Hilton Grand Vacations (HGV) director reports equity awards and tax withholding

Rhea-AI Filing Summary

Hilton Grand Vacations Inc. director and officer Mark D. Wang reported equity award-related transactions in company common stock. On February 20, 2026, he acquired 40,387 and 39,953 shares through the exercise and settlement of performance share units earned under the company’s omnibus incentive plans.

To cover tax withholding on these settlements, the issuer withheld 12,803 and 15,722 shares at $48.54 per share, characterized as tax-withholding dispositions rather than open-market sales. Following these transactions, Wang directly beneficially owned 854,110 common shares, which include small amounts 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

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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)
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)		40,387	A	$0	842,682(2)	D
Common Stock	02/20/2026		F(3)		12,803	D	$48.54	829,879	D
Common Stock	02/20/2026		M(4)		39,953	A	$0	869,832	D
Common Stock	02/20/2026		F(5)		15,722	D	$48.54	854,110	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: Chief Executive 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.
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FAQ

What did Mark D. Wang report in his HGV Form 4 filing?

Mark D. Wang reported equity award activity in Hilton Grand Vacations common stock. He exercised performance share units into shares and had a portion of those shares withheld by the company to satisfy tax obligations related to these incentive awards.

How many Hilton Grand Vacations shares did Mark D. Wang acquire?

Mark D. Wang acquired 40,387 and 39,953 Hilton Grand Vacations common shares via settlement of performance share units. These awards were earned under the company’s omnibus incentive plans based on compensation committee determinations of performance metric achievement over specified performance periods.

Were any of Mark D. Wang’s HGV transactions open-market sales?

The Form 4 characterizes dispositions as tax-withholding, not open-market sales. A total of 12,803 and 15,722 shares were withheld by Hilton Grand Vacations to satisfy tax liabilities arising from the issuance of common shares upon performance share unit settlement.

What price was used for the HGV tax-withholding share dispositions?

The tax-withholding dispositions used a price of $48.54 per Hilton Grand Vacations share. This price applied to 12,803 and 15,722 shares withheld by the issuer to cover tax obligations associated with the equity award share issuances reported in the Form 4.

How many HGV shares does Mark D. Wang own after these transactions?

After the reported transactions, Mark D. Wang directly beneficially owned 854,110 Hilton Grand Vacations common shares. This amount includes shares previously acquired under the company’s employee stock purchase plan, as noted by the filing’s footnote describing those exempt acquisitions.

What incentive plans were involved in Mark D. Wang’s HGV share grants?

The reported grants relate to performance share units under Hilton Grand Vacations’ 2017 and 2023 Omnibus Incentive Plans. Units covered performance periods beginning January 1, 2023 and January 17, 2024, both ending December 31, 2025, with earned shares based on compensation committee performance determinations.