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Hilton Grand Vacations promotes Michael Riley

The separation agreement makes Tonkin's prorated 2027 incentive bonus dependent on actual performance and conditions benefits on a release and restrictive covenants.

(Moderate)

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Form Type
8-K

Rhea-AI Filing Summary

Hilton Grand Vacations Inc. (HGV) promoted Michael Riley to Executive Vice President and Chief Sales & Marketing Officer, effective October 29, 2026. He succeeds Dustin Tonkin, who will separate effective April 1, 2027, after a transition period and remain employed through that date.

Under their separation agreement, Tonkin is entitled to cash equal to two times the sum of his 2026 annual base salary and 2026 target short-term incentive cash bonus, plus a 2027 short-term incentive cash bonus prorated through separation based on actual performance. Benefits also include up to 18 months of COBRA premiums and 12 months of basic life insurance costs; his vested-option exercise period extends to 24 months after separation. Until then, he continues at his current base salary, remains eligible for the 2026 annual short-term incentive plan, and his existing equity awards continue vesting under their agreements, subject to any earlier termination. Benefits depend on compliance with non-competition and employee non-solicitation covenants for two years after separation and execution, delivery, and non-revocation of a general release and waiver.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Riley appointment effective date October 29, 2026 Effective date of his appointment as Executive Vice President and Chief Sales & Marketing Officer
Tonkin separation date April 1, 2027 Effective date of separation
Cash separation benefit multiple Two times the sum of 2026 annual base salary and 2026 target short-term incentive cash bonus Separation agreement benefit
COBRA premium coverage Up to 18 months Following the separation date
Basic life insurance coverage costs 12 months Following the separation date
Vested stock option exercise period 24 months From the separation date
Restrictive covenant period Two years Following the separation date
COBRA regulatory
"coverage under COBRA for up to eighteen (18) months"
COBRA is a U.S. federal law that lets employees and their dependents temporarily keep employer-sponsored health insurance after job loss, reduction in hours, or other qualifying events by paying the premiums themselves. Investors should care because offering COBRA can affect a company’s cash flow, administrative costs and legal disclosures when workforce changes occur—similar to a former club member paying to keep their membership active after leaving the club.
short-term incentive cash bonus financial
"2026 target short-term incentive cash bonus"
restrictive covenants regulatory
"customary restrictive covenants"
Restrictive covenants are contract terms that limit what a company, its executives, or shareholders can do—like rules that prohibit selling stock, starting a rival business, or taking on certain debts. Think of them as house rules that protect one party’s interests by keeping risky or competitive actions off the table. For investors they matter because these limits affect a company’s flexibility, governance, potential future value and the ease of exiting an investment.
general release and waiver of claims regulatory
"execution, delivery and non-revocation of a general release and waiver of claims"
vested stock options financial
"exercise of his vested stock options"
Vested stock options are the portions of an employee’s stock option grant that they have earned the right to buy at a predetermined price after meeting time or performance conditions. For investors, vested options matter because they can convert into actual shares that dilute existing ownership or signal insiders’ confidence when exercised or sold, much like a voucher that becomes redeemable and can change how many tickets are in circulation.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Who is replacing Dustin Tonkin as HGV's chief sales and marketing officer?

Michael Riley was promoted to Executive Vice President and Chief Sales & Marketing Officer effective October 29, 2026. He succeeds Tonkin in the role.

What conditions apply to Dustin Tonkin's HGV separation benefits?

Tonkin's separation benefits are subject to compliance with the agreement's restrictive covenants and his execution, delivery, and non-revocation of a general release and waiver of claims against the company. The covenants include non-competition and non-solicitation of employees and apply for two years following separation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

 
FORM 8-K
 

 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of Report (Date of Earliest Event Reported): October 29, 2026
 

 
Hilton Grand Vacations Inc.
(Exact Name of Registrant as Specified in its Charter)
 

 
   
Delaware
001-37794
81-2545345
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
 
 
 
6355 MetroWest Boulevard, Suite 180
Orlando, Florida 32835
 
 
(Address of principal executive offices, including zip code)
 
 
(407) 722-3100
(Registrant’s Telephone Number, Including Area Code)
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 

   
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
   
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value per share
HGV
New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 

1

 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On October 29, 2026, Hilton Grand Vacations Inc. (the “Company”) announced that Mr. Dustin Tonkin, the Company’s Executive Vice President and Chief Sales & Marketing Officer, would be separating from the Company, effective as of April 1, 2027 (the “Separation Date”). In connection with the separation, the parties entered into a separation agreement, a copy of which is filed herewith as Exhibit 10.1. The separation agreement replaces and supersedes the severance agreement between the Company and Mr. Tonkin in its entirety.
 
