UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

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Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 14, 2025 (August 12, 2025)

Hilton Grand Vacations Inc.

(Exact Name of Registrant as Specified in its Charter)

 (407) 722-3100

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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Item 1.01.

Entry into a Material Definitive Agreement.

On August 12, 2025, Hilton Grand Vacations Inc. (the “Company”), and certain entities managed by affiliates of Apollo Global Management, Inc. (the “Selling Stockholders”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC (the “Representative”), as representative of the several underwriters (the “Underwriters”), in connection with the offer and sale by the Selling Stockholders (the “Offering”) of 7,000,000 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), and, at the option of the Underwriters, up to an additional 1,050,000 shares of Common Stock. On August 13, 2024, the Underwriters exercised their option to purchase an additional 1,050,000 shares of Common Stock in full.  The Offering and the Share Repurchase (as defined below) are expected to close on August 14, 2025.

The Company intends to purchase 933,488 shares of Common Stock from the Underwriters as part of the Offering (the “Share Repurchase”). The Share Repurchase will be made under the share repurchase plans approved by the Company’s board of directors. The Underwriters will not receive any underwriting fees for the shares repurchased by the Company.

All the shares of Common Stock to be sold in the Offering are being sold by the Selling Stockholders. The Company will not receive any of the proceeds from the sale of shares of Common Stock by the Selling Stockholders in the Offering.

The Offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-289538) filed with the Securities and Exchange Commission on August 12, 2025 (the “Registration Statement”), a prospectus, dated August 12, 2025, included as part of the Registration Statement and a preliminary prospectus supplement, dated August 12, 2025 and filed with the Securities and Exchange Commission on August 13, 2025 and final prospectus supplement, filed with the Securities and Exchange Commission on August 14, 2025. The Underwriting Agreement contains certain customary representations, warranties and agreements by the Company and the Selling Stockholders, conditions to closing, indemnification rights and obligations of the parties and termination rights. The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.

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.

Date:

August 14, 2025

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