Apollo funds adjust Hilton Grand Vacations (HGV) stake with 750K-share sale

Rhea-AI Filing Summary

Apollo-affiliated investment entities have updated their Schedule 13D for Hilton Grand Vacations Inc., reporting beneficial ownership of 12,495,825 shares of common stock, or 15.9% of the company, based on 78,515,453 shares outstanding as of June 4, 2026.

The filing also notes that on June 22, 2026, the reporting persons sold an aggregate of 750,000 shares at $50.00 per share in connection with underwriters exercising an option to purchase additional shares in a previously reported public offering. The Apollo entities state that certain parties, including senior Apollo executives, disclaim beneficial ownership of shares held by the Dakota vehicles except for any pecuniary interest.

Key Figures

Beneficial ownership: 12,495,825 shares Ownership percentage: 15.9% Shares outstanding: 78,515,453 shares +4 more

7 metrics

Beneficial ownership 12,495,825 shares Common stock of Hilton Grand Vacations reported by Apollo entities

Ownership percentage 15.9% Portion of Hilton Grand Vacations common stock beneficially owned

Shares outstanding 78,515,453 shares Hilton Grand Vacations common stock outstanding as of June 4, 2026

Shares sold 750,000 shares Aggregate Hilton Grand Vacations shares sold on June 22, 2026

Sale price $50.00 per share Price for the 750,000 Hilton Grand Vacations shares sold

Dakota Co-Invest sale 191,154 shares Hilton Grand Vacations shares sold by AP Dakota Co-Invest, L.P.

Dakota Borrower sale 558,846 shares Hilton Grand Vacations shares sold by AP VIII Dakota Holdings Borrower, L.P.

Key Terms

beneficial ownership, Schedule 13D, public offering, underwriters' option, +1 more

5 terms

beneficial ownership financial

"The Reporting Persons' aggregate percentage beneficial ownership of the total amount of Common Stock outstanding is 15.9%"

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.

Schedule 13D regulatory

"filed with the U.S. Securities and Exchange Commission (the "SEC") by the Reporting Persons therein described on August 11, 2021"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

public offering financial

"in connection with the exercise by the underwriters of their option to purchase an additional 750,000 shares of Common Stock in the previously reported public offering"

A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.

underwriters' option financial

"in connection with the exercise by the underwriters of their option to purchase an additional 750,000 shares of Common Stock"

An underwriters' option is a short-term right given to the banks handling a new stock or bond sale to buy extra shares from the issuer, usually up to a fixed percentage, to stabilize the price after the offering. For investors this acts like a safety valve: it can reduce wild price swings by allowing underwriters to add or return shares as demand changes, which helps prevent a newly issued security from falling or spiking sharply.

pecuniary interest financial

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

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FAQ

What stake do Apollo entities report in Hilton Grand Vacations (HGV)?

Apollo-affiliated entities report beneficial ownership of 12,495,825 Hilton Grand Vacations shares, representing 15.9% of the common stock. This percentage is calculated using 78,515,453 shares outstanding as of June 4, 2026, as provided by the company.

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

The reporting Apollo-related entities sold an aggregate of 750,000 Hilton Grand Vacations shares on June 22, 2026, at $50.00 per share. The sale occurred when underwriters exercised their option to buy additional shares in a previously reported public offering.

Which Apollo entities are principal holders of Hilton Grand Vacations (HGV) stock?

Key Apollo entities include Apollo Principal Holdings A GP, Ltd., APH Holdings, L.P., Apollo Advisors VIII, L.P., and Apollo Capital Management VIII, LLC. Together, they report shared voting and dispositive power over 12,495,825 Hilton Grand Vacations common shares, or 15.9% of the company.

How are the 750,000 Hilton Grand Vacations (HGV) shares sold allocated among Apollo vehicles?

Of the 750,000 Hilton Grand Vacations shares sold, AP Dakota Co-Invest, L.P. sold 191,154 shares, and AP VIII Dakota Holdings Borrower, L.P. sold 558,846 shares. These transactions were tied to underwriters exercising their option in a previously reported public offering.

Do Apollo executives claim full beneficial ownership of Hilton Grand Vacations (HGV) shares?

Certain Apollo entities and individuals, including Marc Rowan, Scott Kleinman, and James Zelter, expressly disclaim beneficial ownership of shares held by Dakota Co-Invest and Dakota Holdings Borrower, except for any pecuniary interest. The filing states it should not be seen as an admission of beneficial ownership.

What share count does the Schedule 13D/A use for Hilton Grand Vacations (HGV)?

