What plans governed the HGV performance share units that vested?

The vested performance share units came from Hilton Grand Vacations’ 2017 and 2023 Omnibus Incentive Plans. They related to performance periods running from January 1, 2023 to December 31, 2025 and January 17, 2024 to December 31, 2025, respectively, subject to performance metrics.

Hilton Grand Vacations (HGV) executive reports vesting and tax-share disposals

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Hilton Grand Vacations Inc. executive Carlos Hernandez reported equity award activity in the company’s common stock. On February 20, 2026, he acquired 1,445 and 3,196 shares through exercises of performance share units at $0.00 per share, and disposed of 646 and 1,304 shares at $48.54 per share to cover tax withholding obligations. All holdings are reported as direct ownership after these transactions.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Hernandez Carlos

Role See Remarks

Type	Security	Shares	Price	Value
Exercise	Common Stock	1,445	$0.00	--
Tax Withholding	Common Stock	646	$48.54	$31K
Exercise	Common Stock	3,196	$0.00	--
Tax Withholding	Common Stock	1,304	$48.54	$63K

Holdings After Transaction: Common Stock — 12,775 shares (Direct)

Footnotes (1)

Represents shares of common stock earned in connection with the settlement of performance share units previously granted pursuant to the Hilton Grand Vacations Inc. 2017 Omnibus Incentive Plan for the performance period commencing on January 1, 2023 and ending on December 31, 2025. Such shares were earned based on the determination of the Issuer's Compensation Committee as to the satisfaction of the applicable performance metrics. Represents the number of shares of common stock withheld by the Issuer to satisfy tax withholding requirements in connection with the issuance of share of common stock in settlement of performance share units described in footnote (1) above. Represents shares of common stock earned in connection with the settlement of performance share units previously granted pursuant to the Hilton Grand Vacations Inc. 2023 Omnibus Incentive Plan for the performance period commencing on January 17, 2024 and ending on December 31, 2025. Such shares were earned based on the determination of the Issuer's Compensation Committee as to the satisfaction of the applicable performance metrics. Represents the number of shares of common stock withheld by the Issuer to satisfy tax withholding requirements in connection with the issuance of share of common stock in settlement of performance share units described in footnote (3) above.

Form 4 Insider Transactions: What Each Field Means →

02/24/2026 - 04:02 PM

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hernandez Carlos

(Last)

(First)

(Middle)

C/O HILTON GRAND VACATIONS INC.

6355 METROWEST BOULEVARD, SUITE 180

(Street)

ORLANDO

32835

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Hilton Grand Vacations Inc. [ HGV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/20/2026		M⁽¹⁾		1,445	A	$0	12,775	D
Common Stock	02/20/2026		F⁽²⁾		646	D	$48.54	12,129	D
Common Stock	02/20/2026		M⁽³⁾		3,196	A	$0	15,325	D
Common Stock	02/20/2026		F⁽⁴⁾		1,304	D	$48.54	14,021	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares of common stock earned in connection with the settlement of performance share units previously granted pursuant to the Hilton Grand Vacations Inc. 2017 Omnibus Incentive Plan for the performance period commencing on January 1, 2023 and ending on December 31, 2025. Such shares were earned based on the determination of the Issuer's Compensation Committee as to the satisfaction of the applicable performance metrics.

2. Represents the number of shares of common stock withheld by the Issuer to satisfy tax withholding requirements in connection with the issuance of share of common stock in settlement of performance share units described in footnote (1) above.

3. Represents shares of common stock earned in connection with the settlement of performance share units previously granted pursuant to the Hilton Grand Vacations Inc. 2023 Omnibus Incentive Plan for the performance period commencing on January 17, 2024 and ending on December 31, 2025. Such shares were earned based on the determination of the Issuer's Compensation Committee as to the satisfaction of the applicable performance metrics.

4. Represents the number of shares of common stock withheld by the Issuer to satisfy tax withholding requirements in connection with the issuance of share of common stock in settlement of performance share units described in footnote (3) above.

Remarks:

Title: Senior Vice President & Chief Accounting Officer

	/s/ Charles R. Corbin, as Attorney-in-Fact	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did HGV executive Carlos Hernandez report?

Carlos Hernandez reported equity award-related transactions in Hilton Grand Vacations common stock. He received shares from performance share unit settlements and surrendered a portion of them back to the company to satisfy tax withholding obligations tied to those awards.

How many Hilton Grand Vacations (HGV) shares did Hernandez acquire?

Hernandez acquired 1,445 and 3,196 shares of Hilton Grand Vacations common stock. These were earned upon settlement of performance share units granted under the company’s 2017 and 2023 Omnibus Incentive Plans, based on Compensation Committee performance determinations.

Were any of Hernandez’s HGV transactions open-market sales?

The filing shows no open-market sales by Hernandez. Instead, 646 and 1,304 shares were disposed of as tax-withholding transactions at $48.54 per share, where shares were withheld by Hilton Grand Vacations to cover related tax obligations.

Does Carlos Hernandez hold HGV shares directly or indirectly?

All reported Hilton Grand Vacations holdings for Carlos Hernandez are listed as direct ownership. The Form 4 does not attribute these shares to any trust, partnership, or other entity, and there are no footnotes disclaiming beneficial ownership or voting authority.