[8-K] Hilton Grand Vacations Inc. Reports Material Event

Rhea-AI Filing Summary

Hilton Grand Vacations entered an underwriting agreement with Wells Fargo Securities for a secondary offering by certain entities managed by affiliates of Apollo Global Management. The Selling Stockholders are offering 7,000,000 shares of common stock, plus an underwriters' option for up to an additional 1,050,000 shares which the Underwriters exercised in full. The Offering and a related Share Repurchase are expected to close on August 14, 2025. All offered shares are being sold by the Selling Stockholders and the Company will not receive proceeds from the sales.

The Company intends to purchase 933,488 shares from the Underwriters under board-approved repurchase plans; the Underwriters will not receive underwriting fees for the shares repurchased by the Company. The Offering is being made under a Form S-3 registration statement (File No. 333-289538) and related prospectus and prospectus supplements. The Underwriting Agreement is attached as Exhibit 1.1.

Positive

• Company repurchase: Hilton Grand Vacations intends to repurchase 933,488 shares from the Underwriters under board-approved plans.
• No underwriting fee on repurchase: The Underwriters will not receive underwriting fees for the shares repurchased by the Company.
• Underwriters fully exercised option: The Underwriters exercised the full option to purchase an additional 1,050,000 shares, indicating demand for the offering.

Negative

• Large secondary sale: Selling Stockholders are offering 7,000,000 shares plus an exercised 1,050,000-share option (total 8,050,000 shares) which is material in size.
• No proceeds to the Company: All shares in the Offering are being sold by the Selling Stockholders and the Company will not receive any proceeds from those sales.
• Repurchase is smaller than sale: The Companys planned repurchase of 933,488 shares is substantially smaller than the aggregate shares being sold by the Selling Stockholders.

Insights

Financial Analyst

TL;DR: A large secondary sale by Apollo-managed entities was structured with a modest company buyback; company receives no offering proceeds.

This 8-K discloses a secondary offering of 7,000,000 shares plus an exercised underwriters' option of 1,050,000 shares, with the Company planning to repurchase 933,488 shares from the underwriters under board-approved plans. The selling block is being offered by entities managed by Apollo affiliates and the Company will not receive proceeds from the sales. The transaction is being conducted under a Form S-3 registration statement (File No. 333-289538) and the Underwriting Agreement is filed as Exhibit 1.1. Impact assessment: impactful due to the size of the block and the explicit repurchase offset.

Corporate Governance Specialist

TL;DR: Large shareholder liquidity event with a limited offsetting repurchase could affect shareholder composition and supply; company governance steps are documented.

The filing documents that selling stockholders managed by Apollo affiliates are conducting the Offering and that the Company will repurchase 933,488 shares under existing board-approved plans. The Underwriting Agreement includes customary terms and is incorporated as Exhibit 1.1. The Company explicitly will not receive offering proceeds, and the underwriters exercised their full option for 1,050,000 additional shares. Impact assessment: impactful because the scope and mechanics of the transaction are material to share ownership and market float.

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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): August 14, 2025 (August 12, 2025)

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 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.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.  ☐

Item 1.01.

Entry into a Material Definitive Agreement.

On August 12, 2025, Hilton Grand Vacations Inc. (the “Company”), and certain entities managed by affiliates of Apollo Global Management, Inc. (the “Selling Stockholders”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC (the “Representative”), as representative of the several underwriters (the “Underwriters”), in connection with the offer and sale by the Selling Stockholders (the “Offering”) of 7,000,000 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), and, at the option of the Underwriters, up to an additional 1,050,000 shares of Common Stock. On August 13, 2024, the Underwriters exercised their option to purchase an additional 1,050,000 shares of Common Stock in full.  The Offering and the Share Repurchase (as defined below) are expected to close on August 14, 2025.

The Company intends to purchase 933,488 shares of Common Stock from the Underwriters as part of the Offering (the “Share Repurchase”). The Share Repurchase will be made under the share repurchase plans approved by the Company’s board of directors. The Underwriters will not receive any underwriting fees for the shares repurchased by the Company.

All the shares of Common Stock to be sold in the Offering are being sold by the Selling Stockholders. The Company will not receive any of the proceeds from the sale of shares of Common Stock by the Selling Stockholders in the Offering.

The Offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-289538) filed with the Securities and Exchange Commission on August 12, 2025 (the “Registration Statement”), a prospectus, dated August 12, 2025, included as part of the Registration Statement and a preliminary prospectus supplement, dated August 12, 2025 and filed with the Securities and Exchange Commission on August 13, 2025 and final prospectus supplement, filed with the Securities and Exchange Commission on August 14, 2025. The Underwriting Agreement contains certain customary representations, warranties and agreements by the Company and the Selling Stockholders, conditions to closing, indemnification rights and obligations of the parties and termination rights. The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated August 12, 2025, by and among Hilton Grand Vacations Inc., certain stockholders named therein and Wells Fargo Securities, LLC as Representative of the Underwriters named therein.
104		Cover page Interactive Data File (embedded with the Inline XBRL document).

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:

August 14, 2025

FAQ

What is the size of the offering by Hilton Grand Vacations (HGV)?

The Selling Stockholders are offering 7,000,000 shares of common stock plus an underwriters' option for up to an additional 1,050,000 shares, which was exercised in full.

Who is selling the shares in the offering?

The shares are being sold by certain entities managed by affiliates of Apollo Global Management, Inc. (the "Selling Stockholders").

Will Hilton Grand Vacations receive proceeds from the offering?

No. The Company will not receive any of the proceeds from the sale of shares by the Selling Stockholders in the Offering.

Is the company repurchasing any shares as part of this transaction?

Yes. The Company intends to purchase 933,488 shares from the Underwriters as part of the Offering under board-approved repurchase plans.

When is the Offering expected to close?

The Offering and the Share Repurchase are expected to close on August 14, 2025.

Under what registration is the offering being made?

The Offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-289538) and related prospectus and prospectus supplements filed with the SEC.