Pursuant to the terms of the separation agreement, Mr. Tonkin will be entitled to receive the following separation benefits: (a) a cash amount equal to two times the sum of his 2026 annual base salary and 2026 target short-term incentive cash bonus; (b) 2027 short-term incentive cash bonus prorated through the Separation Date based on actual performance; (c) monthly premiums for coverage under COBRA for up to eighteen (18) months following the Separation Date; and (d) monthly costs of continued basic life insurance coverage for twelve (12) months following the Separation Date. The foregoing separation benefits are substantially the same as the severance benefits to which Mr. Tonkin would have been entitled on the basis of a qualifying termination pursuant to the severance agreement previously entered into between the Company and Mr. Tonkin and that were described in the Company’s proxy statement for the 2026 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on March 17, 2026.
 
To facilitate an orderly transition for his successor, the Company and Mr. Tonkin have agreed, as part of the separation agreement, for Mr. Tonkin to remain employed until the Separation Date. Until the Separation Date, he will continue to receive his current base salary and remain eligible to participate in the 2026 annual short-term incentive plan, and his existing equity awards will continue to vest in accordance with the applicable equity award agreements, subject to any earlier termination. The Company has agreed to extend the period that he has to exercise his vested stock options to purchase the Company’s common stock to twenty-four (24) months from the Separation Date.
 
Similar to the original severance agreement, the separation agreement includes customary restrictive covenants, including non-competition and non-solicitation of employees, that will apply for two (2) years following the Separation Date. Mr. Tonkin’s receipt of the separation benefits described above are subject to compliance with these restrictive covenants and his execution, delivery and non-revocation of a general release and waiver of claims against the Company.
 
This summary is qualified in its entirety by reference to the full text of the separation agreement, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. In addition, a copy of the press release related to the separation announcement referenced above is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
 
2

 
Item 8.01
Other Events.
 
On October 29, 2026, in the same press release announcing the separation described above under Item 5.02 of this Current Report on Form 8-K, the Company announced the promotion and appointment of Mr. Michael Riley as its Executive Vice President and Chief Sales & Marketing Officer. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits
 
   
Exhibit No.
 
Description
 
 
 
10.1
 
Separation Agreement, dated as of October 29, 2026.
99.1
 
Press Release of Hilton Grand Vacations Inc.
104
 
Cover page Interactive Data File (embedded with the Inline XBRL document).
 
3

 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
       
  HILTON GRAND VACATIONS INC.
     
 
By:
/s/ Charles R. Corbin
   
Charles R. Corbin
   
Senior Executive Vice President, General Counsel & Corporate Operations
     
Date: October 29, 2026
   
 
 

0001674168 false 0001674168 2026-10-29 2026-10-29

Exhibit 99.1
 
Investor Contact:
Media Contact:
Mark Melnyk
Lauren George
407-613-3327
407-613-8431
mark.melnyk@hgv.com
lauren.george@hgv.com
 
FOR IMMEDIATE RELEASE
 
Hilton Grand Vacations Appoints
Mike Riley as EVP, Chief Sales & Marketing Officer
 
ORLANDO, Fla. (Oct. 29, 2026) — Hilton Grand Vacations Inc. (NYSE:HGV) (“HGV” or “the Company”), the premier vacation ownership and experiences company, today announced the promotion of Mike Riley to EVP, chief sales & marketing officer effective as of Oct. 29, 2026. Riley succeeds Dusty Tonkin, who will be leaving the Company effective April 1, 2027, after a transition period.
 
Riley is a proven leader with more than 25 years of industry experience, including 15 years with HGV. Since joining the company in 2012, he has held a series of progressive leadership roles across the organization, building a strong history of driving growth and sales performance. Most recently, as senior vice president of sales, Riley oversaw several of HGV’s largest and highest-performing markets and played a key role in advancing the Company’s new buyer growth strategy.
 
“Mike has a strong track record of results, building high-performing teams and delivering consistent execution,” said Mark Wang, CEO of Hilton Grand Vacations. “With a deep understanding of our business, culture and long-term strategy, Mike is exceptionally well positioned to lead our sales teams into the next chapter.”
 
Wang continued, “I would also like to thank Dusty for his contributions to HGV. We appreciate his service to the Company and wish him the best.”
 
About Hilton Grand Vacations Inc.
Hilton Grand Vacations Inc. (NYSE:HGV) is recognized as a leading global timeshare company and is the exclusive vacation ownership partner of Hilton. With headquarters in Orlando, Florida, Hilton Grand Vacations develops, markets, and operates a system of brand-name, high-quality vacation ownership resorts in select vacation destinations. Hilton Grand Vacations has a reputation for delivering a consistently exceptional standard of service, and unforgettable vacation experiences for guests and approximately 715,000 Club Members. Membership with the Company provides best-in-class programs, exclusive services and maximum flexibility for our Members around the world.
 
For more information, visit www.corporate.hgv.com. Follow us on Instagram, Facebook, LinkedIn, X (formerly Twitter), Pinterest and YouTube.
 
 

Filing Exhibits & Attachments

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