUSEHOLDING OF PROXY MATERIALS | 90 | | AVAILABILITY OF ADDITIONAL MATERIALS | 91 | | OTHER BUSINESS | 91 | | APPENDIX A — RECONCILIATION OF NON-GAAP MEASURES TO MEASURES DETERMINED IN ACCORDANCE WITH U.S. GAAP | A-1 | | APPENDIX B — AMENDMENT TO THE 2023 HILTON GRAND VACATIONS INC. OMNIBUS INCENTIVE PLAN AND 2023 HILTON GRAND VACATIONS INC. OMNIBUS INCENTIVE PLAN | B-1 |

  2. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026 The following information describes the offices held, other business directorships and the periods of service of each Director nominee. Each of the Director nominees is currently serving as a member of the Board with a term expiring at the Annual Meeting. Beneficial ownership of equity securities of the Director nominees is shown in the section titled “Ownership of Securities.

  3. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | Mark D. Wang Age: 68 Director Since: 2016 Independent: No | | Biography: Mr. Wang has served as our Chief Executive Officer since our spin-off from Hilton Worldwide in 2017. He also served as our President from 2017 until 2024. Prior to the spin-off, from 2008 through 2016, Mr. Wang served as Executive Vice President and President of Hilton Grand Vacations, a wholly-owned subsidiary of Hilton Worldwide, overseeing all of Hilton global timeshare operations; and before such position, Mr. Wang was head of HGV Asia for Hilton Worldwide. He first joined Hilton Worldwide in 1999, as the managing director of Hawaii and Asia Pacific; and he has held a series of senior management positions within HGV. During Mr. Wang’s time as president of HGV, he also served as executive vice president of Hilton Worldwide’s Executive Committee; and held a dual role as president of Global Sales for Hilton Worldwide’s hotel division from 2013 to 2014. Prior to joining HGV, Mr. Wang co-founded three independent timeshare companies, where he served as president and |

  4. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | Hilton Grand Vacations | 7 | 2026 PROXY STATEMENT |

  5. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | chief operating officer of each. Mr. Wang currently serves on the board of directors of the American Resort Development Association (“ARDA”). He has been a member of ARDA’s board of directors and served on ARDA’s Executive Committee since 2008 and served as the chairman of the board of directors from 2017 to 2019. Mr. Wang served as the vice chairperson of ARDA-Hawaii, an ARDA State Legislative Committee, for six years. | | Qualifications, Attributes, Skills, and Experience: Mr. Wang’s experience in senior leadership roles in the timeshare industry provides our Board with valuable industry-specific knowledge and expertise. In addition, Mr. Wang’s current role as our Chief Executive Officer and his prior role as our President brings management perspective to Board deliberations and provides valuable context on day-to-day operations. |

  6. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | Leonard A. Potter Age: 64 Director Since: 2017 Independent: Yes Committee(s): Nominating and Corporate Governance (Chair) | | Biography: Mr. Potter has served as the Chairperson of our Board since January 2017. He founded Wildcat Capital Management, LLC, a registered investment advisor, in 2011 and serves as its Chief Executive Officer and Chief Investment Officer. Mr. Potter also founded Vida Ventures, a biotech venture fund manager, in 2017, and serves as a senior managing director of Vida Ventures I and II. From 2002 through 2009, Mr. Potter was managing director of private equity at Soros Fund Management LLC (“SFM”) where, from 2005 through 2009, he served as co-head of its private equity group and as a member of the private equity investment committee and from 2009 until 2011, served as a consultant to SFM. He also served as chief investment officer of Salt Creek Hospitality, a private acquirer and owner of hospitality-related assets, which was backed by SFM. From 1998 until joining SFM in 2002, Mr. Potter was a managing director of Alpine Consolidated LLC, a private merchant bank. From 1996 through 1998, Mr. Potter founded and served as a managing director of Capstone Partners LLC, a private merchant bank (“Capstone”). Prior to founding Capstone, Mr. Potter was an attorney specializing in mergers, acquisitions, corporate governance, and corporation finance at Morgan, Lewis & Bockius LLP, and at Willkie Farr & Gallagher LLP. Mr. Potter has prior board of directors experience in the hospitality and vacation ownership industries, having served on the board of directors of Hilton Worldwide from 2008 through 2013, and on the board of directors of Diamond Resorts International, LLC from 2007 through 2010. | | Education: • Bachelor of Arts, Brandeis University • Juris Doctor, Fordham University School of Law | | Current Public Company Directorships: Mr. Potter serves on the boards of directors of Versant Media Group (NASDAQ: VSNT), SLR Investment Corp. (NASDAQ: SLRC) and SuRo Capital Corporation (NASDAQ: SSSS). | | Qualifications, Attributes, Skills, and Experience: Mr. Potter’s experience as an attorney in the fields of securities law, corporation finance, corporate governance and mergers and acquisitions provides our Board valuable knowledge and insight on regulatory, risk management and business transactions matters. Further, Mr. Potter’s tenure in venture capital, private equity and other investment services activities, and his service on the boards of directors of several public and private companies, including companies in the hospitality and vacation ownership industry, bring capital markets and industry-specific knowledge and expertise to our Board. |

  7. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | Hilton Grand Vacations | 8 | 2026 PROXY STATEMENT |

  8. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | Brenda J. Bacon Age: 75 Director Since: 2017 Independent: Yes Committee(s): Audit, Nominating and Corporate Governance | | Biography: Ms. Bacon is the past president and chief executive officer of Brandywine Senior Living, Inc., a provider of quality care and services to seniors, which she co-founded in 1996 and sold in 2023. | | Ms. Bacon served as chief of management and planning, a cabinet-level position, under former New Jersey Governor James J. Florio from 1989 to 1993. During former President Clinton’s first term, Ms. Bacon was on loan to the Presidential Transition Team, as co-chair for the transition of the Department of Health and Human Services. | | From 2006 until 2025, Ms. Bacon served as an independent director of FTI Consulting, Inc. (NYSE: FCN), where she served as chair of FTI’s nominating and governance committee and as a member of its compensation committee. Ms. Bacon is a board member and the past chairman of the board of directors of Argentum (formerly, the Assisted Living Federation of America), where she advocates on behalf of seniors and health care. Since 2013, Ms. Bacon has served on the board of trustees of Rowan University where she serves as chair of the Risk Management Committee and is a member of the University Advancement Committee. In 2017, Ms. Bacon was honored with the Virtua Health Humanitarian Award. | | Education: • Bachelor’s Degree, Hampton University • Master of Business Administration, University of Pennsylvania | | Qualifications, Attributes, Skills, and Experience: Ms. Bacon’s leadership experience and organizational and management skills acquired through her career, including co-founding Brandywine Senior Living, Inc., provides our Board with her extensive financial expertise and a distinctive and entrepreneurial approach. |

  9. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | Christine Cahill Age: 31 Director Since: 2024 Independent: No | | Biography: Ms. Cahill is a Principal in Apollo Global Management’s Private Equity Business, having joined Apollo in 2018. Prior to joining Apollo, Ms. Cahill worked in the Financial Institutions Group at Goldman Sachs. Ms. Cahill serves on the board of directors of LifePoint Health and ScionHealth, both private companies. | | Education: • Bachelor of Liberal Arts, Economics, Harvard College | | Qualifications, Attributes, Skills, and Experience: Ms. Cahill’s professional experience and service on boards of directors provides our Board with her skills of analyzing business and investing in companies across an array of industries. |

  10. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | Hilton Grand Vacations | 9 | 2026 PROXY STATEMENT |

  11. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | Mark H. Lazarus Age: 62 Director Since: 2017 Independent: Yes Committee(s): Compensation | | Biography: Since January 2026, Mr. Lazurus has served as the Chief Executive Officer of VERSANT (NASDAQ: VSNT), a media and entertainment business home to a diverse portfolio of cable television networks and complementary digital assets. He was previously the Chairman of NBCUniversal Media Group, overseeing all networks and platforms for NBCU Entertainment and sports and all revenue streams for NBCU. Previously, Mr. Lazarus served as the chairman of NBCUniversal Television and Streaming, where he oversaw NBCUniversal’s TV and Streaming platforms, distribution and monetization, and Chairman, NBCUniversal Broadcast, Entertainment and Lifestyle Group, Sports and News, where he led most of the company’s East Cost-based content businesses. Prior to joining NBCUniversal, Mr. Lazarus was the president of Media and Marketing at CSE, a sports and entertainment company, from 2008 through 2010, the president of Turner Entertainment Group, from 2003 through 2008 and President of Turner Sports from 1999 to 2003. Mr. Lazarus served on the board of directors of Cincinnati Bell (NYSE: CBB) from 2009 through 2011 and on the board of directors of Compass Diversified Holdings (NYSE: CODI) from 2006 to 2016. Mr. Lazarus currently serves on the Board of Governors of the Boys and Girls Clubs of America, and on the board of directors for the East Lake Foundation. | | Education: • Bachelor of Arts, Vanderbilt University | | Current Public Company Directorships: In addition to being the CEO of Versant, Mr. Lazarus is a member of their board of directors. | | Qualifications, Attributes, Skills, and Experience: Mr. Lazarus’ experience in the media industry provides our Board with an important perspective in the areas of marketing and use of media. In addition, Mr. Lazarus’ management and leadership experience provide our Board with guidance on the skills necessary to lead and properly manage our business. |

  12. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | Gail L. Mandel Age: 57 Director Since: 2024 Independent: Yes Committee(s): Audit, Compensation | | Biography: Ms. Mandel serves as managing director of Focused Point Ventures, a business advisory and consulting services firm, providing analysis of investment theses and structuring, capital allocation and leadership training. From 2014 to 2018, Ms. Mandel served as President and Chief Executive Officer of Wyndham Destination Network, an operating division of Wyndham Worldwide (NYSE: WYN), a provider of professionally managed, unique vacation accommodations. Ms. Mandel served as Chief Operating Officer and Chief Financial Officer, Wyndham Exchange & Rentals (later known as Wyndham Destination Network), in 2014 and Chief Financial Officer, Wyndham Exchange & Rentals, from 2010 to 2014. From 2006 to 2010, Ms. Mandel was Senior Vice President, Financial Planning & Analysis, for Wyndham Worldwide. From 1999 to 2006, Ms. Mandel was Division CFO/Controller, Cendant Hospitality/Travel Services, and from 1997 to 1999, Ms. Mandel was Controller, Cendant Mobility. Ms. Mandel served as the director of Dave & Buster’s Entertainment (NASDAQ: PLAY) from 2022 to 2025 and as executive chair of PureStar (a Cornell Capital investment) from 2020 to 2024. Ms. Mandel also serves as a director of the Community Foundation of New Jersey. Ms. Mandel received her CPA license from the State of New York in 1993. |

  13. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | Hilton Grand Vacations | 10 | 2026 PROXY STATEMENT |

  14. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | Education: • Bachelor of Business Administration, Public Accounting, Pace University | | Current Public Company Directorships: Ms. Mandel is the chair of the board of directors of Sabre Corporation (NASDAQ: SABR) where she currently serves as the chair of the nominating and governance committee and the executive committee and as a member of the compensation committee. | | Qualifications, Attributes, Skills, and Experience: Ms. Mandel’s experience in the travel industry, as well as her financial and public company experience, provides our Board with valuable industry knowledge and skills to guide the strategy of the Company. |

  15. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | Pamela H. Patsley Age: 69 Director Since: 2016 Independent: Yes Committee(s): Audit (Chair) | | Biography: Ms. Patsley served as executive chairman of MoneyGram International, Inc. (NYSE: MGI), a P2P payments and money transfer company, from 2009 to 2018 and served as its chief executive officer from 2009 to 2015. Previously, Ms. Patsley served as senior executive vice president of First Data Corporation from 2000 to 2007 and president of First Data International from 2002 to 2007. From 1991 to 2000, Ms. Patsley served as president and chief executive officer of Paymentech, Inc., prior to its acquisition by First Data. Ms. Patsley also previously served as chief financial officer of First USA, Inc. She served on the boards of directors of ACI Worldwide, Inc. (NASDAQ: ACIW) from 2018 to 2021, Molson Coors Brewing Company from 1996 to 2009, Pegasus Solutions, Inc. from 2002 to 2006, and Paymentech, Inc. from 1995 to 1999. | | Education: • Bachelor’s Degree, Business Administration in Accounting, University of Missouri | | Current Public Company Directorships: Ms. Patsley currently serves on the boards of directors of Texas Instruments, Inc. (NASDAQ: TXN), where she is a member of the governance and stockholders relations committee, Keurig Dr. Pepper, Inc. (NYSE: KDP) where she is the chair of the nominating and governance committee and member of the compensation committee, and Payoneer Global, Inc. (NASDAQ: PAYO) where she is a member of the audit committee and the nominating and corporate governance committee. | | Qualifications, Attributes, Skills, and Experience: Ms. Patsley’s extensive leadership experience as a chairman, chief executive officer, chief financial officer and other executive level positions in public companies, provides our Board with her financial acumen and risk management experience developed through her experience in public accounting, senior leadership, and extensive public company board of directors experience. |

  16. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | David Sambur Age: 45 Director Since: 2021 Independent: No | | Biography: Mr. Sambur serves as a director designee of the Apollo Investors. Mr. Sambur is the co-head of Apollo Private Equity, an affiliate of Apollo Global Management Inc., where he oversees the private equity portfolio and has led numerous investments across the technology, media, gaming, hospitality, and travel industries. Prior to joining Apollo in 2004, Mr. Sambur was a member of the Leveraged Finance Group of Salomon Smith Barney Inc. |

  17. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | Hilton Grand Vacations | 11 | 2026 PROXY STATEMENT |

  18. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | Mr. Sambur previously served on the board of directors of PlayAGS (NYSE: AGS), Rackspace Technology (NASDAQ: RXT) and Redbox Entertainment (NASDAQ: RDBX) and has served on the boards of directors of a number of private companies. Mr. Sambur previously served as a director of Dakota Holdings, Inc., the holding company that owned Diamond prior to the Diamond Acquisition. Mr. Sambur serves on the Emory College Dean’s Advisory Council, the Arbor Brothers board of directors, and is a member of the Mount Sinai Department of Medicine Advisory Board. He also co-leads the Apollo Pride Network. | | Education: • Bachelor’s Degree, Emory University | | Qualifications, Attributes, Skills, and Experience: Mr. Sambur’s experience as a director of both private and public companies provides our Board with his skills of analyzing businesses and leading investments in companies across an array of industries. |

