Hilton Grand Vacations CEO Cashless Exercise Realizes $47.34 Avg Sale

Rhea-AI Filing Summary

Hilton Grand Vacations Inc. insider activity: Mark D. Wang, identified as a director and the Chief Executive Officer, exercised 73,286 stock options on 08/27/2025 at an exercise price of $18.69 per share and concurrently sold 46,364 shares in a cashless exercise at a weighted average sale price of $47.34 per share (sales ranged $47.31–$47.49). After these transactions the reporting person beneficially owned 801,681 shares of HGV, down from 848,045 immediately before the exercise.

The filing notes the exercise occurred under stock options that vest in three equal annual installments beginning February 15, 2017, and that the sale covered the exercise price and withholding taxes with net shares retained.

Positive

• Net shares were retained after covering exercise costs and taxes, indicating continued insider ownership
• Sale price well above exercise price (weighted average $47.34 vs $18.69), realizing substantial intrinsic value

Negative

• Beneficial ownership decreased from 848,045 to 801,681 shares following the transactions
• 46,364 shares were sold in the cashless exercise, representing insider liquidity

Insights

Financial Analyst

TL;DR: CEO exercised options and sold a portion to cover costs; net ownership fell but meaningful vested ownership remains.

The filing shows a common insider liquidity event: exercise of vested options and a contemporaneous sale to satisfy exercise costs and tax withholding. The weighted average sale price of $47.34 exceeds the $18.69 exercise price by a wide margin, realizing intrinsic value for the reporting person while retaining net shares. The reduction from 848,045 to 801,681 shares is notable but not a full divestiture; it appears routine rather than signaling a major change in insider conviction.

Corporate Governance Expert

TL;DR: Transaction is a typical cashless exercise by a CEO; disclosure is complete and includes required footnotes.

The Form 4 includes appropriate explanatory notes: the sale was cashless to cover exercise price and taxes, sale price range is provided, and exercisability history of the options is stated. Reporting was completed by attorney-in-fact and signed. From a governance and disclosure perspective, this is a routine, compliant insider filing without indications of irregularity or material corporate action.

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
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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^*

Wang Mark D

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2025

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	08/27/2025		M		73,286	A	$18.69	848,045	D
Common Stock	08/27/2025		S(1)		46,364	D	$47.34(2)	801,681	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
Stock Option (Right to Buy)	$18.69	08/27/2025		M			73,286	(3)	02/18/2026	Common Stock	73,286	$0	0	D

Explanation of Responses:

1. The shares were sold in a "cashless" exercise to cover the aggregate exercise price and withholding taxes with the net shares being retained by the reporting person.

2. The price reported in column 4 is a weighted average price. These shares were sold at prices ranging from $47.31 - $47.49, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. Stock options became exercisable in three equal annual installments beginning on February 15, 2017.

Remarks:

Title: Chief Executive Officer

	/s/ Charles R. Corbin, as Attorney-in-Fact	08/29/2025
	** 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.
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FAQ

What transactions did HGV insider Mark D. Wang report on Form 4?

He exercised 73,286 stock options on 08/27/2025 and sold 46,364 shares in a cashless exercise to cover the exercise price and taxes.

At what price were the HGV shares sold in the reported transaction?

The weighted average sale price reported was $47.34 per share, with individual sale prices ranging from $47.31 to $47.49.

How did Mark D. Wang's beneficial ownership change after the transactions?

Beneficial ownership decreased to 801,681 shares from 848,045 shares following the reported transactions.

What was the exercise price and vesting background for the options exercised?

The exercised options had an $18.69 exercise price and became exercisable in three equal annual installments beginning February 15, 2017.

Was the Form 4 filing complete and properly signed?

Yes. The filing includes explanatory footnotes, remarks listing the title as Chief Executive Officer, and is signed by an attorney-in-fact on 08/29/2025.