Hilton Grand Vacations (HGV) insider settles performance share stock

Rhea-AI Filing Summary

Hilton Grand Vacations Inc. executive Gordon Gurnik reported equity compensation transactions involving common stock tied to performance share units. On February 20, 2026, he acquired shares through the exercise or settlement of performance awards granted under the company’s 2017 and 2023 Omnibus Incentive Plans, after the Compensation Committee determined that applicable performance metrics were satisfied.

In connection with these settlements, a portion of the shares was withheld by the company to cover tax obligations at $48.54 per share. Following these acquire-and-withhold transactions, Gurnik directly owned 210,742 shares of Hilton Grand Vacations common stock.

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^*

GURNIK GORDON

(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	201,254	D
Common Stock	02/20/2026		F(2)		3,435	D	$48.54	197,819	D
Common Stock	02/20/2026		M(3)		21,308	A	$0	219,127	D
Common Stock	02/20/2026		F(4)		8,385	D	$48.54	210,742	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. 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.

3. 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.

4. 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 (3) above.

Remarks:

Title: Senior Executive Vice President & Chief Operating 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 insider transactions did HGV executive Gordon Gurnik report?

Gordon Gurnik reported equity compensation transactions in Hilton Grand Vacations common stock. On February 20, 2026, he settled performance share units into shares and had part of those shares withheld to cover associated tax obligations, reflecting standard treatment of performance-based equity awards.

How many Hilton Grand Vacations shares does Gordon Gurnik own after this Form 4?

After the reported transactions, Gordon Gurnik directly owns 210,742 shares of Hilton Grand Vacations common stock. This figure reflects the net position after settling performance share units and the issuer’s share withholding to satisfy tax requirements tied to those equity settlements.

What type of awards were settled in the HGV Form 4 for Gordon Gurnik?

The awards settled were performance share units granted under Hilton Grand Vacations’ 2017 and 2023 Omnibus Incentive Plans. Shares were earned based on the Compensation Committee’s determination that specified performance metrics were met for the respective performance periods ending December 31, 2025.

Why were some HGV shares withheld in Gordon Gurnik’s Form 4 filing?

Some shares of Hilton Grand Vacations common stock were withheld by the issuer to satisfy tax withholding requirements. This withholding occurred in connection with issuing shares upon settlement of performance share units, as described in the footnotes accompanying the reported transactions.

What performance periods applied to Gordon Gurnik’s HGV performance share units?

One tranche related to a performance period from January 1, 2023 to December 31, 2025 under the 2017 plan. Another related to a period from January 17, 2024 to December 31, 2025 under the 2023 plan, both subject to Compensation Committee performance determinations.

Did Gordon Gurnik’s HGV Form 4 reflect open-market purchases or sales?

The Form 4 reflects settlement of performance share units and share withholding for taxes, not open-market trades. Transactions were classified as derivative exercises/conversions and tax-withholding dispositions, consistent with equity compensation mechanics rather than discretionary market buying or selling.