Apollo funds lower Hilton Grand Vacations stake

Apollo-affiliated funds filed Amendment No. 3 to their Schedule 13D on Hilton Grand Vacations, updating their ownership following a large secondary sale.

Rhea-AI Filing Summary

Apollo-affiliated funds filed Amendment No. 3 to their Schedule 13D on Hilton Grand Vacations, updating their ownership following a large secondary sale. On June 4, 2026, Dakota Co-Invest and Dakota Holdings Borrower sold an aggregate 5,000,000 shares of common stock at $50.00 per share in an underwritten public offering.

After this transaction, the reporting group beneficially owns 13,245,825 shares, representing 16.9% of Hilton Grand Vacations’ common stock, based on 78,515,453 shares outstanding as of June 4, 2026. The filing also notes that several Apollo entities and individuals disclaim beneficial ownership beyond any pecuniary interest.

Insights

Equity ownership analyst

Apollo-backed holders sold 5M HGV shares but remain major owners.

The filing shows Apollo-related vehicles completed an underwritten secondary sale of 5,000,000 Hilton Grand Vacations shares at $50.00 each. This is a significant liquidity event but occurs via a public offering rather than a private block or strategic sale.

Post-transaction, the group still holds 13,245,825 shares, or 16.9% of the company, based on 78,515,453 shares outstanding as of June 4, 2026. That remaining stake indicates Apollo-linked funds continue as influential shareholders, so the filing mainly updates ownership levels rather than signaling an exit.

Key Figures

Shares sold: 5,000,000 shares Sale price: $50.00 per share Post-sale beneficial ownership: 13,245,825 shares +4 more

7 metrics

Shares sold 5,000,000 shares Common stock sold June 4, 2026 in underwritten offering

Sale price $50.00 per share Price for 5,000,000 HGV shares sold June 4, 2026

Post-sale beneficial ownership 13,245,825 shares Aggregate shares beneficially owned by reporting persons

Ownership percentage 16.9% Portion of HGV common stock beneficially owned by group

Shares outstanding 78,515,453 shares HGV common shares outstanding as of June 4, 2026

Dakota Co-Invest sale 1,274,359 shares Part of 5,000,000 shares sold at $50.00 per share

Dakota Holdings Borrower sale 3,725,641 shares Part of 5,000,000 shares sold at $50.00 per share

Key Terms

Schedule 13D/A, beneficial ownership, underwritten public offering, shared voting power, +2 more

6 terms

Schedule 13D/A regulatory

"The information in this Amendment No. 3 to (this "Third Amendment" or this "13D/A") amends and supplements the"

A Schedule 13D/A is an amended disclosure filed with regulators by an investor who already reported owning more than 5% of a company’s shares and needs to update their original filing. Think of it as a public status update that tells markets whether the investor’s ownership, plans, or source of funds have changed; such updates matter because they can signal a push for control, major strategic moves, or increased pressure on management, which can affect stock prices.

beneficial ownership financial

"The Reporting Persons' aggregate percentage beneficial ownership of the total amount of Common Stock outstanding is 16.9%"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

underwritten public offering financial

"sold an aggregate of 5,000,000 shares of Common Stock for $50.00 per share pursuant to an underwritten public offering"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

shared voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 0.00 8 | Shared Voting Power 13,245,825.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"9 | Sole Dispositive Power 0.00 10 | Shared Dispositive Power 13,245,825.00"

pecuniary interest financial

"each disclaims beneficial ownership of all Common Stock owned of record ... except to the extent of any pecuniary interest therein"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change in ownership does Apollo report in this HGV Schedule 13D/A?

Apollo-affiliated funds report an updated stake in Hilton Grand Vacations after selling 5,000,000 shares. Following the sale, they beneficially own 13,245,825 shares, representing 16.9% of the company’s common stock, based on 78,515,453 shares outstanding as of June 4, 2026.

How many Hilton Grand Vacations (HGV) shares did Apollo-related entities sell?

The reporting Apollo-related entities sold a total of 5,000,000 Hilton Grand Vacations common shares. Dakota Co-Invest sold 1,274,359 shares and Dakota Holdings Borrower sold 3,725,641 shares, all at a price of $50.00 per share in an underwritten public offering.

