Will Hilton Grand Vacations (HGV) receive any proceeds from the share sale?

Hilton Grand Vacations will not receive proceeds from the selling stockholders’ sale of common shares. The company’s role includes repurchasing 750,000 shares from the underwriters, and it will not pay underwriting fees on those repurchased shares under the disclosed arrangement.

What is the size of the Hilton Grand Vacations (HGV) share repurchase in this deal?

Hilton Grand Vacations agreed to repurchase 750,000 shares of its common stock from the underwriters. This buyback will occur as part of the broader secondary offering and will be executed under a share repurchase plan previously approved by the company’s board of directors.

Hilton Grand Vacations (NYSE: HGV) holders sell 5M shares, company to buy back 750k

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Hilton Grand Vacations Inc. entered into an Underwriting Agreement with Wells Fargo Securities and other underwriters for a secondary offering by certain Apollo-managed selling stockholders of 5,000,000 shares of common stock, plus an option for up to an additional 750,000 shares.

All shares in the offering are being sold by the selling stockholders, and the company will not receive any of the sale proceeds. As part of the transaction, the company has agreed to repurchase 750,000 shares from the underwriters under a board-approved share repurchase plan, with no underwriting fees paid on those repurchased shares.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Secondary shares offered: 5,000,000 shares Underwriters' option: 750,000 shares Company share repurchase: 750,000 shares +1 more

4 metrics

Secondary shares offered 5,000,000 shares Common stock offered by selling stockholders

Underwriters' option 750,000 shares Additional common stock at underwriters' option

Company share repurchase 750,000 shares Shares to be repurchased from underwriters

Form S-3 file number 333-289538 Shelf registration statement used for offering

Key Terms

Underwriting Agreement, shelf registration statement on Form S-3, prospectus supplement, share repurchase plan, +1 more

5 terms

Underwriting Agreement financial

"entered into an Underwriting Agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

shelf registration statement on Form S-3 regulatory

"The Offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-289538)"

A shelf registration statement on Form S-3 is a pre-approved filing with the Securities and Exchange Commission that lets an eligible public company register securities in advance and sell them later in one or more offerings without repeating the full registration process. Think of it like a pre-approved funding line: it gives management the flexibility to raise capital quickly when market conditions are right, a move that can affect share supply, dilution and investor returns, so investors monitor it as a signal of potential financing activity.

prospectus supplement regulatory

"a preliminary prospectus supplement, dated June 2, 2026 and ... final prospectus supplement, dated June 2, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

selling stockholders financial

"All the shares of Common Stock to be sold in the Offering are being sold by the Selling Stockholders."

Selling stockholders are existing owners of a company's shares who are offering some or all of their holdings for sale, often as part of a public offering or secondary transaction. For investors this matters because such sales increase the number of shares available to buy, can signal how confident current owners are about future prospects, and may put short-term pressure on the stock price similar to more tickets being released for a popular event.

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Understanding 8-K Material Events →

06/04/2026 - 08:01 AM

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): June 4, 2026 (June 2, 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. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

On June 2, 2026, 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 5,000,000 shares of the Company’s common stock, $0.01 par value per share (“Common Stock”), and, at the option of the Underwriters, up to an additional 750,000 shares of Common Stock. The Offering and the Share Repurchase (as defined below) are expected to close on June 4, 2026.

The Company has agreed to purchase 750,000 shares of Common Stock from the Underwriters as part of the Offering (the “Share Repurchase”). The Share Repurchase will be made under a share repurchase plan 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 June 2, 2026 and filed with the Securities and Exchange Commission on June 2, 2026 and final prospectus supplement, dated June 2, 2026 and filed with the Securities and Exchange Commission on June 4, 2026. 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 June 2, 2026, 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: June 4, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What stock transaction did Hilton Grand Vacations (HGV) announce in this 8-K?

Hilton Grand Vacations disclosed an underwriting agreement for a secondary offering of 5,000,000 common shares by Apollo-managed selling stockholders, with an underwriter option for up to 750,000 additional shares, under an existing shelf registration statement on Form S-3.

Is Hilton Grand Vacations issuing new shares in this HGV secondary offering?

No, all shares in the offering are being sold by selling stockholders managed by Apollo affiliates. The company is not issuing new shares in this transaction; it is only repurchasing 750,000 shares from the underwriters as part of a board-approved share repurchase plan.

Under what registration statement is the HGV secondary offering being conducted?

The secondary offering is being made under a shelf registration statement on Form S-3, File No. 333-289538. It uses a base prospectus dated August 12, 2025, along with a preliminary and final prospectus supplement both dated June 2, 2026.

What does the underwriting agreement for Hilton Grand Vacations (HGV) include?

The underwriting agreement includes customary representations, warranties and agreements by Hilton Grand Vacations and the selling stockholders, conditions to closing, indemnification provisions among the parties, and termination rights. It is filed as Exhibit 1.1 and incorporated by reference in the disclosure.

Filing Exhibits & Attachments

4 documents