Hilton Grand Vacations (HGV) executive nets shares from PSU awards

Rhea-AI Filing Summary

Hilton Grand Vacations Inc. executive Daniel Jason Mathewes reported multiple equity award settlements and related tax withholding transactions in company common stock. On February 20, 2026, he acquired 8,523 and 21,308 shares of common stock through exercises or conversions of derivative securities tied to performance share units.

The company then withheld 3,597 and 8,811 shares at $48.54 per share to cover tax obligations associated with these awards. Following these transactions, Mathewes directly beneficially owned 191,113 shares of Hilton Grand Vacations common stock, which includes shares previously acquired under the employee stock purchase plan.

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^*

Mathewes Daniel Jason

(Last) (First) (Middle)

C/O HILTON GRAND VACATIONS INC.

6355 METROWEST BOULEVARD, SUITE 180

(Street)

ORLANDO FL 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/20/2026		M(1)		8,523	A	$0	182,213(2)	D
Common Stock	02/20/2026		F(3)		3,597	D	$48.54	178,616	D
Common Stock	02/20/2026		M(4)		21,308	A	$0	199,924	D
Common Stock	02/20/2026		F(5)		8,811	D	$48.54	191,113	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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. The amount of securities beneficially owned following the reported transaction includes 325 shares acquired on June 30, 2025 at $32.60 per share and 289 shares acquired on December 31, 2025 at $36.65 per share, each under the Issuer's employee stock purchase plan based on information furnished by the administrator of the plan, which transactions are exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3(c) promulgated thereunder.

3. 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.

4. 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.

5. 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 (4) above.

Remarks:

Title: President & Chief Financial 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.

FAQ

What did Daniel Jason Mathewes report in his latest HGV Form 4?

Daniel Jason Mathewes reported equity award settlements and related tax withholding in Hilton Grand Vacations common stock. He acquired shares from performance share units and had a portion withheld by the company to satisfy associated tax obligations, updating his direct beneficial ownership position.

How many Hilton Grand Vacations shares did Mathewes acquire on February 20, 2026?

On February 20, 2026, Mathewes acquired 8,523 and 21,308 Hilton Grand Vacations common shares via exercises or conversions of derivative securities. These transactions reflect settlement of performance share units granted under the company’s omnibus incentive plans, based on achieved performance metrics.

Why were some HGV shares disposed of in Mathewes’ Form 4 filing?

The reported share dispositions reflect tax withholding, not open-market sales. Hilton Grand Vacations withheld 3,597 and 8,811 common shares at $48.54 per share to cover exercise price or tax liabilities arising from the settlement of Mathewes’ performance share unit awards.

What is Mathewes’ Hilton Grand Vacations share ownership after these transactions?

After the reported transactions, Mathewes directly beneficially owned 191,113 Hilton Grand Vacations common shares. This figure includes shares acquired through equity awards and shares obtained earlier under the company’s employee stock purchase plan, as indicated in the Form 4 footnotes.

Which incentive plans governed the performance share units in this HGV Form 4?

The performance share units settled in this Form 4 were granted under Hilton Grand Vacations’ 2017 and 2023 Omnibus Incentive Plans. The awards covered performance periods ending December 31, 2025, with earned shares determined by the company’s compensation committee based on achievement of performance metrics.

Are the ESPP purchases mentioned in Mathewes’ HGV Form 4 reportable transactions?

The Form 4 notes 325 shares acquired on June 30, 2025 and 289 shares on December 31, 2025 under Hilton Grand Vacations’ employee stock purchase plan. These ESPP transactions are exempt from Section 16(b) but are included in Mathewes’ total beneficial ownership figure.