What is Apollo’s remaining percentage ownership in Hilton Grand Vacations (HGV)?

After the June 4, 2026 sale, the reporting Apollo group’s aggregate beneficial ownership is 16.9% of Hilton Grand Vacations. This is based on 13,245,825 shares beneficially owned out of 78,515,453 common shares outstanding, as provided by the issuer to the reporting persons.

At what price were the HGV shares sold by Apollo-affiliated holders?

The Schedule 13D/A states the 5,000,000 Hilton Grand Vacations shares were sold at $50.00 per share. These sales occurred on June 4, 2026 and were executed pursuant to an underwritten public offering under an underwriting agreement dated June 2, 2026.

Which Apollo entities are principal holders of Hilton Grand Vacations shares?

Key Apollo-related reporting persons include AP Dakota Co-Invest, L.P., AP VIII Dakota Holdings Borrower, L.P., and APH Holdings, L.P., among others. Several Apollo funds and management entities together report 13,245,825 shares with 16.9% beneficial ownership, while certain parties formally disclaim beneficial ownership beyond pecuniary interests.

How many HGV shares are outstanding according to this Schedule 13D/A?

The filing reports that Hilton Grand Vacations had 78,515,453 shares of common stock outstanding as of June 4, 2026. This issuer-supplied figure is used in the Schedule 13D/A to calculate the Apollo group’s aggregate beneficial ownership percentage of 16.9% after the reported share sale.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/08/2026 - 09:30 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Hilton Grand Vacations Inc.

(Name of Issuer)

Common stock, par value $0.01 per share

(Title of Class of Securities)

43283X105

(CUSIP Number)

Erin E. Martin, Esq.
1111 Pennsylvania Avenue NW,
Washington, DC, 20004
(202) 739-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/04/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 43283X105

1

Name of reporting person

Apollo Principal Holdings A GP, Ltd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,245,825.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,245,825.00

11

Aggregate amount beneficially owned by each reporting person

13,245,825.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.9 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 43283X105

1

Name of reporting person

AP Dakota Co-Invest, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,375,987.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,375,987.00

11

Aggregate amount beneficially owned by each reporting person

3,375,987.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.3 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 43283X105

1

Name of reporting person

AP VIII Dakota Holdings Borrower, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,869,838.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,869,838.00

11

Aggregate amount beneficially owned by each reporting person

9,869,838.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.6 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 43283X105

1

Name of reporting person

AP Dakota Co-Invest GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,375,987.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,375,987.00

11

Aggregate amount beneficially owned by each reporting person

3,375,987.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.3 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 43283X105

1

Name of reporting person

AP VIII Dakota Holdings Borrower GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,869,838.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,869,838.00

11

Aggregate amount beneficially owned by each reporting person

9,869,838.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.6 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 43283X105

1

Name of reporting person

AP VIII Dakota Holdings, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,869,838.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,869,838.00

11

Aggregate amount beneficially owned by each reporting person

9,869,838.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.6 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 43283X105

1

Name of reporting person

Apollo Advisors VIII, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,245,825.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,245,825.00

11

Aggregate amount beneficially owned by each reporting person

13,245,825.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.9 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 43283X105

1

Name of reporting person

Apollo Capital Management VIII, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,245,825.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,245,825.00

11

Aggregate amount beneficially owned by each reporting person

13,245,825.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 43283X105

1

Name of reporting person

APH Holdings, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,245,825.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,245,825.00

