Hilton Grand Vacations repurchases $200 million in stock

Item 1.01

Entry into a Material Definitive Agreement

On October 30, 2026, Hilton Grand Vacations Inc. (the Company ) entered into an uncollared accelerated share repurchase transaction (the ASR Transaction ) with Deutsche

Bank AG, London Branch (the Dealer ), with Deutsche Bank Securities Inc. acting as agent, pursuant to a Master Confirmation and related Supplemental Confirmation (together, the ASR Agreement ), to repurchase an aggregate of $200 million of the Company s common stock, par value $0.01 per share (the Common Stock ). The ASR Transaction is being conducted pursuant to the Company s publicly announced share repurchase program authorized by its Board of Directors³.

Under the terms of the ASR Agreement, on October 30, 2026, the Company will pay the Dealer $200 million and will receive from the Dealer an initial delivery of approximately 4.48 million shares of Common Stock¹. The final number of shares of Common Stock to be repurchased under the ASR Agreement will be based on volume-weighted average price of the Common Stock during the calculation period⁴ of the ASR Transaction, less a discount and subject to adjustments pursuant to the terms of the ASR Agreement. At final settlement, the Dealer may be required to deliver additional shares of Common Stock to the Company or, under certain circumstances, the Company may be required to deliver shares of Common Stock or, at its election, make a cash payment to the Dealer⁵. Final settlement of the ASR Transaction is expected to occur no later than December 31, 2026², subject to the Dealer s right to accelerate the scheduled termination date, in whole or in part, on or after December 1, 2026.

The ASR Agreement is subject to certain customary adjustments and termination provisions. In addition, upon the occurrence of certain extraordinary events, the Dealer may terminate the ASR Agreement, in which case the Company may receive fewer shares of Common Stock than expected.

The Dealer and its affiliates are full-service fin

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1

Form of Master Confirmation Uncollared Accelerated Share Repurchase.

104

Cover page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HILTON GRAND VACATIONS INC.

By:⁶

/s Charles R. Corbin⁶

Charles R. Corbin

Senior Executive Vice President, General Counsel & Corporate Operations

Date: October 30, 2026⁷