  19. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | Paul W. Whetsell Age: 75 Director Since: 2017 Independent: Yes Committee(s): Compensation (Chair), Nominating and Corporate Governance | | Biography: Mr. Whetsell is the chief executive officer of Capstar Hotel Company, which primarily serves as an advisor to hospitality investors and operators and provides corporate governance guidance to early-stage companies. From 2012 to 2015, Mr. Whetsell served as president and chief executive officer of Loews Hotels & Resorts (“Loews”) and during his tenure, he grew the brand from 16 to 24 hotels, restructured Loews operations, and oversaw the investment of approximately $2 billion into the business. Thereafter, from April 2015 to July 2017, he served as the vice chairman of Loews. Prior to joining Loews, from 2009 to 2011, Mr. Whetsell served as a director of Virgin Hotels, providing strategic guidance in its operations and property acquisition activities. Previously, he held chairman and CEO positions at Meristar Hospitality Corp (NYSE: MHX), at the time the industry’s third largest REIT and served as chairman and CEO of Interstate Hotels and Resorts (NYSE: IHR). From 2007 until May 2018, Mr. Whetsell served on the board of directors of NVR. Inc. (NYSE: NVR). Mr. Whetsell was a member of the American Hotel & Lodging Association’s Industry Real Estate and Financing Advisory Council and previously served on the board of governors of the National Association of Real Estate Investment Trusts (NAREIT). From 2008 to 2023, Mr. Whetsell served as a trustee of the board of trustees of the Cystic Fibrosis Foundation. | | Education: • Bachelor’s Degree, Davidson College | | Current Public Company Directorships: Mr. Whetsell serves on the boards of directors of Boyd Gaming Corporation (NYSE: BYD), where he is the chair of the Compensation Committee and member of the Governance and Nominating Committee, and Vistry Group (LON: VTY), where he is chair of the Remuneration Committee. | | Qualifications, Attributes, Skills, and Experience: Mr. Whetsell’s senior leadership experience in the hospitality industry and public company board of directors experience provide our Board with public company experience, operational expertise, real estate experience, and brand marketing expertise. |

  20. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

  21. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | Hilton Grand Vacations | 12 | 2026 PROXY STATEMENT |

  22. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    CORPORATE GOVERNANCE AND BOARD MATTERS Our Board manages or directs our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board and three standing committees: the Audit Committee; the Compensation Committee; and the Nominating and Corporate Governance Committee (collectively the “Committees”). We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance include:

  23. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | • | a majority of the Board is composed of independent directors; |

  24. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | • | each of the Committees is composed solely of independent directors; |

  25. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | • | each of our directors is subject to annual election; |

  26. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | • | under our bylaws and our Corporate Governance Guidelines, directors who fail to receive a majority of the votes cast in uncontested elections are required to submit their resignation to our Board; |

  27. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | • | our directors are subject to limits on the number of directorships they can hold to prevent “overboarding”; |

  28. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | • | our directors are subject to a mandatory retirement age subject to an exception that our Nominating and Corporate Governance Committee may provide; |

  29. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | • | our independent directors meet regularly in executive sessions; |

  30. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | • | our Board currently has an independent Chairperson, and our Corporate Governance Guidelines provide for a presiding independent director if the Chairperson does not qualify as an independent director; |

  31. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | • | we focus on identifying critical skills needed on our Board to support company strategy and development; |

  32. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | • | we do not maintain a stockholder rights plan, and if our Board were to adopt a stockholder rights plan without prior stockholder approval, our Board would either submit the plan to stockholders for ratification or cause the rights plan to expire within one year; and |

  33. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | • | our directors and officers are subject to stock ownership guidelines. |

  34. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026

    | Hilton Grand Vacations | 13 | 2026 PROXY STATEMENT |

  35. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS We use a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on our Board. Our Compensation Committee reviews non-employee director compensation from time to time. Mr. Wang, the sole employee director on the Board, receives no additional compensation for serving on the Board.

  36. DIRECTOR COMPENSATION PROGRAM

    DIRECTOR COMPENSATION PROGRAM Except with respect to Mr. Sambur and Ms. Cahill as described below under “Director Compensation for 2025,” each eligible non-employee director is entitled to annual compensation for the period from the 2025 annual meeting of stockholders until the Annual Meeting, as follows:

  37. DIRECTOR COMPENSATION PROGRAM

    | • | annual cash retainer of $90,000; |

  38. DIRECTOR COMPENSATION PROGRAM

    | • | additional annual cash retainer of $125,000 for serving as the Chairperson; |

  39. DIRECTOR COMPENSATION PROGRAM

    | • | additional annual cash retainer for serving on committees or as the chairperson of a committee as follows: |

  40. DIRECTOR COMPENSATION PROGRAM

    | ○ | $35,000 for the chairperson of the Audit Committee and $17,500 for each other member of the Audit Committee; |

  41. DIRECTOR COMPENSATION PROGRAM

    | Hilton Grand Vacations | 26 | 2026 PROXY STATEMENT |

  42. DIRECTOR COMPENSATION PROGRAM

    | ○ | $25,000 for the chairperson of the Compensation Committee and $12,500 for each other member of the Compensation Committee; and |

  43. DIRECTOR COMPENSATION PROGRAM

    | ○ | $25,000 for the chairperson of the Nominating and Corporate Governance Committee and $10,000 for each other member of the Nominating and Corporate Governance Committee. |

  44. DIRECTOR COMPENSATION PROGRAM

    | • | equity award of approximately $200,000 payable annually in the form of restricted stock units (“RSUs”), which will vest on the earlier of (i) the one-year anniversary of the grant date and (ii) the date of the next annual meeting of stockholders, subject to continued service on the Board through the vesting date. |

  45. DIRECTOR COMPENSATION PROGRAM

    Cash retainers are paid semi-annually, in arrears. Annual equity award grants to directors are made following each annual meeting of stockholders and represent the directors’ annual grants for their service as a director until the next annual meeting of stockholders. All of our directors are reimbursed for reasonable travel and related expenses associated with attendance at Board or committee meetings. In addition, our independent directors are reimbursed for reasonable personal costs when they stay at our resorts. The Board may determine in its discretion additional cash or other consideration for services on ad hoc committees that it may establish from time to time. We have a stock ownership policy for our non-employee directors. Each of our non-employee directors (other than the directors who are not eligible to receive compensation) is expected to own stock of our Company in an amount equal to five times his or her annual cash retainer (exclusive of retainers received for service on a committee of the Board or as chairperson of a committee or the Board). For purposes of this requirement, a director’s holdings include shares held directly or indirectly, individually or jointly, shares held in trust for the benefit of the director or a family member, shares underlying vested options (based on the excess of the market price of the stock over the exercise price), time-vesting restricted stock and RSU awards that have not yet vested, and shares held under a deferral or similar plan. Non-employee directors are expected to meet this ownership requirement within five years of becoming subject to the stock ownership policy. Declines in the stock price will not affect compliance with the stock ownership policy as long as each non-employee director continues to hold the number of shares held at the time compliance was initially achieved.

  46. DIRECTOR COMPENSATION PROGRAM

    | Hilton Grand Vacations | 27 | 2026 PROXY STATEMENT |

  47. DIRECTOR COMPENSATION FOR 2025

    DIRECTOR COMPENSATION FOR 2025 The table below sets forth information regarding non-employee director compensation for the fiscal year ended December 31, 2025.

  48. DIRECTOR COMPENSATION FOR 2025

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | Total Number of Outstanding Equity Awards ($)(2) | | Leonard A. Potter | $240,000 | $175,334 | $415,334 | 5,256 | | Brenda J. Bacon | $117,500 | $175,334 | $292,834 | 5,256 | | Christine Cahill(3) | $290,000 | — | $290,000 | — | | David W. Johnson | $120,000 | $175,334 | $295,334 | 5,256 | | Mark H. Lazarus | $102,500 | $175,334 | $277,834 | 5,256 | | Gail L. Mandel | $113,750 | $172,633 | $286,383 | 5,256 | | Pamela H. Patsley | $125,000 | $175,334 | $300,334 | 5,256 | | David Sambur(3) | $290,000 | — | $290,000 | — | | Paul W. Whetsell | $125,000 | $175,334 | $300,334 | 5,256 |

  49. DIRECTOR COMPENSATION FOR 2025

    | (1) Amounts reflect cash retainer fees for each non-employee director, based on the director fees set forth under “Director Compensation Program.” |

  50. DIRECTOR COMPENSATION FOR 2025

    | (2) Reflect an annual equity award for the period from the date of the 2025 annual meeting of stockholders through the date of the Annual Meeting based on an annual award of $200,000. For Mr. Sambur and Ms. Cahill, see Note 3 below. The amount shown represents the aggregate grant date fair value of the awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, using the assumptions discussed in Note 19 (“Share-Based Compensation”) of the consolidated financial statements included in HGV’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The outstanding equity awards were granted on May 7, 2025 at the 2025 annual meeting of stockholders and fully vest on the earlier of the one-year anniversary of such date of grant and the date of the next annual meeting of stockholders at which directors are elected. |

  51. DIRECTOR COMPENSATION FOR 2025

    | (3) In connection with their appointment to our Board pursuant to the terms of the Apollo Stockholders Agreement, we agreed to compensate Apollo’s designees, currently Mr. Sambur and Ms. Cahill, in accordance with the terms of our annual non-employee director compensation program. Due to certain internal policies and arrangements, the Apollo designees on our Board cannot receive any direct compensation, either cash or equity, from public company boards of directors on which they serve and therefore any such payments are required to be made to an affiliate of the Apollo Investors. Accordingly, it was agreed that annual non-employee director cash compensation to which Mr. Sambur and Ms. Cahill would have been entitled will be paid (including for tax purposes) to such affiliate of the Apollo Investors. In addition, since the terms of the Apollo Stockholders Agreement generally provides, among other things, that the Apollo Investors and their affiliates are prohibited from acquiring any additional common stock of the Company (subject to certain exceptions), thereby prohibiting the payment of the annual non-employee director stock award compensation to such Apollo Investor affiliate, such affiliate will receive cash equivalent of any equity compensation to which Mr. Sambur and Ms. Cahill would have been entitled to receive. Accordingly, the amounts shown for Mr. Sambur and Ms. Cahill in this table include the cash equivalent of such equity awards based on the stock price of our common stock as of the grant date of the equity compensation. |

  52. DIRECTOR COMPENSATION FOR 2025

    Except for Mr. Sambur and Ms. Cahill, who did not receive any director compensation in the form of equity as described above, eligible non-employee directors are awarded equity under the Hilton Grand Vacations Inc. 2023 Omnibus Incentive Plan (the “plan”) in the form of RSUs. RSUs vest on the earlier of the one-year anniversary of the grant date and the date of the next annual meeting of stockholders at which directors are elected, subject to continued service on the Board through the vesting date or as otherwise provided in the plan or applicable award agreement. Dividend equivalents accrue on unvested RSUs either in cash or, at the sole discretion of the Compensation Committee, in shares of HGV’s common stock or additional RSUs equal to the fair market value of the dividend equivalent payment as of the dividend payment date, payable at the same time as the underlying RSUs are settled following vesting (or forfeited to the extent the underlying RSUs are forfeited). Any unvested RSUs held by a non-employee director will become fully earned and vested upon (i) termination of such director’s service as a result of such director’s death or disability, (ii) a change in control event, if the successor or surviving company does not assume, substitute or continue the RSUs on substantially similar terms, or (iii) termination of such director’s service without cause or with good reason (each as defined in the form of Restricted Stock Unit Agreement for use under the plan) within twelve months following a change in control. In addition, if a non-employee director retires more than six months after the grant date of a director RSU award, then a pro rata number of RSUs shall become earned and vested as of the retirement date. Unvested RSUs are forfeited upon termination of service for any other reason.

  53. DIRECTOR COMPENSATION FOR 2025

    | Hilton Grand Vacations | 28 | 2026 PROXY STATEMENT |

  54. DIRECTOR COMPENSATION FOR 2025

    INFORMATION ABOUT OUR EXECUTIVE OFFICERS Set forth below is certain information regarding each of our current executive officers, other than Mr. Wang, whose biographical information is presented under “Proposal No. 1: Election of Directors — Nominees for Election to the Board of Directors in 2026.” Beneficial ownership of equity securities of certain of our executive officers is shown under the heading “Ownership of Securities” in this Proxy Statement.

