Apollo entities adjust Hilton Grand Vacations (NYSE: HGV) stake

Rhea-AI Filing Summary

Hilton Grand Vacations Inc. reported an insider Form 4 filing by several Apollo-affiliated investment entities that are ten percent owners. They recorded an internal restructuring transaction involving 5,000,000 shares of common stock, reported at $50.0000 per share and held indirectly. Following this "other" type transaction, the reporting entities showed ownership of 13,245,825 shares of Hilton Grand Vacations common stock, updating their disclosed stake without recording an open-market purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Apollo Principal Holdings A GP, Ltd., AP Dakota Co-Invest, L.P., AP VIII Dakota Holdings Borrower, L.P., AP Dakota Co-Invest GP, LLC, Apollo Advisors VIII, L.P., AP VIII DAKOTA HOLDINGS BORROWER GP, LLC, AP VIII Dakota Holdings, L.P., Apollo Capital Management VIII, LLC, APH Holdings, L.P.

Role null | null | null | null | null | null | null | null | null

Type	Security	Shares	Price	Value
Other	Common Stock	5,000,000	$50.00	$250.00M

Holdings After Transaction: Common Stock — 13,245,825 shares (Indirect, See Footnote)

Footnotes (1)

1. See Exhibit 99.1. See Exhibit 99.1.

Key Figures

Restructured shares: 5,000,000 shares Reported transaction price: $50.0000 per share Shares owned after transaction: 13,245,825 shares +1 more

4 metrics

Restructured shares 5,000,000 shares Common Stock, transaction code J (Other acquisition or disposition)

Reported transaction price $50.0000 per share Price per share for 5,000,000-share restructuring entry

Shares owned after transaction 13,245,825 shares Indirect Hilton Grand Vacations common stock following restructuring

Restructuring share count 5,000,000 shares Classified in summary as restructuringShares for code J

Key Terms

ten percent owner, Other acquisition or disposition, indirect ownership, restructuringShares, +1 more

5 terms

ten percent owner financial

"each reporting person is marked as is_ten_percent_owner"

Other acquisition or disposition financial

"transaction_code_description is listed as "Other acquisition or disposition""

indirect ownership financial

"direct_or_indirect is "I" and ownership_type is "indirect""

restructuringShares financial

"transactionSummary shows restructuringShares of 5000000"

Common Stock financial

"security_title for the transaction is "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

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Form 4 Insider Transactions: What Each Field Means →

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^*

Apollo Principal Holdings A GP, Ltd.

(Last) (First) (Middle)

C/O WALKERS CORPORATE LIMITED

190 ELGIN AVENUE

(Street)

GEORGE TOWN KY1-9008

(City) (State) (Zip)

CAYMAN ISLANDS

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026

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

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

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

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	06/04/2026		J(1)		5,000,000	D	$50	13,245,825	I	See Footnote(2)

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

1. Name and Address of Reporting Person^*

Apollo Principal Holdings A GP, Ltd.

(Last) (First) (Middle)

C/O WALKERS CORPORATE LIMITED

190 ELGIN AVENUE

(Street)

GEORGE TOWN KY1-9008

(City) (State) (Zip)

CAYMAN ISLANDS

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

AP Dakota Co-Invest, L.P.

(Last) (First) (Middle)

9 W 57TH STREET, 41ST FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

AP VIII Dakota Holdings Borrower, L.P.

(Last) (First) (Middle)

9 W 57TH STREET, 41ST FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

AP Dakota Co-Invest GP, LLC

(Last) (First) (Middle)

9 W 57TH STREET, 41ST FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Apollo Advisors VIII, L.P.

(Last) (First) (Middle)

9 W 57TH STREET, 41ST FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

AP VIII DAKOTA HOLDINGS BORROWER GP, LLC

(Last) (First) (Middle)

9 W 57TH STREET, 41ST FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

AP VIII Dakota Holdings, L.P.

(Last) (First) (Middle)

9 W 57TH STREET, 41ST FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Apollo Capital Management VIII, LLC

(Last) (First) (Middle)

9 W 57TH STREET, 41ST FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

APH Holdings, L.P.

(Last) (First) (Middle)

9 W 57TH STREET, 41ST FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. See Exhibit 99.1.

2. See Exhibit 99.1.

	see signatures attached as Exhibit 99.2	06/08/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Apollo entities report in HGV Form 4?

Apollo-affiliated entities reported an internal restructuring involving 5,000,000 shares of Hilton Grand Vacations common stock at $50.0000 per share. The Form 4 classifies this as an “other acquisition or disposition,” not an open-market buy or sell transaction.

How many HGV shares do the Apollo entities report owning after the transaction?

After the restructuring transaction, Apollo-affiliated reporting entities disclosed holding 13,245,825 shares of Hilton Grand Vacations common stock. This figure reflects their indirect ownership position following the internal adjustment described as an “other” type transaction.

Was the HGV insider transaction a market purchase or sale of shares?

No, the Hilton Grand Vacations insider activity is coded as transaction type J, described as “Other acquisition or disposition.” The Form 4 and summary data indicate a restructuring event rather than a typical open-market purchase or sale.

Who are the reporting persons in the Hilton Grand Vacations Form 4?

The Form 4 lists multiple Apollo-affiliated entities, including Apollo Principal Holdings A GP, Ltd., various AP Dakota partnerships and LLCs, and Apollo Capital Management VIII, LLC. Each is identified as a ten percent owner of Hilton Grand Vacations Inc.

How is the ownership of HGV shares characterized for the Apollo entities?

The 5,000,000-share transaction and resulting 13,245,825-share position are reported as indirect ownership. The filing notes “See Footnote” for the nature of ownership, and references Exhibit 99.1 for additional details on how the shares are held.

What does transaction code J mean for the HGV Form 4 filing?

Transaction code J in the Hilton Grand Vacations Form 4 is labeled “Other acquisition or disposition.” In this case, it is summarized as a restructuring-type event affecting 5,000,000 indirectly held shares, rather than a straightforward purchase or sale.