11

Aggregate amount beneficially owned by each reporting person

13,245,825.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.9 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common stock, par value $0.01 per share
(b)	Name of Issuer: Hilton Grand Vacations Inc.
(c)	Address of Issuer's Principal Executive Offices: 6355 Metrowest Boulevard, Suite 180, Orlando, FLORIDA , 32835.
Item 1 Comment: The information in this Amendment No. 3 to Schedule 13D (this "Third Amendment" or this "13D/A") amends and supplements the Schedule 13D (the "Original Schedule 13D," and, as amended, the "Schedule 13D") filed with the U.S. Securities and Exchange Commission (the "SEC") by the Reporting Persons therein described on August 11, 2021, relating to the common stock, par value $0.01 per share (the "Common Stock"), of Hilton Grand Vacations Inc., a Delaware corporation ("HGV," the "Issuer" or the "Company"), as amended by that Amendment No. 1 to Schedule 13D (the "First Amendment") filed with the SEC on November 27, 2024, as further amended by that Amendment No. 2 to Schedule 13D (the "Second Amendment") filed with the SEC on August 18, 2025. Except as set forth herein, the Schedule 13D remains unmodified. Capitalized terms used herein without definition have the meaning assigned thereto in the Original Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a) Information in Rows 11 and 13 of the respective cover pages of each Reporting Person is incorporated into this Item 5(a) by reference. The Reporting Persons' aggregate percentage beneficial ownership of the total amount of Common Stock outstanding is 16.9%, based on a total of 78,515,453 shares of Common Stock outstanding as of June 4, 2026, as provided by the Issuer to the Reporting Persons. Dakota Co-Invest GP, Borrower GP LLC, Dakota Holdings LP, Advisors VIII, Capital Management VIII, APH Holdings, and Principal Holdings A GP, and Messrs. Marc Rowan, Scott Kleinman, and James Zelter, the managers, as well as executive officers and directors, of Principal Holdings A GP, each disclaims beneficial ownership of all Common Stock owned of record by Dakota Co-Invest and Dakota Holdings Borrower, except to the extent of any pecuniary interest therein, and the filing of this Schedule 13D shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(b)	Information in Rows 7 to 10 of the respective cover pages of each Reporting Person is incorporated into this Item 5(b) by reference.
(c)	The Reporting Persons effected the following transaction of the Common Stock during the past sixty days: on June 4, 2026, the Reporting Persons set forth below sold an aggregate of 5,000,000 shares of Common Stock for $50.00 per share pursuant to an underwritten public offering: Dakota Co-Invest 1,274,359 Dakota Holdings Borrower 3,725,641
Item 7.	Material to be Filed as Exhibits.
	Underwriting Agreement, dated June 2, 2026, by and among Hilton Grand Vacations Inc., certain stockholders named therein and Wells Fargo Securities, LLC, as Representative of the Underwriters named therein (incorporated by reference to Exhibit 1.1 to the Issuer's Current Report on Form 8-K filed on June 4, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Apollo Principal Holdings A GP, Ltd

Signature:	/s/ James Elworth
Name/Title:	James Elworth/Vice President
Date:	06/08/2026

AP Dakota Co-Invest, L.P.

Signature:	AP Dakota Co-Invest GP, LLC
Name/Title:	General Partner
Date:	06/08/2026

Signature:	/s/ James Elworth
Name/Title:	James Elworth/Vice President
Date:	06/08/2026

AP VIII Dakota Holdings Borrower, L.P.

Signature:	AP VIII Dakota Holdings Borrower GP, LLC
Name/Title:	General Partner
Date:	06/08/2026

Signature:	/s/ James Elworth
Name/Title:	James Elworth/Vice President
Date:	06/08/2026

AP Dakota Co-Invest GP, LLC

Signature:	/s/ James Elworth
Name/Title:	James Elworth/Vice President
Date:	06/08/2026

AP VIII Dakota Holdings Borrower GP, LLC

Signature:	/s/ James Elworth
Name/Title:	James Elworth/Vice President
Date:	06/08/2026

AP VIII Dakota Holdings, L.P.

Signature:	Apollo Advisors VIII, L.P.
Name/Title:	General Partner
Date:	06/08/2026

Signature:	Apollo Capital Management VIII, LLC
Name/Title:	General Partner
Date:	06/08/2026

Signature:	/s/ James Elworth
Name/Title:	General Partner
Date:	06/08/2026

Apollo Advisors VIII, L.P.

Signature:	Apollo Capital Management VIII, LLC
Name/Title:	General Partner
Date:	06/08/2026

Signature:	/s/ James Elworth
Name/Title:	James Elworth/Vice President
Date:	06/08/2026

Apollo Capital Management VIII, LLC

Signature:	/s/ James Elworth
Name/Title:	James Elworth/Vice President
Date:	06/08/2026

APH Holdings, L.P.

Signature:	Apollo Principal Holdings A GP, Ltd.
Name/Title:	General Partner
Date:	06/08/2026

Signature:	/s/ James Elworth
Name/Title:	James Elworth/Vice President
Date:	06/08/2026