  55. DIRECTOR COMPENSATION FOR 2025

    | Daniel J. Mathewes | | Daniel J. Mathewes, 51, has served as HGV’s President and Chief Financial Officer since April 2024. Mr. Mathewes previously served as Senior Executive Vice President and Chief Financial Officer from August 2021 until April 2024 when he was appointed as President of HGV. Prior to that, he was Executive Vice President and Chief Financial Officer from November 2018 to August 2021. Prior to joining HGV, Mr. Mathewes was the chief financial officer of Virgin Hotels North America, a hotel management company, from January 2016 to November 2018. Prior to that, Mr. Mathewes served as the Chief Financial Officer of The World, Residences at Sea, a privately-owned yacht with 165 residences, from July 2014 to January 2016. He served as senior vice president of finance and treasury of Kerzner International Holdings Limited from September 2008 to July 2014, which operated the Atlantis resorts in Nassau and Dubai, the One & Only luxury hotels, and Mazagan Beach Resort in Morocco. Mr. Mathewes also worked in multiple financial leadership capacities with NCL Corporation (Norwegian Cruise Lines) and Royal Caribbean Cruises Ltd. Mathewes began his career with PricewaterhouseCoopers LLP. Mr. Mathewes graduated summa cum laude from Florida State University with bachelor’s degrees in accounting and economics. |

  56. DIRECTOR COMPENSATION FOR 2025

    | Charles R. Corbin | | Charles R. Corbin, 69, has served as HGV’s Senior Executive Vice President, Chief Legal Officer, General Counsel and Corporate Operations, and Secretary since February 2025. From November 2016 until February 2025, he served as Executive Vice President, Chief Legal Officer, General Counsel and Secretary. He also served as HGV’s Chief Development Officer from May 2018 until September 2020. Before joining HGV, Mr. Corbin held several legal roles at Hilton Worldwide for over six years from March 2010 to November 2016, including most recently as Senior Vice President for Dispute Resolution and Employment and Benefits. Prior to joining Hilton Worldwide in 2010, Mr. Corbin served in several high-level legal roles, including vice president and assistant general counsel at Sunrise Senior Living, an assisted living facility operator, and group vice president at The Mills Corporation, a developer, owner, and operator of large retail and entertainment centers and destinations. Mr. Corbin’s more than 40-year legal and business career includes managing a venture capital firm and serving in a variety of roles as a business counselor, legal advisor, and investor. He is known for working with operational management to successfully execute strategic goals while providing risk adjusted legal counsel and business advice. Mr. Corbin is a member of the board of directors of ARDA. Mr. Corbin holds a bachelor’s degree in English with highest honors from The Citadel and a Juris Doctorate from the University of Dayton School of Law. |

  57. DIRECTOR COMPENSATION FOR 2025

    | Gordon S. Gurnik | | Gordon Gurnik, 62, has served as HGV’s Senior Executive Vice President and Chief Operating Officer since August 2021 and was previously Executive Vice President and Chief Operating Officer from December 2018 to August 2021. Mr. Gurnik’s responsibilities at HGV include working in partnership with the executive team to lead business development, continue to build HGV’s brand, improve processes and products, and oversee resort operations and Club programs, all while ensuring alignment with HGV’s strategic priorities for all new initiatives. Prior to joining HGV, Mr. Gurnik served as President of RCI, a worldwide leader in vacation exchange and travel services and the largest exchange network in the world. While at RCI, he was instrumental in advancing the company’s signature products while also leading RCI’s strategic direction, operations and growth with over 3.8 million member families and 4,300 vacation ownership resorts. He serves on the board of directors for Christel House International, a non-profit organization that supports impoverished children throughout the world and is chair-elect of the board of the directors of ARDA. Mr. Gurnik holds a bachelor’s degree in management from Purdue University. |

  58. DIRECTOR COMPENSATION FOR 2025

    | Hilton Grand Vacations | 29 | 2026 PROXY STATEMENT |

  59. DIRECTOR COMPENSATION FOR 2025

    | Pia Cornejo | | Pia Cornejo, 54, has served as HGV’s Executive Vice President and Chief Human Resources Officer since September 2025. Prior to joining HGV, Ms. Cornejo served as Chief Human Resources Officer at FirstKey Homes, and before that spent over 17 years in the hospitality industry with IHG Hotels & Resorts and Starwood Hotels & Resorts in progressively senior roles as a regional and global strategic partner to executives and senior leaders. Ms. Cornejo holds a bachelor’s degree from Tulane University and an MBA from London Business School. |

  60. DIRECTOR COMPENSATION FOR 2025

    | Dusty Tonkin | | Dusty Tonkin, 52, has served as HGV’s Executive Vice President and Chief Sales & Marketing Officer since March 2024. Prior to his current role, Mr. Tonkin served as the Chief Sales & Marketing Officer for Bluegreen Vacations and before that, was the Executive Vice President of Sales & Marketing at Wyndham Destinations. Mr. Tonkin holds a bachelor of science degree in sports management from Elon University. |

  61. DIRECTOR COMPENSATION FOR 2025

    | Hilton Grand Vacations | 30 | 2026 PROXY STATEMENT |

  62. DIRECTOR COMPENSATION FOR 2025

    RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE 2026 FISCAL YEAR The Audit Committee has approved the engagement of Ernst & Young LLP to perform the audit of the financial statements and internal control over financial reporting for the fiscal year ending December 31, 2026. Although ratification is not required by our bylaws or otherwise, the Board is submitting the selection of Ernst & Young LLP to our stockholders for ratification because we value our stockholders’ views on HGV’s independent registered public accounting firm. If our stockholders fail to ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of HGV and its stockholders. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They also will have the opportunity to make a statement if they desire to do so, and they are expected to be available to respond to appropriate questions.

  63. BACKGROUND

    BACKGROUND We are asking our stockholders to approve an amendment to the Hilton Grand Vacations Inc. 2023 Omnibus Incentive Plan (the “2023 Omnibus Plan”) to add 1,250,000 shares of our common stock to the number of shares reserved for issuance thereunder (the “Amendment”). As of December 31, 2025, there were 2,613,147 shares of our common stock remaining available for the grant of equity awards under the 2023 Omnibus Plan (which includes 10,156 shares that may be issued pursuant to future awards under the Bluegreen Vacations Holding Corporation 2021 Incentive Plan (the “Bluegreen Plan”)). In order to enable us to continue to offer meaningful equity-based incentives to our employees, officers, directors and consultants, the Board believes that it is both necessary and appropriate to increase the number of shares of our common stock available for these purposes. As a result, on March 11, 2026, upon the recommendation of the Compensation Committee, the Board approved and adopted the Amendment, subject to approval by our stockholders at the Annual Meeting. If the Amendment is approved by our stockholders, it will become effective on May 6, 2026, and the maximum number of shares reserved for issuance under the 2023 Omnibus Plan will be 6,490,000, less one share for every one share subject to an award granted under the 2023 Omnibus Plan after December 31, 2025, and prior to the effective date of the Amendment. Any shares underlying awards outstanding under the Hilton Grand Vacations Inc. 2017 Omnibus Incentive Plan (the “2017 Omnibus Plan”) or the 2017 Stock Plan for Non-Employee Directors (the “Director Plan”) that, on or after May 3, 2023, expire or are canceled, forfeited, or terminated without issuance to the holder thereof of the full number of shares to which the award related also become available for grant under the 2023 Omnibus Plan. If the Amendment is not approved by our stockholders, the 2023 Omnibus Plan will remain operative but we will likely not have enough shares to grant equity awards going forward under the 2023 Omnibus Plan beyond the next one or two years.

  64. Background for the Current Share Reserve Request

    | • | key data relating to outstanding equity awards and shares available for grant; |

  65. Key Data Relating to Outstanding Equity Awards and Shares Available

    Key Data Relating to Outstanding Equity Awards and Shares Available The following table includes information regarding outstanding equity awards under the 2023 Omnibus Plan, the Bluegreen Plan, the 2017 Omnibus Plan and the Director Plan (collectively, the “Equity Plans”), as well as information regarding shares available for future awards under the 2023 Omnibus Plan, in each case as of December 31, 2025. Following approval of the 2023 Omnibus Plan on May 3, 2023, no further awards have been, or will be, granted under the 2017 Omnibus Plan or the Director Plan.

  66. Key Data Relating to Outstanding Equity Awards and Shares Available

    | Hilton Grand Vacations | 33 | 2026 PROXY STATEMENT |

  67. Key Data Relating to Outstanding Equity Awards and Shares Available

    | | Equity Plans | | Total shares underlying outstanding appreciation awards | 2,198,773 | | Total shares underlying outstanding unvested full value awards | 2,506,398(1) | | Total shares underlying all outstanding awards | 4,705,171 | | Weighted average exercise price of outstanding appreciation awards | $38.87 | | Weighted average remaining contractual life of outstanding appreciation awards | 5.11 | | Total shares currently available for grant of new awards under the 2023 Omnibus Plan | 2,613,147(2) | | Common Stock outstanding as of December 31, 2025 | 83,133,678 | | Market price of Common Stock as of December 31, 2025 | $44.75 |

  68. Key Data Relating to Outstanding Equity Awards and Shares Available

    | (1) Assumes performance-based awards will vest and pay out based on target performance levels being achieved. |

  69. Key Data Relating to Outstanding Equity Awards and Shares Available

    | (2) Amount includes 10,156 shares remaining available for issuance under the Bluegreen Plan. |

  70. Significant Historical Award Information

    | (1) Burn rate is calculated by dividing the number of shares subject to equity awards granted during the applicable fiscal period by the total weighted-average number of shares outstanding during the applicable fiscal period. |

  71. Significant Historical Award Information

    | (2) Dilution is calculated by dividing the number of shares subject to equity awards outstanding at the end of the fiscal year by the number of shares outstanding at the end of the fiscal year. |

  72. Significant Historical Award Information

    | (3) Overhang is calculated by dividing (a) the sum of (x) the number of shares subject to equity awards outstanding at the end of the year and (y) the number of shares available for future grants, by (b) the number of shares outstanding at the end of the year. |

  73. “BEST PRACTICES” INTEGRATED INTO THE 2023 OMNIBUS PLAN

    | ✔ | Employ conservative share counting provisions – The 2023 Omnibus Plan does not allow shares to be added back to the maximum plan share limitation if they were tendered or withheld upon the exercise of options or other awards for the payment of the exercise or purchase price or withholding taxes, not issued upon the settlement of a stock appreciation right (“SAR”) that settles in shares of common stock or purchased on the open market with cash proceeds from the exercise of options. | | ✔ | Follow robust minimum vesting practices – The 2023 Omnibus Plan generally provides for a minimum vesting period of one year for all awards (subject to limited exceptions). |

  74. “BEST PRACTICES” INTEGRATED INTO THE 2023 OMNIBUS PLAN

    | ✔ | Employ “double trigger” vesting in the event of a change in control – The 2023 Omnibus Plan permits the Compensation Committee to determine treatment of awards following a change in control. Under current award agreements, in the event of a change in control of the Company, accelerated vesting of service-based awards generally occurs only upon a “double trigger,” where the employee is terminated under certain circumstances in connection with a change in control, or where awards are not assumed or substituted by the surviving entity. | | ✔ | Prudently define change in control – The 2023 Omnibus Plan includes prudent change in control triggers such as requiring a change in beneficial ownership of more than 30% of our voting stock, consummation (rather than stockholder approval) of a significant merger or other transactions and certain changes in a majority of the Board within a specified time period, in order for a “change in control” to be deemed to have occurred. |

  75. “BEST PRACTICES” INTEGRATED INTO THE 2023 OMNIBUS PLAN

    | ✔ | Require fair market value options and limit option terms – The 2023 Omnibus Plan requires that stock options and SARs have an exercise price at least equal to 100% of the fair market value of our common stock on the grant date. Additionally, the term of an option or SAR generally cannot exceed ten years. | | ✔ | Apply a clawback policy – Under our clawback policy, as may be modified or amended from time to time, including to comply with any changes in the listing standards of the NYSE, in the event of a restatement of the reported financial results of HGV or any of its segments due to material non-compliance with financial reporting requirements the Compensation Committee will recover erroneously awarded compensation received by covered executive officers during the covered period (within the meaning of such terms as provided by NYSE listing standards). | | ✔ | Follow stock ownership guidelines, including an equity retention feature – Under our stock ownership guidelines, we require that our NEOs and certain other senior officers hold five times and three times, respectively, of their annual base salary in shares of common stock. Non-employee directors must generally hold five times their annual cash retainer (exclusive of any cash retainer for committee service) in shares of common stock. | | ✔ | Have an independent committee administer our Incentive Plan – The 2023 Omnibus Plan is administered by the Compensation Committee. All members of the Compensation Committee are intended to qualify as “independent” under NYSE listing standards and “non-employee directors” under Rule 16b-3 adopted under the Exchange Act. | | ✔ | Efficiently use equity – We are committed to the efficient use of equity awards and are mindful of ensuring that our equity compensation program does not overly dilute our existing stockholders. |

  76. “BEST PRACTICES” INTEGRATED INTO THE 2023 OMNIBUS PLAN

    | Provide an evergreen provision – The 2023 Omnibus Plan requires stockholder approval of any additional new plan shares and does not contain an evergreen provision that would permit annual “replenishment” of shares without stockholder approval.x | | Pay dividends on unvested awards – The 2023 Omnibus Plan provides that dividends, dividend equivalents or other similar payments will not be paid (even if accrued) unless and until the underlying award (or portion thereof) has vested and/or been earned.x | | Reprice or cash buyout underwater stock options or SARs – The 2023 Omnibus Plan does not permit the repricing or substitution, including a cash buyout of underwater stock options or SARs except with stockholder approval. Our equity plan also does not permit the grant of underwater stock options or SARs, except for certain assumed or substituted options or SARs in connection with corporate transactions where adjustments are made in accordance with applicable tax provisions.x | | Provide for “reload” awards – The 2023 Omnibus Plan does not provide for “reload” awards (the automatic substitution of a new award of like kind upon the exercise of a previously granted award).x | | Provide tax gross-ups – The 2023 Omnibus Plan does not provide for any tax gross-ups under Section 280G of the tax code or otherwise.x | | Permit transfers to third-party financial institutions – The 2023 Omnibus Plan does not permit the transfer of stock options to third-party financial institutions without shareholder approval.x |

  77. Limitations on Director Compensation

    Limitations on Director Compensation The aggregate compensation that may be granted to any non-employee director, including all meeting fees, cash retainers and stock awards, in any one calendar year may not exceed $1,000,000, or $1,500,000 in the case of a non-employee Chairman of the Board or Lead Director. For purposes of such limit, the value of awards will be determined based on the aggregate grant date fair value of all awards issued to the director in such year (computed in accordance with applicable financial accounting rules).

  78. Minimum Vesting Requirements

    Minimum Vesting Requirements Awards granted to participants under the 2023 Omnibus Plan generally are subject to a minimum vesting period of one year. However, the Compensation Committee may grant awards not subject to such one year minimum vesting provision if such grants do not exceed, in the aggregate, 324,500 shares of common stock, which represents five percent (5%) of the shares of common stock authorized for issuance under the 2023 Omnibus Plan.

