Hilton Grand Vacations (HGV) officer reports tax-withholding share disposals

Rhea-AI Filing Summary

Hilton Grand Vacations Inc. officer Carlos Hernandez had common stock withheld to cover taxes on vesting stock awards. On March 6, 368 shares of common stock were disposed of at $43.54 per share through a tax-withholding disposition, leaving 12,135 shares held directly.

On March 5, an additional 462 shares were disposed of at $45.27 per share, leaving 12,503 shares directly owned after that transaction. Footnotes state these shares were withheld by the company to satisfy tax withholding requirements tied to the vesting of 1,173 and 935 restricted stock units, rather than sold in open-market trades.

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^*

Hernandez Carlos

(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)
03/05/2026

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	03/05/2026		F(1)		462	D	$45.27	12,503	D
Common Stock	03/06/2026		F(2)		368	D	$43.54	12,135	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 the number of shares of common stock withheld by the Issuer to satisfy tax withholding requirements in connection with the vesting of an aggregate of 1,173 restricted stock units.

2. Represents the number of shares of common stock withheld by the Issuer to satisfy tax withholding requirements in connection with the vesting of an aggregate of 935 restricted stock units.

Remarks:

Title: Senior Vice President & Chief Accounting Officer

	/s/ Charles R. Corbin, as Attorney-in-Fact	03/09/2026
	** 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 HGV officer Carlos Hernandez report in this Form 4?

Carlos Hernandez reported two tax-related share dispositions. Shares of Hilton Grand Vacations common stock were withheld by the company to cover tax obligations arising from the vesting of restricted stock units, rather than being sold in open-market transactions.

How many HGV shares were disposed of for tax withholding?

A total of 368 shares were disposed of on March 6 and 462 shares on March 5. Both transactions were tax-withholding dispositions linked to vesting restricted stock units, not discretionary market sales of Hilton Grand Vacations stock.

At what prices were the HGV tax-withholding shares valued?

The March 6 disposition used a price of $43.54 per share, while the March 5 disposition used $45.27 per share. These values reflect the share prices used to calculate the number of Hilton Grand Vacations shares withheld for taxes.

How many HGV shares does Carlos Hernandez hold after these transactions?

After the March 6 transaction, Carlos Hernandez directly holds 12,135 shares of Hilton Grand Vacations common stock. This figure reflects his remaining direct ownership following the company’s withholding of shares for tax obligations on vested restricted stock units.

Were the HGV transactions open-market sales by Carlos Hernandez?

No, they were not open-market sales. The Form 4 identifies both transactions as tax-withholding dispositions, where Hilton Grand Vacations withheld shares to satisfy tax liabilities from vesting restricted stock units, rather than Hernandez choosing to sell shares in the market.

What restricted stock unit vestings triggered the HGV share withholdings?

Footnotes state that 1,173 restricted stock units and 935 restricted stock units vested, triggering tax obligations. Hilton Grand Vacations withheld corresponding common shares from Carlos Hernandez’s awards to satisfy those tax withholding requirements, resulting in the reported dispositions.