The Schedule 13D/A uses 78,515,453 Hilton Grand Vacations common shares outstanding as of June 4, 2026. This figure, provided by the issuer, is the basis for calculating the Apollo group’s reported 15.9% beneficial ownership percentage in the filing.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

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)

06/22/2026

(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 12,495,825.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,495,825.00

11

Aggregate amount beneficially owned by each reporting person

12,495,825.00

12

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

13

Percent of class represented by amount in Row (11)

15.9 %

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 3,184,833.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,184,833.00

11

Aggregate amount beneficially owned by each reporting person

3,184,833.00

12

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

13

Percent of class represented by amount in Row (11)

4.1 %

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 9,310,992.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,310,992.00

11

Aggregate amount beneficially owned by each reporting person

9,310,992.00

12

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

13

Percent of class represented by amount in Row (11)

11.9 %

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 3,184,833.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,184,833.00

11

Aggregate amount beneficially owned by each reporting person

3,184,833.00

12

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

13

Percent of class represented by amount in Row (11)

4.1 %

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 9,310,992.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,310,992.00

11

Aggregate amount beneficially owned by each reporting person

9,310,992.00

12

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

13

Percent of class represented by amount in Row (11)

11.9 %

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 9,310,992.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,310,992.00

11

Aggregate amount beneficially owned by each reporting person

9,310,992.00

12

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

13

Percent of class represented by amount in Row (11)

11.9 %

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 12,495,825.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,495,825.00

11

Aggregate amount beneficially owned by each reporting person

12,495,825.00

12

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

13

Percent of class represented by amount in Row (11)

15.9 %

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 12,495,825.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,495,825.00

11

Aggregate amount beneficially owned by each reporting person

12,495,825.00

12

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

13

Percent of class represented by amount in Row (11)

15.9 %

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 12,495,825.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,495,825.00

11

Aggregate amount beneficially owned by each reporting person

12,495,825.00

12

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

13

Percent of class represented by amount in Row (11)

15.9 %

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. 4 to Schedule 13D (this "Fourth 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, that Amendment No. 2 to Schedule 13D (the "Second Amendment") filed with the SEC on August 18, 2025, and that Amendment No. 3 to Schedule 13D (the "Third Amendment") filed with the SEC on June 8, 2026. 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 15.9%, 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 since the most recent filing of Schedule 13D: on June 22, 2026, the Reporting Persons set forth below sold an aggregate of 750,000 shares of Common Stock for $50.00 per share in connection with the exercise by the underwriters of their option to purchase an additional 750,000 shares of Common Stock in the previously reported public offering: Dakota Co-Invest 191,154 Dakota Holdings Borrower 558,846

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:	06/24/2026

AP Dakota Co-Invest, L.P.

Signature:	AP Dakota Co-Invest GP, LLC
Name/Title:	General Partner
Date:	06/24/2026

Signature:	/s/ James Elworth
Name/Title:	James Elworth/Vice President
Date:	06/24/2026

AP VIII Dakota Holdings Borrower, L.P.

Signature:	AP VIII Dakota Holdings Borrower GP, LLC
Name/Title:	General Partner
Date:	06/24/2026

Signature:	/s/ James Elworth
Name/Title:	James Elworth/Vice President
Date:	06/24/2026

AP Dakota Co-Invest GP, LLC

Signature:	/s/ James Elworth
Name/Title:	James Elworth/Vice President
Date:	06/24/2026

AP VIII Dakota Holdings Borrower GP, LLC

Signature:	/s/ James Elworth
Name/Title:	James Elworth/Vice President
Date:	06/24/2026

AP VIII Dakota Holdings, L.P.

Signature:	Apollo Advisors VIII, L.P.
Name/Title:	General Partner
Date:	06/24/2026

Signature:	Apollo Capital Management VIII, LLC
Name/Title:	General Partner
Date:	06/24/2026

Signature:	/s/ James Elworth
Name/Title:	James Elworth/Vice President
Date:	06/24/2026

Apollo Advisors VIII, L.P.

Signature:	Apollo Capital Management VIII, LLC
Name/Title:	General Partner
Date:	06/24/2026

Signature:	/s/ James Elworth
Name/Title:	James Elworth/Vice President
Date:	06/24/2026

Apollo Capital Management VIII, LLC

Signature:	/s/ James Elworth
Name/Title:	James Elworth/Vice President
Date:	06/24/2026

APH Holdings, L.P.

Signature:	Apollo Principal Holdings A GP, Ltd.
Name/Title:	General Partner
Date:	06/24/2026

Signature:	/s/ James Elworth
Name/Title:	James Elworth/Vice President
Date:	06/24/2026