  79. Types of Awards

    Types of Awards A summary of the material terms of the types of awards authorized under the 2023 Omnibus Plan is provided below. Options. The 2023 Omnibus Plan authorizes the grant of both incentive stock options and nonqualified stock options, both of which are exercisable for shares of our common stock, although incentive stock options may only be granted to our employees. The Compensation Committee will determine the exercise price of an option; provided, however, that the exercise price must not be less than 100% of the fair market value of such share (determined as of the date of grant). Options will vest and become exercisable in such manner and on such date or dates or upon such event or events as determined by the Compensation Committee. Options will expire upon a date determined by the Compensation Committee, not to exceed ten years from the date of grant; provided, that if the option period (other than in the case of an incentive stock option) would expire at a time when trading in the shares of common stock is prohibited by our insider trading policy (or Company-imposed “blackout period”), then the option period will be automatically extended until the 30th day following the expiration of such prohibition. Options are generally subject to certain restrictions on exercise if the participant terminates employment or service unless an award agreement provides otherwise. Stock Appreciation Rights. Any option granted under the 2023 Omnibus Plan may include tandem SARs. The Compensation Committee also may award SARs to eligible participants independent of any option. Upon the exercise of a SAR, the Company will pay to the participant an amount equal to the number of shares subject to the SAR that is being exercised multiplied by the excess of the fair market value of one share of common stock on the exercise date over the strike price, less an amount equal to any federal, state, local and non-U.S. income, employment and any other applicable taxes required to be withheld. The Company will pay such amount in cash, in shares of common stock valued at fair market value or any combination thereof, as determined by the Compensation Committee. Except as otherwise provided by the Compensation Committee in the case of certain substitute awards, the strike price per share of common stock for each SAR must not be less than 100% of the fair market value of such share (determined as of the date of grant). However, a SAR granted in tandem with (or in substitution for) an option previously granted will have a strike price equal to the exercise price of the corresponding option. A SAR granted in connection with an option will become exercisable and will expire according to the same vesting schedule and

  80. Types of Awards

    expiration provisions as the corresponding option. A SAR granted independent of an option will vest and become exercisable in such manner and on such date or dates or upon such event or events as determined by the Compensation Committee. SARs will expire upon a date determined by the Compensation Committee, not to exceed 10 years from the date of grant; provided, that if such period would expire at a time when trading in the shares of common stock is prohibited by the Company’s insider trading policy (or Company-imposed “blackout period”), then such period will be automatically extended until the 30th day following the expiration of such prohibition. Unless otherwise provided by the Compensation Committee, whether in an award agreement or otherwise, SARs are generally subject to certain restrictions described in the 2023 Omnibus Plan if the participant terminates employment or service. Restricted Stock and Restricted Stock Units. Subject to the terms of the 2023 Omnibus Plan, the Compensation Committee may grant restricted stock awards and/or restricted stock units that are subject to certain conditions, which conditions must be met in order for such award to vest or be earned, in whole or in part, and no longer subject to forfeiture. Restricted stock and restricted stock units will vest, and any applicable restricted period will lapse, in such manner and on such date or dates or upon such event or events as determined by the Compensation Committee. Unless otherwise provided by the Compensation Committee in an award agreement or otherwise, upon the expiration of the restricted period with respect to any outstanding restricted stock units, the Company will issue to the participant or the participant’s beneficiary, without charge, one share of common stock (or other securities or other property, as applicable) for each such outstanding restricted stock unit; provided, however, that the Compensation Committee may, in its sole discretion, elect to (i) pay cash or part cash and part shares of Common stock in lieu of issuing only shares of common stock in respect of such restricted stock units; or (ii) defer the issuance of shares of common stock (or cash or part cash and part shares of common stock, as the case may be) beyond the expiration of the restricted period if such extension would not cause adverse tax consequences under Code Section 409A. If a cash payment is made in lieu of issuing shares of common stock in respect of such restricted stock units, the amount of such payment will be equal to the fair market value per share of the common stock as of the date on which the restricted period lapses with respect to such restricted stock units. Restricted stock and restricted stock units are subject to certain restrictions upon termination of employment as outlined in the 2023 Omnibus Plan. Other Equity-Based Awards and Other Cash-Based Awards. The Compensation Committee may grant other equity-based awards and other cash-based awards under the 2023 Omnibus Plan to eligible persons, alone or in tandem with other awards, in such amounts and dependent on such conditions as the Compensation Committee will from time to time in its sole discretion determine. Each other equity-based award or other cash-based award, as applicable, will be subject to such conditions not inconsistent with the 2023 Omnibus Plan as may be reflected in the applicable award agreement or other form evidencing such award. Performance Awards. The Compensation Committee has the authority to designate any award as a performance award. The Compensation Committee has the sole discretion to select the length of performance periods, the types of performance compensation awards to be granted, the performance criteria that will be used to establish the performance goals, the kinds and/or levels of the performance goals that are to apply and the performance formulae. The performance criteria that will be used to establish the performance goals may be based on the attainment of specific levels of performance of the Company (and/or one or more of its subsidiaries, divisions or operational and/or business units, product lines, brands, business segments, administrative departments or any combination of the foregoing) and may include, but will not be limited to, those performance goals listed below. Any one or more of the performance criteria may be stated as a percentage of another performance criteria, or used on an absolute or relative basis to measure the performance of the Company and/or one more of its subsidiaries as a whole or any divisions or operational and/or business units, product lines, brands, business segments or administrative departments of the Company and/or one or more of its subsidiaries or any combination thereof, as the Compensation Committee may deem appropriate, or any of the above performance criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the Compensation Committee deems appropriate, or as compared to various stock market indices. The

  81. Types of Awards

    Compensation Committee has the authority to provide for accelerated vesting of any award based on the achievement of performance goals pursuant to the performance criteria specified above. Dividends and Dividend Equivalents. The Compensation Committee may provide a participant as part of an award (other than options or SARs) with dividends, dividend equivalents or similar payments in respect of awards, payable in cash, shares of common stock, other securities, other awards or other property, on such terms and conditions as may be determined by the Compensation Committee in its sole discretion, including, without limitation, payment directly to the participant, withholding of such amounts by the Company subject to vesting of the award or reinvestment in additional shares of common stock, restricted stock or other awards. No dividends are payable on options or SARs. The 2023 Omnibus Plan provides that dividends, dividend equivalents or other similar payments will not be paid (even if accrued) unless and until the underlying award (or portion thereof) has vested and/or been earned.

  82. Effect of Certain Events on the 2023 Omnibus Plan and Awards

    Effect of Certain Events on the 2023 Omnibus Plan and Awards Changes in Capital Structure and Similar Events. In the event of a change in control or a dividend, stock split, merger or other corporate transaction affecting our shares, if the Compensation Committee, in its sole discretion, determines an adjustment is necessary or appropriate, the Compensation Committee may make any such adjustments in such manner as it deems equitable, including adjustments to: (i) any limit to the number of shares that may be granted under the 2023 Omnibus Plan; (ii) the number and kind (if applicable) of shares of common stock or other of our securities that may be issued in respect of awards under the 2023 Omnibus Plan; and (iii) the terms of any outstanding award, including (a) the number and kind of shares of common stock or other of our securities subject to outstanding awards, (b) the applicable exercise or strike price or (c) any applicable performance measures. In addition, except as may otherwise be provided in an award agreement, in connection with an adjustment event, the Compensation Committee may, in its sole discretion, provide for any one or more of the following: (i) substitution, assumption, accelerated vesting or exercisability or termination of, or lapse of restrictions on, awards, or providing for a period of exercisability prior to the occurrence of such event; (ii) cancellation of outstanding awards and the payment of the value of such awards, if any, to holders of any such awards, as determined by the Compensation Committee; and (iii) conversion or replacement of any unvested awards as of the occurrence of such event, into awards subject to continued vesting on the same terms as those applicable to the award prior to conversion or replacement. Change in Control. Service-based awards are generally subject to a double trigger change in control feature where the award will automatically vest upon a change in control only when the employment or service of the participant is terminated by the Company without cause within 12 months following a change in control. Performance-based awards generally provide for pro-rata vesting upon a change in control, based on actual performance through the date of termination or, if the Compensation Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance, and in either case prorated based upon the time elapsed between the grant date and the date of the change in control. Notwithstanding the foregoing, in the event the successor or surviving company in the change in control does not assume or substitute for the award (or in which the Company is the ultimate parent corporation and does not continue the awards) on substantially similar terms or with substantially equivalent economic benefits, then the awards will become immediately fully vested (at target, in the case of performance-based awards) as of the date of such change in control.

  83. Benefits to Named Executive Officers and Others

    Benefits to Named Executive Officers and Others Pursuant to SEC rules, the following table lists the number of PSUs (at target), RSUs, and stock options granted under the 2023 Omnibus Plan since its inception and through December 31, 2025 (whether or not outstanding, vested, or forfeited, as applicable).

  84. Benefits to Named Executive Officers and Others

    | Name of Individual or Group | Stock Options | RSUs | Performance RSUs | | 2025 Named Executive Officers | | | | | Mark D. Wang | 66,489 | 129,882 | 211,746 | | Daniel J. Mathewes | 20,948 | 50,678 | 65,646 | | Gordon S. Gurnik | 18,561 | 48,774 | 66,401 | | Charles R. Corbin | 14,960 | 41,906 | 68,135 | | Dusty M. Tonkin | 14,370 | 43,241 | 26,376 | | Erin Day | 6,987 | 27,291 | 21,318 | | All current executive officers as a group | 142,315 | 341,772 | 459,622 | | All current non-employee directors as a group | — | 95,029 | — | | Associates of any such directors, executive officers or nominees | — | — | — | | Other persons who received or is to receive 5% of such options or rights | — | — | — | | All employees as a group (excluding executive officers) | 237,220 | 1,211,609 | 421,972 |

  85. New Plan Benefits

    | (1) In addition to shares issuable upon exercise of stock options, amount also includes 2,506,398 shares that may be issued upon settlement of restricted stock units, including shares that may be issued pursuant to outstanding Performance RSUs, based on certified financial results, where applicable, and otherwise assuming the target award is met. The restricted stock units cannot be exercised for consideration. |

  86. New Plan Benefits

    | (2) The weighted-average exercise price of outstanding options, warrants and rights relates solely to stock options, which are the only currently outstanding exercisable security, and does not relate to restricted stock units that convert to shares of common stock for no consideration. |

  87. New Plan Benefits

    | (3) Includes 2,602,991 shares that may be issued pursuant to future awards under the 2023 Omnibus Incentive Plan, all of which may be issued pursuant to grants of full-value stock awards, 10,156 shares that may be issued pursuant to future awards under the Bluegreen Plan (as defined in footnote (5) below), and 1,277,996 shares that may be issued pursuant to future awards under the Employee Stock Purchase Plan, including 184,779 shares subject to purchase during the current purchase period. |

  88. New Plan Benefits

    | (4) Represents aggregated information pertaining to our four equity compensation plans: the 2023 Omnibus Incentive Plan, the 2017 Omnibus Incentive Plan, the Director Stock Plan, and the Employee Stock Purchase Plan. See Note 19 (“Share-Based Compensation”) of the consolidated financial statements included in HGV’s Annual Report on Form 10-K for further information regarding these plans. |

  89. Key 2025 Compensation Committee Actions

    | • | Compensation Adjustments. To more closely align with market pay levels of similarly situated executive officers among our peer group companies, the Compensation Committee approved: |

  90. Key 2025 Compensation Committee Actions

    | • | an adjustment to Mr. Wang’s short-term annual cash-based bonus award target opportunity to 200% (reflected as a percentage of base salary); and |

  91. Key 2025 Compensation Committee Actions

    | • | increases to the long-term incentive (LTI) equity-based award for all of our NEOs, as follows (reflected as a percentage of base salary), other than Mr. Mathewes and Ms. Day who remained at 300% and 200%, respectively; Mr. Wang, 575%; Mr. Gurnik, 350%; Mr. Corbin, 350%; and Mr. Tonkin, 325%. |

  92. Key 2025 Compensation Committee Actions

    | • | Eliminated stock options from our long-term incentive program. The Compensation Committee adjusted the components of our long-term incentive (LTI or long-term incentive) program for 2025, eliminating stock options and granting the LTI value in a mix of performance-based RSUs, which we refer to as Performance RSUs (60% of the LTI mix for Mr. Wang, 50% for Messrs. Mathewes, Gurnik and Corbin and 40% for Mr. Tonkin and Ms. Day), and service-based RSUs, which we refer to as RSUs or Service RSUs (40% of the LTI mix for Mr. Wang, 50% for Messrs. Mathewes, Gurnik and Corbin and 60% for Mr. Tonkin and Ms. Day). RSUs vest over three years in equal annual installments and Performance RSUs cliff vest based on the level of achievement of goals related to Economic Adjusted EBITDA (50%) and Contract Sales (50%) following a three-year year performance period commencing January 1, 2025 and ending December 31, 2027, subject in each case to the applicable NEO’s continued employment with the Company. |

  93. Key 2025 Compensation Committee Actions

    | • | Approved a short-term incentive plan based 70% on Economic Adjusted EBITDA and 30% on Total Economic Revenue (excluding cost reimbursements) for our NEOs other than Messrs. |

  94. Key 2025 Compensation Committee Actions

    Gurnik and Tonkin. Similar to 2024, the Compensation Committee approved a short-term incentive plan design for our NEOs other than Messrs. Gurnik and Tonkin, which we also refer to as our annual cash incentive program, based 70% on Economic Adjusted EBITDA and 30% on Total Economic Revenue. For Mr. Gurnik and Mr. Tonkin, the Committee approved a short-term incentive plan design based 50% on Economic Adjusted EBITDA, 25% on Total Economic Revenue, and 25% on Contract Sales, and 50% Economic Adjusted EBITDA, 20% Real Estate Adjusted EBITDA and 30% Contract Sales, respectively, due to the focus of their roles.

