Hilton Grand Vac SEC Filings

Hilton Grand Vacations Form 144 notifies a proposed sale of 46,364 common shares via Fidelity Brokerage Services (Smithfield, RI) with an aggregate market value of $2,194,774.09. The shares represent part of a total outstanding share count of 89,168,731 and are slated for sale on 08/27/2025 on the NYSE.

The filing shows the shares derive from an option granted on 02/18/2016 and list the issuer as the source; payment is indicated as cash at acquisition/sale date. The filer certifies no undisclosed material adverse information and that there were no reported sales in the prior three months.

Insider sale reported by Apollo-related holders in Hilton Grand Vacations (HGV). The filing shows a transaction dated 08/14/2025 in which 8,050,000 shares of HGV common stock were disposed of at a price of $42.85 per share, coded as J(1). After the reported transaction, the group beneficially owns 18,245,825 shares on an indirect basis. The primary reporting entity listed is Apollo Principal Holdings A GP, Ltd., and multiple affiliated Apollo entities are named as reporting persons. The filing references Exhibit 99.1 for further explanation and Exhibit 99.2 for signatures. The form indicates the reporters are directors and 10% owners of the issuer.

Apollo-related reporting persons disclosed they collectively beneficially own 18,245,825 shares of Hilton Grand Vacations Inc. (HGV), representing 20.7% of the 88,116,127 shares outstanding as reported on August 11, 2025. The filing amends prior Schedule 13D disclosures and details the reporting group’s structure and relationships among several Apollo entities organized in Delaware and the Cayman Islands.

The Schedule reports a transaction on August 14, 2025 in which the reporting persons sold an aggregate of 8,050,000 shares at $42.85 per share pursuant to an underwritten public offering, with 2,051,718 shares sold by AP Dakota Co-Invest and 5,998,282 shares sold by AP VIII Dakota Holdings Borrower. An underwriting agreement is referenced as an exhibit.

Hilton Grand Vacations entered an underwriting agreement with Wells Fargo Securities for a secondary offering by certain entities managed by affiliates of Apollo Global Management. The Selling Stockholders are offering 7,000,000 shares of common stock, plus an underwriters' option for up to an additional 1,050,000 shares which the Underwriters exercised in full. The Offering and a related Share Repurchase are expected to close on August 14, 2025. All offered shares are being sold by the Selling Stockholders and the Company will not receive proceeds from the sales.

The Company intends to purchase 933,488 shares from the Underwriters under board-approved repurchase plans; the Underwriters will not receive underwriting fees for the shares repurchased by the Company. The Offering is being made under a Form S-3 registration statement (File No. 333-289538) and related prospectus and prospectus supplements. The Underwriting Agreement is attached as Exhibit 1.1.

Hilton Grand Vacations Inc. (HGV) filed a preliminary prospectus supplement registering the resale of up to 7,000,000 shares of common stock by selling stockholders, with an underwriter option for an additional 1,050,000 shares. The company will not receive proceeds from these sales; instead, subject to this offering closing, HGV intends to concurrently repurchase up to approximately $40 million of the same shares from the underwriters at the offering price and then cancel them. The repurchase was reviewed by the Audit Committee on July 28, 2025 and approved by the board on July 29, 2025.

Key facts in the filing: HGV common stock trades on the NYSE under HGV and last traded at $43.51 on August 11, 2025; outstanding shares used for percentage calculations were 89,049,615 as of August 11, 2025. The selling holders include Apollo-related entities that beneficially held 19,593,761 (22.0%) and 6,702,064 (7.5%) shares respectively. The prospectus also highlights HGV operations and scale: acquisition of Bluegreen (completed January 17, 2024), over 200 properties and ~725,000 members as of June 30, 2025.

Hilton Grand Vacations Inc. filed a Form S-3 shelf prospectus to register up to 26,295,825 shares of common stock for resale by selling stockholders who received the Shares in connection with HGV's acquisition of Dakota Holdings, Inc. ("Diamond"). The filing is an at‑the‑ready shelf offering by a well‑known seasoned issuer and specifies the company will not receive any proceeds from these resales. The prospectus discloses HGV completed the Bluegreen acquisition on January 17, 2024, operates over 200 properties globally as of June 30, 2025, and had approximately 725,000 Club members. The filing lists two primary selling entities (Dakota Holdings Borrower and Dakota Co‑Invest) holding 19,593,761 and 6,702,064 shares (22.00% and 7.53% of outstanding shares, based on 89,049,615 shares outstanding). The last reported NYSE price was $43.51 on August 11, 2025.

Hilton Grand Vacations Inc. filed audited historical financial statements of Bluegreen Vacations Holding Corporation and unaudited pro forma condensed combined financial information as exhibits to this current report. The filing includes the Audited Consolidated Financial Statements of Bluegreen for the years ended December 31, 2022 and December 31, 2023 as Exhibit 99.1, and the Unaudited Pro Forma Condensed Combined Financial Information as Exhibit 99.2, plus the Cover Page Interactive Data File as Exhibit 104. The disclosure is submitted under Regulation FD and is reported under the filing’s financial statements and exhibits section.

These exhibits present audited historical results for Bluegreen and a pro forma combined presentation for the Company as provided in the filing.

HGV’s Q2 2025 10-Q shows encouraging profit momentum despite modest top-line growth. Total revenue rose 2.5 % to $1.27 bn, driven by a 23 % jump in financing income and steady fee-based, resort and rental streams that offset a 0.4 % dip in VOI sales.

Earnings inflected sharply. Operating expenses were held to +1.1 %, aided by a 42 % decline in cost of VOI sales and 46 % lower acquisition/integration costs post-Bluegreen. Income before tax reached $43 m vs $7 m LY; net income attributable to stockholders climbed to $25 m ($0.26 diluted EPS) from $2 m ($0.02). Six-month EPS turned positive at $0.08 versus a $(0.02) loss in 2024.

Cash & capital. Operating cash flow was $99 m (-13 % YoY) as higher receivables and inventory absorbed working capital. HGV repurchased $300 m of shares YTD, cutting shares outstanding to 89.5 m from 96.7 m. Net corporate debt ticked down $27 m to $4.57 bn, but non-recourse securitized debt increased $181 m to $2.50 bn. Equity fell to $1.49 bn (-15 %) on buybacks and lower retained earnings.

Key takeaways:

• Margin expansion: Q2 operating margin improved ~90 bps.
• Bluegreen integration costs easing; only $26 m this quarter.
• Inventory build (+$162 m) supports future sales but ties cash.
• Derivative & FX swings produced $2 m OCI gain.