  95. Overview

    | Compensation Element | Form | Objectives | | Base Salary Fixed, Short-Term | Cash | • Attract and retain high quality executives to drive our success • Align with external competitive levels and internal parity for each role, responsibility, and experience | | Short-term Incentive At-risk, short-term (annual) | Cash | • Reward for our overall and business area financial results • Align actual pay-out based on achievement of our overall and business area performance goals | | Long-term Incentive At-risk, medium to long-term | Equity comprised of: Service RSUs(1) Performance RSUs(2) | • Reward for our future performance and align with interests of our stockholders • Retain key executives through vesting over multi-year periods, with continued employment required through the applicable vesting date • Incentivize achievement of pre-established objectives tied to key performance metrics we use to measure our financial performance |

  96. Overview

    | (1) Restricted stock units that generally vest in equal annual amounts over several years (typically three (3) years) based on continued employment. |

  97. Overview

    | (2) Restricted stock units that vest based on achievement of pre-established performance metrics (Economic Adjusted EBITDA and Contract Sales) over a specified performance period, subject to continued employment through the performance period, with certain exceptions. |

  98. Executive Compensation Practices

    | What We Do (Best Practices) | What We Don’t Do (Best Practices) | | ✔ Executive sessions without management ✔ Independent compensation consultant ✔ Significant percentage of pay “at risk” ✔ Significant use of equity-based pay ✔ Three-year vesting on service-based equity awards ✔ Multi-year performance periods on performance-based equity awards ✔ Capped incentive opportunities ✔ Clawback policy ✔ Robust stock ownership requirements (including a holding period after retirement) ✔ Efficient use of equity | x Excessive severance x Automatic single-trigger equity acceleration for change in control, if the awards are assumed in the transaction x Gross-up for excise taxes under tax code section 280G, 409A or otherwise x Option repricing or buyouts x Provide for reload awards x Pay dividends or dividend equivalents on unvested awards |

  99. Executive Compensation Practices

    | • | the objective of aligning stockholder interests by having a significant portion of compensation comprised of long-term equity-based awards, including a meaningful portion of which is performance-based; |

  100. Executive Compensation Practices

    | • | the views and recommendations of Pearl Meyer, including external market data provided by Pearl Meyer. |

  101. Executive Compensation Practices

    Role of the Compensation Committee. The Compensation Committee establishes the overall executive compensation philosophy and program design, sets and approves compensation for our NEOs, and approves all incentive plan designs, goals, and awards affecting executive officers, including our NEOs. The Compensation Committee also approves all equity compensation plans and awards. In performing its role, the Compensation Committee receives input from our CEO and CHRO and Pearl Meyer. Role of Management. Our CEO and CHRO routinely provide information, advice, and recommendations to the Compensation Committee. Other members of executive management may be called upon to provide information to the Compensation Committee from time to time. The Compensation Committee regularly meets in executive session without members of executive management present, and members of executive management are not present for discussions regarding their specific compensation. Role of the Independent Compensation Consultant. Pearl Meyer reports to, and is directed by, the Compensation Committee. Pearl Meyer routinely provides information, advice, and recommendations to the Compensation Committee on matters pertaining to executive and non-employee director compensation. In selecting Pearl Meyer for 2025, the Compensation Committee considered the independence factors prescribed by applicable regulations and concluded that none of the work provided by Pearl Meyer raised any conflicts of interest and, accordingly, determined Pearl Meyer met the independence criteria. Pearl Meyer provides no services to HGV other than compensation consulting services described above. Peer Group Comparisons. The Compensation Committee reviews and approves any peer group that will be used for executive compensation benchmarking in consultation with its independent compensation consultant and considers the benchmark data as one of many factors when making pay determinations. Pearl Meyer used the following peer group, which was approved by the Compensation Committee in February 2024, to make compensation recommendations for 2025. The Compensation Committee reviewed Pearl Meyer’s recommendations and used the 2024 peer group data as a guide in setting compensation for 2025.(1)

  102. Executive Compensation Practices

    | (1) The peer group is the same peer group used by the Compensation Committee with respect to its review of compensation in 2024. |

  103. 2025 NEO Compensation Structure

    | | Short-Term Incentive Opportunity | | | | Long-Term Incentive Award | | | | Name | Base Salary | % of Salary (Target) | $ Value (Target) | Target Total Cash | % of Salary | $ Value | Total Direct | | Mark D. Wang | $1,350,000 | 200% | $2,700,000 | $4,050,000 | 575% | $7,762,500 | $11,812,500 | | Daniel J. Mathewes | $725,000 | 150% | $1,087,500 | $1,812,500 | 300% | $2,175,000 | $3,987,500 | | Gordon S. Gurnik | $700,000 | 125% | $875,000 | $1,575,000 | 350% | $2,450,000 | $4,025,000 | | Charles R. Corbin | $625,000 | 125% | $781,250 | $1,406,250 | 350% | $2,187,500 | $3,593,750 | | Dusty Tonkin(1) | $600,000 | 200% | $1,200,000 | $1,800,000 | 325% | $1,950,000 | $3,750,000 | | Erin Day(1) | $450,000 | 75% | $337,500 | $787,500 | 200% | $900,000 | $1,687,500 |

  104. Target vs. Realizable CEO Compensation

    Target vs. Realizable CEO Compensation As illustrated above, a significant portion of our CEO’s compensation opportunity is “at risk” and tied to stock price and corporate performance goals. Our pay-for-performance philosophy is further illustrated by comparing target total direct compensation to “realizable” compensation, after considering actual performance. Demonstrating our compensation program’s strong tie to performance, our CEO’s 2024 realizable compensation was below his target compensation and his 2025 realizable compensation was above his target compensation. For the purposes of the chart, target compensation includes base salary, target short-term annual incentive award, and the grant date value (computed in accordance with FASB ASC Topic 718) of RSUs granted in 2025 and 2024 and stock options granted in 2024. Realizable compensation includes annual base salary earned and actual annual short-term incentive payouts for each of 2025 and 2024 and the intrinsic value of RSUs in each of 2025 and 2024 and stock options granted in 2024 (in each case as of December 31, 2025, based on our closing stock price on such date). The target compensation reflected in the table does not include the target value of Performance RSUs (both those granted as a reoccurring component of our compensation program and special one-time awards such as the Bluegreen Transaction Incentive Awards (as defined below)) as these awards are settled based on our actual performance over the applicable performance periods, nor does it include the realizable value of Performance RSUs granted in 2025 and 2024. The actual payout amounts related to such Performance RSUs and Bluegreen Transaction Incentive Awards may be substantially higher or lower than target depending on our actual financial performance for the remainder of the measurement periods. This table and the

  105. Short-Term Incentive Compensation

    Short-Term Incentive Compensation Annual Cash Incentive Program for 2025. The Compensation Committee approved the 2025 annual cash incentive program which rewards participants for their contributions towards specific annual financial and operational goals that are tied to overall HGV performance. It is designed to motivate participants to focus on our overall business and financial results. Each participant’s annual cash incentive award opportunity is strictly based on corporate objectives (as more fully described below) and is expressed as a percentage of the individual participant’s base salary in effect at fiscal year-end. Threshold, target and maximum annual cash incentive opportunities for our NEOs are approved annually by the Compensation Committee based on peer group benchmark data, the scope and impact the participant has on HGV’s overall results, and input from Pearl Meyer as appropriate. For 2025, the Compensation Committee approved our annual cash incentive program design based 70% on Economic Adjusted EBITDA and 30% on Total Economic Revenue for each individual NEO other than Messrs. Gurnik and Tonkin, each of whom has a different annual incentive design due to the focus of their role. For Mr. Gurnik and Mr. Tonkin, the Committee approved annual cash incentive design based 50% on Economic Adjusted EBITDA, 25% on Total Economic Revenue, and 25% on Contract Sales, and 50% on Economic Adjusted EBITDA, 20% on Real Estate Adjusted EBITDA, and 30% on Contract Sales, respectively. Consistent with prior years, the Compensation Committee selected Economic Adjusted EBITDA as the primary corporate objective for 2025 because it is the primary measure that HGV uses internally to assess its financial performance. The Compensation Committee selected Total Economic Revenue as the secondary corporate objective for 2025 because it is the primary measure that HGV uses internally to assess its financial performance as it relates to our overall revenue growth and performance. The Compensation Committee selected Contract Sales for Mr. Gurnik and Real Estate Adjusted EBITDA and Contract Sales for Mr. Tonkin due to the relevance of these metrics to their areas of responsibilities.

  106. Short-Term Incentive Compensation

    | Hilton Grand Vacations | 54 | 2026 PROXY STATEMENT |

  107. Short-Term Incentive Compensation

    The Compensation Committee approved an increase to Mr. Wang’s target short-term incentive opportunity (from 175% to 200%) to more closely align with market pay levels of similarly situated executive officers among our peer group companies. The threshold, target, and maximum payout levels for our NEOs as a percentage of salary for the fiscal year ended December 31, 2025, as approved by the Compensation Committee, are set forth in the table below.

  108. Short-Term Incentive Compensation

    | Name | Threshold (50% of Target) | Target | Maximum (200% of Target) | | Mark D. Wang | 100% | 200% | 400% | | Daniel J. Mathewes | 75% | 150% | 300% | | Gordon S. Gurnik | 62.5% | 125% | 250% | | Charles R. Corbin | 62.5% | 125% | 250% | | Dusty Tonkin | 100% | 200% | 400% | | Erin Day | 37.5% | 75% | 150% |

  109. Short-Term Incentive Compensation

    Each NEO’s annual cash incentive components and weightings of applicable corporate performance goals for the fiscal year ended December 31, 2025 are set forth below.

  110. Actual Results for 2025 for NEOs other than Messrs. Gurnik & Tonkin

    | (2) For actual performance between the threshold, target and maximum levels, the resulting payout percentage |

  111. Economic Adjusted EBITDA (70%)

    | Name | Target Annual Cash Incentive Opportunity | Achievement Factor as a Percent of Target Award | 2025 Amount Earned under Annual Cash Incentive Program | | Mark D. Wang | $1,890,000 | 115% | $2,173,500 | | Daniel J. Mathewes | $761,250 | 115% | $875,438 | | Charles R. Corbin | $546,875 | 115% | $628,906 | | Erin Day | $236,250 | 115% | $271,688 |

  112. Total Economic Revenue (30%)

    | Name | Target Annual Cash Incentive Opportunity | Achievement Factor as a Percent of Target Award | 2025 Amount Earned under Annual Cash Incentive Program | | Mark D. Wang | $810,000 | 107% | $866,700 | | Daniel J. Mathewes | $326,250 | 107% | $349,088 | | Charles R. Corbin | $234,375 | 107% | $250,781 | | Erin Day | $101,250 | 107% | $108,338 |

  113. Total Payout (100%)

    Total Payout (100%)

  114. Total Payout (100%)

    | Name | Target Annual Cash Incentive Opportunity | Achievement Factor as a Percent of Target Award | 2025 Amount Earned under Annual Cash Incentive Program | | Mark D. Wang | $2,700,000 | 113% | $3,040,200 | | Daniel J. Mathewes | $1,087,500 | 113% | $1,224,525 | | Charles R. Corbin | $781,250 | 113% | $879,688 | | Erin Day | $337,500 | 113% | $380,025 |

  115. Actual Results for 2025 for Mr. Gurnik

    | (2) For actual performance between the threshold, target and maximum levels, the resulting payout percentage is adjusted |

  116. Actual Results for 2025 for Mr. Gurnik

    | Name | Target Annual Cash Incentive Opportunity | Achievement Factor as a Percent of Target Award | 2025 Amount Earned under Annual Cash Incentive Program | | Economic Adjusted EBITDA (50%) | $437,500 | 115% | $503,125 | | Total Economic Revenue (25%) | $218,750 | 107% | $234,063 | | Contract Sales (25%) | $218,750 | 117% | $255,938 | | Total Payout (100%) | $875,000 | 114% | $993,125 |

  117. Actual Results for 2025 for Mr. Tonkin

    | (2) For actual performance between the threshold, target and maximum levels, the resulting payout percentage is adjusted |

  118. Actual Results for 2025 for Mr. Tonkin

    | Name | Target Annual Cash Incentive Opportunity | Achievement Factor as a Percent of Target Award | 2025 Amount Earned under Annual Cash Incentive Program | | Economic Adjusted EBITDA (50%) | $600,000 | 115% | $690,000 | | Real Estate Adjusted EBITDA (20%) | $240,000 | 91% | $218,400 | | Contract Sales (30%) | $360,000 | 117% | $421,200 | | Total Payout (100%) | $1,200,000 | 111% | $1,329,600 |

  119. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Long-Term Incentive Compensation Program for 2025. Long-term incentive compensation for 2025 was awarded under our stockholder-approved 2023 Omnibus Incentive Plan (the “2023 Omnibus Plan”). Long-term incentive compensation provides an opportunity for certain employees, including our NEOs, to increase their ownership interest in HGV through grants of equity-based awards and further aligns their interests with our performance and, accordingly, our stockholders’ interests. Under the 2023 Omnibus Plan, equity-based awards may be awarded in the form of stock options, stock appreciation rights, restricted stock, RSUs, other equity-based awards, other cash-based awards and performance compensation awards. Each NEO’s long-term incentive award is approved annually by the Compensation Committee based on peer group benchmark data and the scope, impact the executive has on HGV’s overall results, and appropriate input from Pearl Meyer. In 2025, the Compensation Committee granted long-term incentive awards to our NEOs based on the mix and weighting set forth in the chart below.

  120. Long-Term Incentive Compensation

    | Award Type | Weighting | Vesting | Value Tied To | | RSUs | Mr. Wang, 40% Messrs. Mathewes, Gurnik and Corbin, 50% Mr. Tonkin and Ms. Day, 60% | Vest over three years in equal annual installments | Stock price | | Performance RSUs(1) | Mr. Wang, 60% Messrs. Mathewes, Gurnik and Corbin, 50% Mr. Tonkin and Ms. Day, 40% | Vest at the end of a three-year period in an amount based on the level of performance achieved | Economic Adjusted EBITDA Targets (50%) Contract Sales Targets (50%) |

  121. Long-Term Incentive Compensation

    | (1) Performance RSUs have the following levels of achievement and final award opportunities: |

  122. Long-Term Incentive Compensation

    | Performance RSUs Level of Achievement | Percentage of Award Earned | | Below Threshold | 0% | | Threshold | 50% | | Target | 100% | | Maximum | 200% |

  123. Long-Term Incentive Compensation

    Based on the foregoing, the Compensation Committee approved the following LTI awards for the NEOs in 2025:

  124. Long-Term Incentive Compensation

    | Name | LTI Value ($) | RSUs (#)(1) | Performance RSUs (#)(2) | | Mark D. Wang | $7,762,500 | 75,731 | 113,597 | | Daniel J. Mathewes | $2,175,000 | 26,464 | 26,464 | | Gordon S. Gurnik | $2,450,000 | 29,878 | 29,878 | | Charles R. Corbin | $2,187,500 | 26,676 | 26,676 | | Dusty Tonkin | $1,950,000 | 28,536 | 19,024 | | Erin Day(3) | $1,100,000 | 18,459 | 8,780 |

  125. Long-Term Incentive Compensation

    | (1) Vest over three years in equal annual installments, subject to the executive’s continued employment with the Company with certain exceptions as provided in the 2023 Omnibus Plan and applicable award agreement. |

  126. Long-Term Incentive Compensation

    | Hilton Grand Vacations | 57 | 2026 PROXY STATEMENT |

  127. Long-Term Incentive Compensation

    | (2) Cliff vest based on the level of achievement of pre-established performance metrics following a three-year performance period commencing January 1, 2025 and ending December 31, 2027, subject to the executive’s continued employment with the Company with certain exceptions as provided in the 2023 Omnibus Plan and applicable award agreement. |

  128. Long-Term Incentive Compensation

    | (3) Includes an additional RSU grant ($200,000) approved by the Compensation Committee on May 6, 2025 in recognition of Ms. Day’s service as interim Chief Financial Officer. |

  129. Long-Term Incentive Compensation

    2025 Performance RSUs. The Compensation Committee determined that Economic Adjusted EBITDA and Contract Sales are appropriate performance measures for the Performance RSUs because they align executive management’s interests with our stockholders’ interests and incentivize executive management to achieve the Company’s long-term strategic goals and aligns with objective metrics commonly used by industry peers and comparable publicly-traded companies. We believe that prioritizing Economic Adjusted EBITDA and Contract Sales in both our short-term and long-term incentive programs provides the best opportunity to align our incentives with long-term value creation for our stockholders. We have not disclosed the specific targets for Economic Adjusted EBITDA and Contract Sales for the 2025 Performance RSUs as those internal targets are highly confidential. Disclosing the specific Economic Adjusted EBITDA and Contract Sales targets would provide competitors and third parties with insights into our internal planning processes, which might allow our competitors to predict certain business strategies and cause us competitive harm if known in the marketplace. In general, and in keeping with the best interests of our stockholders, the Compensation Committee sets Economic Adjusted EBITDA and Contract Sales targets from year to year that it believes to be challenging, but attainable in the absence of significant deterioration in macroeconomic or broader industry conditions, or other materially adverse conditions or events that are beyond our control. The performance period commenced on January 1, 2025 and ends on December 31, 2027. Following the conclusion of the applicable performance period, the Compensation Committee will determine the number, if any, of Performance RSUs earned based on the level of achievement of the performance measures shown below. For actual performance between the specified threshold, target and maximum levels, the resulting payout percentage will be adjusted on a linear basis.

  130. Payout of 2023 Performance RSUs

    Payout of 2023 Performance RSUs Pursuant to the terms of the 2023 Performance RSUs, the NEO could earn between 0% and 200% of target based on the level of achievement of pre-established goals related Economic Adjusted EBITDA and Contract Sales over the performance period commencing January 1, 2023 and ending December 31, 2025, as described in the table below.

  131. Payout of 2023 Performance RSUs

    | Performance Metric | Threshold(1) | Target(1) | Maximum(1) | Actual(1) | | Economic Adjusted EBITDA | $2,864.3 | $3,369.8 | $3,875.3 | $3,289.3 | | Contract Sales | $7,198.9 | $8,469.3 | $9,739.6 | $8,650.4 |

  132. Payout of 2023 Performance RSUs

    | (1) In millions. |

  133. Payout of 2023 Performance RSUs

    Based on such actual performance measured as of December 31, 2025, the 2023 Performance RSUs were earned at 103.1% of target. Accordingly, the following shares of common stock were issued in February 2025 in settlement of the 2023 Performance RSUs:

  134. Payout of 2023 Performance RSUs

    | Name | Shares of Common Stock (#) | | Mark D. Wang | 40,387 | | Daniel J. Mathewes | 8,523 | | Gordon S. Gurnik | 8,523 | | Charles R. Corbin | 5,506 | | Dusty Tonkin(1) | — | | Erin Day | 2,130 |

  135. Payout of 2023 Performance RSUs

    | (1) Mr. Tonkin joined the Company after the date of award of the 2023 Performance RSUs. |

  136. Payout of 2023 Performance RSUs

    | Hilton Grand Vacations | 58 | 2026 PROXY STATEMENT |

  137. Payout of Bluegreen Performance RSUs and Second Tranche of Bluegreen Performance Cash Award

    Payout of Bluegreen Performance RSUs and Second Tranche of Bluegreen Performance Cash Award In March 2024, the Compensation Committee granted transaction awards consisting of Performance RSUs (the “Bluegreen Performance RSUs”) and performance-based cash awards (the “Bluegreen Performance Cash Awards,” and together with the Bluegreen Performance RSUs, the “Bluegreen Transaction Incentive Awards”) related to the January 2024 closing of our acquisition of Bluegreen Vacations Holdings Corporation (the “Bluegreen Acquisition”) to our NEOs, other than Mr. Tonkin, who joined the Company as part of the Bluegreen Acquisition. Bluegreen Performance RSUs. Pursuant to the terms of the Bluegreen Performance RSUs, the NEO could earn between 0% and 200% of target based on the level of achievement of pre-established goals related to Run Rate Cost Savings (weighted 50%) achieved post-closing through December 31, 2025 and Economic Adjusted EBITDA (weighted 50%) over a two-year performance period ending December 31, 2025, as described in the table below.

  138. Payout of Bluegreen Performance RSUs and Second Tranche of Bluegreen Performance Cash Award

    | Performance Metric | Threshold(1) | Target(1) | Maximum(1) | Actual(1) | | Run Rate Cost Savings | $85.0 | $100.0 | $115.0 | $108.6 | | Economic Adjusted EBITDA | $2,294.1 | $2,699.0 | $3,103.8 | $2,263.6 |

  139. Payout of Bluegreen Performance RSUs and Second Tranche of Bluegreen Performance Cash Award

    | (1) In millions. |

  140. Payout of Bluegreen Performance RSUs and Second Tranche of Bluegreen Performance Cash Award

    Based on such actual performance measured as of December 31, 2025, the Bluegreen Performance RSUs were earned at 78.7% of target. Bluegreen Performance Cash Awards. Pursuant to the terms of the Bluegreen Performance Cash Awards, the NEO could earn a cash award in two equal tranches based on the level of achievement of pre-established performance goals relating to Run Rate Cost Savings as follows: (a) fifty percent (50%) of the award (the “First Tranche”) could be earned following a nine-month post-closing performance period ending on September 30, 2024 (the “First Tranche Performance Period”); and (b) fifty percent (50%) of the award (the “Second Tranche”) could be earned following an 18-month post-closing performance period ending on June 30, 2025 (the “Second Tranche Performance Period”), in each case only if Run Rate Cost Savings goals applicable to each performance period were achieved by the end date of the respective performance period. As previously disclosed, in October 2024, the Compensation Committee determined that the Run Rate Cost Savings goal for the First Tranche Performance Period was achieved and, accordingly, approved the payment of the First Tranche. In July 2025, the Compensation Committee determined that the Run Rate Cost Savings goal for the Second Tranche Performance Period was achieved (as set forth in the table below) and, accordingly, approved the payment of the Second Tranche.

  141. Payout of Bluegreen Performance RSUs and Second Tranche of Bluegreen Performance Cash Award

    | Performance Metric | Threshold(1) | Target(1) | Maximum(1) | Actual(1) | | Run Rate Cost Savings | $63.8 | $75.0 | $86.3 | $91.5 |

  142. Payout of Bluegreen Performance RSUs and Second Tranche of Bluegreen Performance Cash Award

    | (1) In millions. |

  143. Payout of Bluegreen Performance RSUs and Second Tranche of Bluegreen Performance Cash Award

    The following shares of common stock were issued in February 2025 in settlement of the Bluegreen Performance RSUs and the Second Tranche of the Bluegreen Performance Cash Award was paid in July 2025, as follows:

  144. Payout of Bluegreen Performance RSUs and Second Tranche of Bluegreen Performance Cash Award

    | Name | Bluegreen Performance RSUs (#) | Second Tranche of Bluegreen Performance Cash Awards ($) | | Mark D. Wang | 39,953 | $1,500,000 | | Daniel J. Mathewes | 21,308 | $800,000 | | Gordon Gurnik | 21,308 | $800,000 | | Charles R. Corbin | 26,635 | $1,000,000 | | Dusty Tonkin(1) | — | — | | Erin Day(2) | 6,392 | $240,000 |

  145. Payout of Bluegreen Performance RSUs and Second Tranche of Bluegreen Performance Cash Award

    | (1) Mr. Tonkin joined the Company as part of the Bluegreen Acquisition and, therefore, was not eligible to participate in the Bluegreen Transaction Incentive Awards. |

  146. Payout of Bluegreen Performance RSUs and Second Tranche of Bluegreen Performance Cash Award

    | (2) Ms. Day was not an NEO for any part of 2024 when the Bluegreen Transaction Incentive Awards were granted. |

  147. Payout of Bluegreen Performance RSUs and Second Tranche of Bluegreen Performance Cash Award

    | Hilton Grand Vacations | 59 | 2026 PROXY STATEMENT |

  148. Key Executive Compensation Policies, Risk Considerations and Benefits

    As of December 31, 2025, each of our NEOs satisfied the stock ownership requirement. For purposes of this requirement, an executive officer’s holdings include shares held directly or indirectly, individually or jointly, shares held in trust for the benefit of the executive or a family member, time-vesting restricted stock and restricted stock unit awards that have not yet vested, and shares held under a deferral or similar plan. However, an executive officer’s unexercised or unexercisable options and outstanding Performance RSUs that are subject to completion of the performance periods are not included in his or her holdings. Once the level of stock ownership satisfies the applicable guideline, ownership of the guideline amount is expected to be maintained for as long as the individual is subject to this policy. Clawback Policy. We maintain a clawback policy that complies with the applicable listing standards of NYSE and Rule 10D-1 under the Exchange Act. In the event of a restatement of the reported financial results of HGV or any of its segments due to material non-compliance with financial reporting requirements, the Compensation Committee will recover reasonably promptly the amount of all erroneously awarded compensation received by an executive officer during the covered period (within the meaning of such terms as provided in the NYSE listing standards). Equity Award Grant Policy. The annual grant of stock-based awards to our NEOs is generally made on the date of the first or second regularly scheduled Compensation Committee meeting of the calendar year (typically held in the first quarter) subject to any change at the discretion of the Compensation Committee. In addition to annual

  149. Key Executive Compensation Policies, Risk Considerations and Benefits

    | • | balances short-term cash and long-term equity incentive compensation; |

  150. Key Executive Compensation Policies, Risk Considerations and Benefits

    | • | provides that at-risk compensation is based on a variety of performance goals, including HGV’s overall financial performance, the achievement of specific business area goals and HGV’s stock price; |

  151. Key Executive Compensation Policies, Risk Considerations and Benefits

    | • | provides the Compensation Committee with discretion to reduce the annual incentive amount awarded; |

  152. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table presents summary information regarding the total compensation awarded to, earned by or paid to each of our NEOs for the fiscal years indicated.

  153. SUMMARY COMPENSATION TABLE

    | Name | Year | Salary(1) ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Mark D. Wang President and Chief Executive Officer | 2025 | $1,345,962 | $7,762,448 | — | $4,540,200 | $418,581 | $14,067,191 | | | 2024 | $1,198,077 | $6,749,936 | $2,946,792 | $2,846,100 | $286,346 | $14,027,251 | | | 2023 | $1,100,000 | $4,124,959 | $2,726,680 | $1,576,575 | $266,387 | $9,794,601 | | Daniel J. Mathewes President and Chief Financial Officer | 2025 | $725,000 | $2,172,490 | — | $2,024,525 | $45,001 | $4,967,016 | | | 2024 | $704,808 | $2,831,151 | $935,562 | $1,453,019 | $25,613 | $5,950,153 | | | 2023 | $650,000 | $1,218,721 | $805,601 | $669,094 | $37,305 | $3,380,721 | | Gordon S. Gurnik Senior Executive Vice President and Chief Operating Officer | 2025 | $699,192 | $2,449,996 | — | $1,793,125 | $30,411 | $4,972,725 | | | 2024 | $669,615 | $2,456,170 | $822,624 | $1,336,838 | $40,003 | $5,325,250 | | | 2023 | $650,000 | $1,218,721 | $805,601 | $443,625 | $34,131 | $3,152,078 | | Charles R. Corbin Senior Executive Vice President, General Counsel and Corporate Operations, and Secretary | 2025 | $622,712 | $2,187,432 | — | $1,879,688 | $28,205 | $4,718,036 | | | 2024 | $539,712 | $2,512,456 | $663,027 | $1,432,675 | $28,646 | $5,176,516 | | | 2023 | $525,000 | $787,419 | $520,540 | $525,263 | $32,559 | $2,390,781 | | Dusty Tonkin(5) Executive Vice President, Chief Sales & Marketing Officer | 2025 | $598,654 | $1,949,960 | — | $1,329,600 | $28,030 | $3,906,244 | | Erin Day(5) Executive Vice President, Finance | 2025 | $448,654 | $1,099,927 | — | $620,025 | $35,497 | $2,204,103 |

  154. SUMMARY COMPENSATION TABLE

    | (1) Amounts in this column reflect the salary earned during the fiscal year, whether paid or deferred under HGV’s employee benefit plans. |

  155. SUMMARY COMPENSATION TABLE

    | (2) Represents the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718, using the assumptions discussed in Note 19 (“Share-Based Compensation”) of the consolidated financial statements included in HGV’s Annual Report on Form 10-K. For Performance RSUs, including the Bluegreen Performance RSUs, the grant date fair value is calculated using the target number of Performance RSUs awarded to each NEO, which was the assumed probable outcome as of the grant date. Assuming, instead, the highest level of performance achievement as of the grant date, the aggregate grant date fair value of the awards would have been as follows: |

  156. SUMMARY COMPENSATION TABLE

    | Name | 2025 | 2024 | 2023 | | Mark D. Wang | $9,314,954 | $8,699,927 | $3,850,000 | | Daniel J. Mathewes | $2,170,048 | $3,487,386 | $812,500 | | Gordon S. Gurnik | $2,449,996 | $3,237,399 | $812,500 | | Charles R. Corbin | $2,187,432 | $3,674,926 | $525,000 | | Dusty Tonkin | $1,559,968 | — | — | | Erin Day | $719,960 | — | — |

  157. SUMMARY COMPENSATION TABLE

    | (3) Reflects (i) actual amounts paid under our annual cash incentive program, as follows: Mr. Wang, $3,040,200; Mr. Mathewes, $1,224,525; Mr. Gurnik, $993,125; Mr. Corbin, $879,688; Mr. Tonkin, $1,329,600; and Ms. Day, $380,025; and (ii) the Second Tranche of the Bluegreen Performance Cash Awards, as follows: Mr. Wang, $1,500,000; Mr. Mathewes, $800,000; Mr. Gurnik, $800,000; Mr. Corbin, $1,000,000; and Ms. Day, $240,000. |

  158. SUMMARY COMPENSATION TABLE

    | Hilton Grand Vacations | 63 | 2026 PROXY STATEMENT |

  159. SUMMARY COMPENSATION TABLE

    | (4) All Other Compensation for 2025 is set forth in the table below. The value of perquisites and other personal benefits reflects the aggregate incremental cost to the Company of providing the benefit. |

  160. 2025 GRANTS OF PLAN-BASED AWARDS

    2025 GRANTS OF PLAN-BASED AWARDS The following table sets forth information concerning grants of plan-based awards to the NEOs during the fiscal year ended December 31, 2025. All equity awards were granted under the 2023 Omnibus Plan.

  161. 2025 GRANTS OF PLAN-BASED AWARDS

    | | | | Estimate Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimate Future Payouts Under Equity Incentive Plan Awards | | | All other Stock Awards: Number of Shares of Stock of Units (#) | All Other Stock Awards; Number of Securities Underlying Option (#) | Exercise of Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards(4) | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | | | | | | Mark D. Wang | Annual Cash Incentive(1) | — | $1,350,000 | $2,700,000 | $5,400,000 | — | — | — | — | — | — | — | | | Service RSUs(2) | 3/4/2025 | — | — | — | — | — | — | 75,731 | — | — | $3,104,971 | | | Performance RSUs(3) | 3/4/2025 | — | — | — | 56,798 | 113,597 | 227,194 | — | — | — | $4,657,477 | | Daniel J. Mathewes | Annual Cash Incentive | — | $543,750 | $1,087,500 | $2,175,000 | — | — | — | — | — | — | — | | | Service RSUs(2) | 3/4/2025 | — | — | — | — | — | — | 22,103 | — | — | $906,223 | | | Service RSUs(2) | 5/15/2025 | — | — | — | — | — | — | 4,361 | — | — | $181,243 | | | Performance RSUs(3) | 3/4/2025 | — | — | — | 11,051 | 22,103 | 44,206 | — | — | — | $906,223 | | | Performance RSUs | 5/15/2025 | — | — | — | 2,180 | 4,361 | 8,722 | — | — | — | $181,243 | | Gordon S. Gurnik | Annual Cash Incentive(1) | — | $437,500 | $875,000 | $1,750,000 | — | — | — | — | — | — | — | | | Service RSUs(2) | 3/4/2025 | — | — | — | — | — | — | 29,878 | — | — | $1,224,998 | | | Performance RSUs(3) | 3/4/2025 | — | — | — | 14,939 | 29,878 | 59,756 | — | — | — | $1,224,998 | | Charles R. Corbin | Annual Cash Incentive(1) | — | $390,625 | $781,250 | $1,562,500 | — | — | — | — | — | — | | | | Service RSUs(2) | 3/4/2025 | — | — | — | — | — | — | 26,676 | — | — | $1,093,716 | | | Performance RSUs(3) | 3/4/2025 | — | — | — | 13,338 | 26,676 | 53,352 | — | — | — | $1,093,716 | | Dusty Tonkin | Annual Cash Incentive(1) | — | $600,000 | $1,200,000 | $2,400,000 | — | — | — | — | — | — | — | | | Service RSUs(2) | 3/4/2025 | — | — | — | — | — | — | 28,536 | — | — | $1,169,976 | | | Performance RSUs(3) | 3/4/2025 | — | — | — | 9,512 | 19,024 | 38,048 | — | — | — | $779,984 | | Erin Day | Annual Cash Incentive | — | $168,750 | $337,500 | $675,000 | — | — | — | — | — | — | — | | | Service RSUs(2) | 3/4/2025 | — | — | — | — | — | — | 13,170 | — | — | $539,970 | | | Service RSUs(2) | 5/6/2025 | — | — | — | — | — | — | 5,289 | — | — | $199,977 | | | Performance RSUs(3) | 3/4/2025 | — | — | — | 4,390 | 8,780 | 17,560 | — | — | — | $359,980 |

  162. 2025 GRANTS OF PLAN-BASED AWARDS

    | (1) Reflects the possible payouts of cash incentive compensation under our Annual Cash Incentive program. |

  163. 2025 GRANTS OF PLAN-BASED AWARDS

    | (2) Service RSUs vest in three equal annual installments beginning on the first anniversary of the grant date. |

  164. 2025 GRANTS OF PLAN-BASED AWARDS

    | (3) As described in further detail under “Compensation Discussion and Analysis—2025 Executive Compensation Design and Decisions—Long-Term Incentive Compensation”, the Performance RSUs granted in 2025 have a three-year performance period ending December 31, 2027 and vest 50% based on Economic Adjusted EBITDA and 50% based on Contract Sales. Threshold assumes that 50% of the total Performance RSUs awarded vest and maximum assumes that 200% of the total Performance RSUs awarded vest. |

  165. 2025 GRANTS OF PLAN-BASED AWARDS

    | (4) Represents the grant date fair value of the awards computed in accordance with FASB ASC Topic 718, using the assumptions discussed in Note 19 (“Share Based Compensation”) of the consolidated financial statements included in HGV’s Annual Report on Form 10-K. The grant date fair value of the Performance RSUs was computed in accordance with FASB ASC Topic 718 based on the probable outcome of the performance conditions as of the grant date. |

  166. 2025 GRANTS OF PLAN-BASED AWARDS

    | Hilton Grand Vacations | 65 | 2026 PROXY STATEMENT |

  167. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END The following table sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 2025.

  168. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexpected Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable(1)(2) ($) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(2)(3) (#) | Market Value of Shares or Units of Stock That Have Not Vested(4) (#) | Equity Incentive Plan Awards Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(4) ($) | | Mark D. Wang | 3/9/2017 | 190,813 | | $28.30 | 3/9/2027 | | | | | | | 3/7/2018 | 48,906 | | $46.62 | 3/7/2028 | | | | | | | 3/5/2019 | 61,838 | | $33.32 | 3/5/2029 | | | | | | | 3/3/2020 | 83,150 | | $25.80 | 3/3/2030 | | | | | | | 3/22/2021 | 142,857 | | $38.22 | 3/22/2031 | | | | | | | 3/7/2022 | 58,999 | | $44.09 | 3/7/2032 | | | | | | | 3/7/2023 | 36,991 | 18,497 | $49.14 | 3/7/2033 | 14,924 | $667,849 | | | | | — | | | | | 40,387(6) | $1,807,318(6) | | | | | 3/5/2024 | 22,162 | 44,327 | $44.32 | 3/5/2034 | 36,101 | $1,615,520 | 47,382(5) | $2,120,345 | | | — | | | | | 39,953(7) | $1,787,897(7) | | | | | 3/4/2025 | | | | | 75,731 | $3,388,962 | 113,597(5) | $5,083,466 | | Daniel J. Mathewes | 3/5/2019 | 23,342 | | $33.32 | 3/5/2029 | | | | | | | 3/3/2020 | 31,386 | | $25.80 | 3/3/2030 | | | | | | | 3/22/2021 | 41,353 | | $38.22 | 3/22/2031 | | | | | | | 3/7/2022 | 20,918 | | $44.09 | 3/7/2032 | | | | | | | 3/7/2023 | 10,929 | 5,465 | $49.14 | 3/7/2033 | 5,512 | $246,662 | | | | | — | | | | | 8,523(6) | $381,404(6) | | | | | 3/5/2024 | 6,002 | 12,005 | $44.32 | 3/5/2034 | 12,222 | $546,935 | 9,166(5) | $410,179 | | | — | | | | | 21,308(7) | $953,533(7) | | | | | 4/1/2024 | 980 | 1,961 | $46.75 | 4/1/2034 | 3,922 | $175,510 | 2,941 | $131,610 | | | 3/4/2025 | | | | | 22,103 | $989,109 | 22,103(5) | $989,109 | | | 5/15/2025 | | | | | 4,361 | $195,155 | 4,361 | $195,155 | | Gordon S. Gurnik | 3/5/2019 | 24,410 | | $33.32 | 3/5/2029 | | | | | | | 3/3/2020 | 32,822 | | $25.80 | 3/3/2030 | | | | | | | 3/22/2021 | 33,881 | | $38.22 | 3/22/2031 | | | | | | | 3/7/2022 | 22,018 | | $44.09 | 3/7/2032 | | | | | | | 3/7/2023 | 10,929 | 5,465 | $49.14 | 3/7/2033 | 5,512 | $246,662 | | | | | — | | | | | 8,523(6) | $381,404(6) | | | | | 3/5/2024 | 6,186 | 12,375 | $44.32 | 3/5/2034 | 12,598 | $563,761 | 9,448(5) | $422,798 | | | — | | | | | 21,308(7) | $953,533(7) | | | | | 3/4/2025 | | | | | 29,878 | $1,337,041 | 29,878(5) | $1,337,041 | | Charles R. Corbin | 3/7/2018 | 11,930 | | $46.62 | 3/7/2028 | | | | | | | 5/10/2018 | 6,365 | | $39.87 | 5/10/2028 | | | | | | | 3/5/2019 | 22,628 | | $33.32 | 3/5/2029 | | | | | | | 3/22/2021 | 31,408 | | $38.22 | 3/22/2031 | | | | | | | 3/7/2022 | 14,820 | | $44.09 | 3/7/2032 | | | | | | | 3/7/2023 | 7,061 | 3,532 | $49.14 | 3/7/2033 | 3,562 | $159,400 | | | | | — | | | | | 5,506(6) | $246,394(6) | | | | | 3/5/2024 | 4,986 | 9,974 | $44.32 | 3/5/2034 | 10,154 | $454,392 | 7,615(5) | $340,771 | | | — | | | | | 26,635(7) | $1,191,916(7) | | | | | 3/4/2025 | | | | | 26,676 | $1,193,751 | 26,676(5) | $1,193,751 | | Dusty Tonkin | 4/1/2024 | 4,789 | 9,581 | $46.75 | 4/1/2034 | 9,804 | $438,729 | 7,352(5) | $329,002 | | | 3/4/2025 | | | | | 28,536 | $1,276,986 | 19,024(5) | $851,324 |

  169. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | Hilton Grand Vacations | 66 | 2026 PROXY STATEMENT |

  170. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexpected Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable(1)(2) ($) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(2)(3) (#) | Market Value of Shares or Units of Stock That Have Not Vested(4) (#) | Equity Incentive Plan Awards Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(4) ($) | | Erin Day | 3/7/2018 | 1,608.00 | | $46.62 | 3/7/2028 | | | | | | | 3/5/2019 | 2,542.00 | | $33.32 | 3/5/2029 | | | | | | | 3/22/2021 | 4,699.00 | | $38.22 | 3/22/2031 | | | | | | | 3/7/2022 | 4,686.00 | | $44.09 | 3/7/2032 | | | | | | | 3/7/2023 | 4,098.00 | 1,367 | $49.14 | 3/7/2033 | 1,378 | $61,666 | | | | | — | | | | | 2,130(6) | $95,318(6) | | | | | 3/5/2024 | 5,236.00 | 3,491 | $44.32 | 3/5/2034 | 3,554 | $159,042 | 2,665(5) | $119,259 | | | — | | | | | 6,392(7) | $286,042(7) | | | | | 4/1/2024 | 1,751.00 | 1,168 | $46.75 | 4/1/2034 | 2,335 | $104,491 | 1,751 | $78,357 | | | 3/4/2025 | | | | | 13,170 | $589,358 | 8,780(5) | $392,905 | | | 5/6/2025 | | | | | 5,289 | $236,683 | | |

  171. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | (1) Stock options vest in three equal annual installments beginning on the first anniversary of the grant date. |

  172. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | (2) For additional information on vesting upon specified termination events or a change in control, see “Potential Payments Upon Termination or Change in Control.” |

  173. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | (3) The 2023, 2024 and 2025 Service RSUs vest in three equal annual installments beginning on the first anniversary of the grant date. |

  174. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | (4) Amounts reported are based on the closing price of HGV’s common stock on the NYSE on December 31, 2025 ($44.75). |

  175. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | (5) Performance RSUs granted in 2024 and 2025 vest according to the level of achievement of targets related to Economic Adjusted EBITDA and Contract Sales at the end of a three-year performance period commencing on January 1, 2024 and January 1, 2025, respectively, and ending on December 31, 2026 and December 31, 2027, respectively. In the table above, the number and market value of the 2024 and 2025 Performance RSUs reported reflect an assumed level of achievement of target performance goals based on the Company’s performance as of December 31, 2025. The actual number of Performance RSUs that will be earned is not yet determinable. |

  176. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | (6) Reflects the actual number of 2023 Performance RSUs earned and settled in shares of common stock following the Compensation Committee’s certification of performance achievement in February 2026. For additional information regarding the 2023 Performance RSUs, see the Compensation Discussion and Analysis. |

  177. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | (7) Reflects the actual number of Bluegreen Performance RSUs earned and settled in shares of common stock following the Compensation Committee’s certification of performance achievement in February 2026. For additional information regarding Bluegreen Performance RSUs, see the Compensation Discussion and Analysis. |

  178. 2025 OPTION EXERCISES AND STOCK VESTED

    2025 OPTION EXERCISES AND STOCK VESTED The following table provides information regarding awards that were exercised or that vested during 2025.

  179. 2025 OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Mark D. Wang | 73,286 | $2,104,407 | 48,775 | $1,997,516 | | Daniel J. Mathewes | — | — | 20,584 | $833,672 | | Gordon S. Gurnik | — | — | 19,181 | $784,508 | | Charles R. Corbin | 30,426 | $487,181 | 13,599 | $556,985 | | Dusty Tonkin | — | — | 4,901 | $179,916 | | Erin Day | 7,965 | $148,073 | 6,675 | $268,078 |

  180. 2025 OPTION EXERCISES AND STOCK VESTED

    | (1) The dollar amounts shown are determined by multiplying the number of shares that vested by the per share closing price of HGV’s common stock on the NYSE on the vesting date. |

  181. 2025 OPTION EXERCISES AND STOCK VESTED

    | Hilton Grand Vacations | 67 | 2026 PROXY STATEMENT |

  182. 2025 NONQUALIFIED DEFERRED COMPENSATION

    2025 NONQUALIFIED DEFERRED COMPENSATION During 2025, we offered to our executives, including all of the NEOs, the opportunity to participate in our Executive Deferred Compensation Plan (the “EDCP”). The table below provides information as of December 31, 2025 for those NEOs who participated in the EDCP.

  183. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY(2) ($) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE(3) | | Mark D. Wang | — | — | — | — | — | | EDCP | $179,204 | — | $65,585 | — | $749,674 | | Prior EDCP | — | — | $151,146 | — | $1,257,320 | | Daniel J. Mathewes | $59,673 | — | $33,481 | — | $304,596 | | Gordon S. Gurnik | — | — | — | — | — | | Charles R. Corbin | — | — | — | — | — | | Dusty Tonkin | $125,709 | — | $30,785 | — | $238,337 | | Erin Day | $33,647 | | $3,187 | | $36,834 |

  184. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | (1) The amount in this column is included in the “Salary” column for 2025 in the Summary Compensation Table. |

  185. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | (2) Amounts in this column are not reported as compensation for fiscal year 2025 in the Summary Compensation Table since they do not reflect above-market or preferential earnings. Deferrals may be allocated among investment options that generally mirror the investment options available under HGV’s 401(k) plan. Of the available investment options, the one-year rate of return during 2025 ranged from 0.62% to 32.23%. |

  186. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | (3) Pursuant to the terms of the prior EDCP, the Diamond Acquisition resulted in a required distribution of account balances under the prior EDCP in accordance with its terms. The balance remaining in Mr. Wang’s account reflects the amount contributed by Mr. Wang prior to effective date of Section 409A of the Internal Revenue Code (the “grandfathered amount”). Of the total in this column listed for Mr. Wang, $217,404 was previously reported for 2020-2021 in the Summary Compensation Table. |

  187. 2025 NONQUALIFIED DEFERRED COMPENSATION

    Deferral elections are made by eligible employees in the calendar year preceding the year compensation is earned. Participants’ may make elective deferral contributions with respect to base salary and/or bonuses. The EDCP also provides that for each plan year, if a participant makes a base salary deferral election and/or a bonus deferral election equal to or greater than five percent (5%), then the Company will credit to his or her account an amount equal to four percent (4%) of his or her respective base salary and/or bonus compensation from the Company in excess of the dollar limitation in effect for the plan year under Section 401(a)(17) of the Internal Revenue Code, subject to certain rules provided in the EDCP. Eligible employees are permitted to make individual investment elections that will determine the rate of return on their deferral amounts under the elective nonqualified deferred compensation plan. Participants may change their investment elections at any time. Deferrals are only deemed to be invested in the investment options selected. Participants have no ownership interest in any of the funds as investment elections are used only as an index for crediting gains or losses to participants’ accounts. The investment options consist of a variety of well-known mutual funds including certain non-publicly traded mutual funds available through variable insurance products. Investment gains or losses in the funds are credited to the participants’ accounts daily, net of investment option related expenses. The EDCP does not provide any above-market returns or preferential earnings to participants, and the deferrals and their earnings are always 100% vested. Upon a showing of financial hardship due to death, illness, accident or similar extraordinary or unforeseeable circumstances, an executive may be allowed to access funds in his or her deferred compensation account before he or she otherwise would have been eligible. Participants may elect at the time they make their deferral elections to receive their distribution either as a lump sum payment or in substantially equal annual installments over a period of 2 to 5 years.

  188. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | Hilton Grand Vacations | 68 | 2026 PROXY STATEMENT |

  189. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

  190. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mark D. Wang, our Chief Executive Officer. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Our median employee is a full-time hourly employee, with annual total compensation for the 12-month period ended December 31, 2025, in the amount of $49,861.23, calculated in accordance with the requirements of the Summary Compensation Table. With respect to the annual total compensation of Mr. Wang, we used the amount reported in the “Total” column of our 2025 Summary Compensation Table included in this Proxy Statement. Based on this information, for 2025, our CEO’s annual total compensation was 282 times that of the annual total compensation of our median employee. Because the SEC rules for identifying the median of the annual total compensation of our employees and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have different employee populations and compensation practices, and may utilize different methodologies, exclusions, estimates and assumptions in calculating their pay ratios. The methodology and the material assumptions, adjustments, and estimates that we used to identify the “median employee” are described below.

  191. PAY RATIO DISCLOSURE

    | • | We determined that, as of October 1, 2025, our employee population consisted of approximately 23,152 individuals on a consolidated basis. We selected October 1, 2025, which is within the last three months of 2025, as the date upon which we would identify the “median employee” to allow sufficient time to identify the median employee given the global scope of our operations. |

  192. PAY RATIO DISCLOSURE

    | • | Of our 23,152 employees, 20,270 are U.S. employees and 2,882 are non-U.S. employees. Under the de minimis exemption, we excluded the following number of employees from each of the following jurisdictions: 29 employees from Austria, 6 employees from Korea, 43 employees from France, 1 employee from Greece, 17 employees from Italy, 44 employees from Portugal, and 116 employees from Sint Maarten, 164 employees from Scotland, 190 employees from Canada, 211 employees from Spain, which represent in the aggregate less than 5% of our total employees who are non-U.S. employees. No more than 5% of our employees are located in any of the foregoing non-U.S. jurisdictions. |

  193. PAY RATIO DISCLOSURE

    | • | We identified a consistently applied compensation measure, which would provide a picture of the annual compensation of our employees. For our consistently applied compensation measure, we used total cash compensation—a combination of salary/overtime (paid on an hourly, weekly, biweekly or monthly basis) plus a variety of other cash-based incentive pay (including commissions, bonuses and other types of production-based pay typical for their respective positions) received by the employees in our identified population. |

  194. PAY RATIO DISCLOSURE

    | • | Given our multiple payroll systems and diverse global workforce, we measured compensation for our employees using the 12-month period ending September 30, 2025. In making this determination, we annualized the compensation of all permanent employees included in the population who were hired during the period, but who did not work for us for the entire 12 months. We did not make any cost-of living adjustments. |

  195. PAY RATIO DISCLOSURE

    | • | The HGV workforce is paid in seven currencies throughout the world. To identify our median employee, we applied an average local currency to U.S. dollar exchange rate using the average monthly currency exchange rate as of September 30, 2025, to the cash compensation paid in foreign currency. |

  196. PAY RATIO DISCLOSURE

    | • | To identify the median employee from our employee population, we ranked our employees, excluding the CEO, high to low based on our employees’ total cash compensation. |

  197. PAY RATIO DISCLOSURE

    | Hilton Grand Vacations | 72 | 2026 PROXY STATEMENT |

  198. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid”, or “CAP”, to our NEOs and certain financial performance metrics. For information concerning the Company’s philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis – 2025 Executive Compensation and Decisions.”

  199. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year (a) | Summary Compensation Table Total for PEO(1) (b) | Compensation Actually Paid for PEO(1)(3) (c) | Average Summary Compensation Table Total for Non- PEO Named Executive Officers(2) (d) | Average Compensation Actually Paid for Non- PEO Named Executive Officers(2)(3) (e) | Value of Initial Fixed $100 Investment Based on: | | Net Income (h) | Economic Adjusted EBITDA(5) (j) | | | | | | | Company TSR (f) | Peer Group(4) TSR (g) | | | | 2025 | $14,067,191 | $19,127,867 | $4,153,625 | $5,527,592 | $114.89 | $107.62 | $99M | $1,152M | | 2024 | $14,027,251 | $11,395,663 | $5,165,225 | $4,488,214 | $96.94 | $116.79 | $60M | $1,121M | | 2023 | $9,794,601 | $6,730,057 | $2,788,345 | $2,021,738 | $104.26 | $136.09 | $313M | $1,026M | | 2022 | $10,608,845 | $7,231,251 | $3,713,962 | $3,209,375 | $73.96 | $79.94 | $352M | $1,049M | | 2021 | $17,455,265 | $24,438,040 | $5,320,316 | $7,288,365 | $166.22 | $111.49 | $176M | $640M |

  200. PAY VERSUS PERFORMANCE DISCLOSURE

    | (1) The principal executive officer (the “PEO”) for each of 2025, 2024, 2023, 2022 and 2021 is Mr. Wang. |

  201. PAY VERSUS PERFORMANCE DISCLOSURE

    | (2) The non-PEO NEOs for each applicable year include the following individuals: |

  202. PAY VERSUS PERFORMANCE DISCLOSURE

    | 2025: | Messrs. Mathewes, Gurnik, Corbin and Tonkin and Ms. Day. | | 2022, 2023 and 2024: | Messrs. Mathewes, Gurnik, Corbin, and Brizi. | | 2021: | Messrs. Mathewes, Gurnik and Corbin, as well as Mr. Pablo Brizi, Mr. Dennis DeLorenzo and Mr. Stan R. Soroka, each of whom separated from the Company effective April 1, 2025, March 1, 2024 and December 31, 2022, respectively. |

  203. PAY VERSUS PERFORMANCE DISCLOSURE

    | (3) The dollar amounts reported in columns (c) and (e) represent the “compensation actually paid”, or “CAP”, to the PEO and the Non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO or the Non-PEO NEOs, respectively, during the applicable year. To calculate CAP for the PEO and average CAP for the Non-PEO NEOs, the following amounts were deducted from and added to Summary Compensation Table (or “SCT”) total compensation: |

  204. Non-PEO NEO Equity Component of CAP (a)

    | (a) There are no pension benefits for the PEO or the Non-PEO NEOs. |

  205. Apollo Designee Director Compensation

    Apollo Designee Director Compensation As discussed in the director compensation table under the heading “Corporate Governance and Board Matters— Director Compensation for 2025” in this Proxy Statement, the annual non-employee director cash, and equity compensation that Mr. Sambur and Ms. Cahill would have been entitled to receive for their services pursuant to, and as contemplated by, the Apollo Stockholders Agreement was paid to an affiliate of Apollo in accordance with Apollo’s internal policies and arrangements. Accordingly, while director compensation is generally not considered to be a related

  206. Apollo Designee Director Compensation

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  207. Apollo Designee Director Compensation

    party transaction as defined under Item 402 of Regulation S-K, given that the Apollo Investors owned more than 5% of our common stock and such payments were technically made to an affiliate of the Apollo Investors, such arrangement is disclosed herein. For 2025, we paid an aggregate of $580,000 to Apollo Management Holdings L.P., an affiliate of Apollo, representing director compensation for services by Mr. Sambur and Ms. Cahill on our Board, plus customary reimbursement of expenses consistent with our general expense reimbursement policy for our directors for attendance of Board and committee meetings. No other payments were made to Apollo or any affiliate in connection Mr. Sambur’s and Ms. Cahill’s services as directors on our Board.

  208. Economic Adjusted EBITDA

    Economic Adjusted EBITDA Economic Adjusted EBITDA is defined as Adjusted EBITDA Attributable to Stockholders as further adjusted for net recognitions and deferrals of revenues and related direct expenses from the sales of VOls under construction. Under Accounting Standards Codification Topic 606 (“ASC 606”), HGV defers revenues and related expenses pertaining to sales at projects that occur during periods when that project is under construction until the period when construction is completed. We refer to this below as “Net Construction Deferral Activity.” Adjusted EBITDA is calculated as EBITDA, as further adjusted to exclude certain items, including, but not limited to, gains, losses and expenses in connection with: (i) other gains and losses, including asset dispositions and foreign currency transactions; (ii) debt restructurings/retirements; (iii) non-cash impairment losses; (iv) share-based and other compensation expenses; and (v) other items, including but not limited to costs associated with acquisitions, restructuring, amortization of premiums and discounts resulting from purchase accounting, and other non-cash and one-time charges. Adjusted EBITDA Attributable to Stockholders is Adjusted EBITDA excluding amounts attributable to the noncontrolling interest in Bluegreen/Big Cedar Vacations LLC. EBITDA reflects net income before interest expense (excluding non-recourse debt), a provision for income taxes and depreciation and amortization. HGV believes that Economic Adjusted EBITDA (which we also sometimes refer to as Adjusted EBITDA, as affected by, or adjusted for, net deferral or “Net Construction Deferral Activity”) provides useful information to investors about us and our financial condition and results of operations for the following reasons: (i) Economic Adjusted EBITDA is among the measures used by our management team to evaluate our operating performance and make day-to-day operating decisions; and (ii) Economic Adjusted EBITDA is 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. Economic Adjusted EBITDA has limitations as an analytical tool and should not be considered either in isolation or as a substitute for net income, cash flow or other methods of analyzing our results as reported under U.S. GAAP. Some of these limitations are that Economic Adjusted EBITDA and related metrics discussed above:

  209. Economic Adjusted EBITDA

    | • | do not reflect changes in, or cash requirements for, our working capital needs; |

  210. Economic Adjusted EBITDA

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

  211. Economic Adjusted EBITDA

    | • | do not reflect our tax expense or the cash requirements to pay our taxes; |

  212. Economic Adjusted EBITDA

    | • | do not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments; |

  213. Economic Adjusted EBITDA

    | • | do not reflect the effect on earnings or changes resulting from matters that we consider not to be indicative of our future operations; |

  214. Economic Adjusted EBITDA

    | • | do not reflect any cash requirements for future replacements of assets that are being depreciated and amortized; and |

  215. Economic Adjusted EBITDA

    | Hilton Grand Vacations | A-1 | 2026 PROXY STATEMENT |

  216. Economic Adjusted EBITDA

    | • | may be calculated differently from other companies in our industry limiting their usefulness as comparative measures. |

  217. Economic Adjusted EBITDA

    Because of these limitations, Economic 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.