Every material Form 8-K Hilton Grand Vacations has filed with the SEC since March 07, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Hilton Grand Vacations agreed on October 30, 2026 to repurchase $200 million of its common stock through an accelerated share repurchase with Deutsche Bank AG, London Branch. The company paid $200 million up front and received an initial delivery of approximately 4.48 million shares, with the final share count to be set at settlement based on volume-weighted average price, less a discount.
Company pays $200 million to the Dealer on October 30, 2026 and receives an initial delivery of approximately 4.48 million shares.
Final share count depends on the volume-weighted average price over the calculation period, less a discount; the Dealer may deliver additional shares at settlement.
Final settlement is expected no later than December 31, 2026, and the Dealer may accelerate the termination date on or after December 1, 2026.
Hilton Grand Vacations said Executive Vice President and Chief Sales & Marketing Officer Dustin Tonkin will leave the company effective April 1, 2027, under a separation agreement. Mike Riley, a company veteran since 2012, was promoted to the same role effective October 29, 2026. The changes concern the leadership of the company's sales and marketing function, and the filing does not include financial results or guidance.
Dustin Tonkin, EVP and Chief Sales & Marketing Officer, separates from the company effective April 1, 2027.
Separation benefits include cash equal to two times his 2026 base salary and target short-term bonus, plus COBRA premiums for up to 18 months, subject to a release and restrictive covenants.
Mike Riley was promoted to EVP and Chief Sales & Marketing Officer effective October 29, 2026, after more than 25 years of industry experience, including 15 years with the company.
Tonkin's stock option exercise period was extended to 24 months from the separation date.
Hilton Grand Vacations reported third quarter 2026 revenue of $1.961 billion, up from $1.300 billion a year earlier, and diluted EPS of $3.70, up from $0.28. Results were lifted by a $296 million net construction recognition tied to a Hawaii project, while contract sales fell 11.0% and the company cut its full-year 2026 Adjusted EBITDA guidance, which matters to shareholders because it lowers the outlook for the rest of the year.
Total revenues were $1.961 billion versus $1.300 billion a year earlier; net income attributable to stockholders was $291 million.
Contract sales fell 11.0% to $807 million; the company said its sales initiatives are taking longer to ramp than expected.
Full-year 2026 Adjusted EBITDA guidance was lowered to $1.165 billion to $1.180 billion from $1.225 billion to $1.265 billion.
Company repurchased 2.4 million shares for $110 million in the quarter and had $617 million of remaining repurchase availability as of Oct. 22, 2026.
Hilton Grand Vacations reported second quarter 2026 total revenues of $1.358 billion, up from $1.266 billion a year earlier, and Adjusted EBITDA attributable to stockholders of $265 million, up from $233 million. Net income attributable to stockholders fell to $12 million, or $0.15 per diluted share, from $25 million, or $0.25, as a $28 million net construction deferral reduced results. The company reiterated its full-year 2026 Adjusted EBITDA guidance of $1.225 billion to $1.265 billion.
Total revenues were $1.358 billion versus $1.266 billion in the second quarter of 2025; total contract sales were $810 million, down $24 million.
Net income attributable to stockholders was $12 million and diluted EPS was $0.15, versus $0.25 a year earlier; adjusted diluted EPS was $0.89.
Adjusted EBITDA attributable to stockholders was $265 million; the net construction deferral reduced it by $28 million.
The company repurchased 3.1 million shares for $150 million in the quarter and had $103 million of remaining availability under the 2025 Repurchase Plan as of July 23, 2026.
Hilton Grand Vacations entered into Amendment No. 10 to its credit agreement, under which the Borrower incurred an $850.0 million new term loan maturing July 17, 2033. Proceeds will repay in full about $849.0 million of an existing term loan due 2028, with the remainder for general corporate purposes. The filing does not include financial results, but it refinances existing debt and extends the maturity of that borrowing to 2033.
New $850.0 million term loan; about $849.0 million of the existing term loan due 2028 will be repaid in full.
Matures July 17, 2033, with quarterly repayments of 0.25% of original principal starting with the quarter ending December 31, 2026.
Interest at Term SOFR plus 2.00% or base rate plus 1.00%, with a 0% Term SOFR floor.
Guaranteed by Holdings and subsidiary guarantors and secured by a first-priority interest in substantially all of their assets.
Director David Sambur resigned from the Hilton Grand Vacations board effective July 2, 2026, under the terms of a stockholders agreement with Apollo Investors, after Apollo's June 4, 2026 share sale reduced its board designees from two to one. The board immediately appointed Christine Duffy, president of Carnival Cruise Line, to fill the vacancy, a change that replaces one director with another and carries no disclosed financial figures.
David Sambur resigned from the board effective July 2, 2026; the filing says the resignation was not due to any disagreement with company operations, policies or practices.
Apollo Investors' board designation rights fell from two to one following their June 4, 2026 underwritten public offering; Christine Cahill remains as the other designee.
Christine Duffy will serve until the 2027 annual meeting, has no committee assignments yet, and will receive non-employee director compensation described in the March 17, 2026 proxy statement.
Hilton Grand Vacations signed an underwriting agreement on June 2, 2026, for an offering by Apollo-managed selling stockholders of 5,000,000 shares of common stock, with an option for up to 750,000 more. The company will not receive proceeds from the sale, but it agreed to repurchase 750,000 shares from the underwriters, which the filing says is expected to close on June 4, 2026.
Selling stockholders are entities managed by affiliates of Apollo Global Management; Wells Fargo Securities is representative of the underwriters.
Base offering is 5,000,000 shares, with up to an additional 750,000 shares at the underwriters' option.
Company will buy 750,000 shares from the underwriters under a board-approved repurchase plan; underwriters receive no fees on those shares.
Offering and share repurchase are expected to close June 4, 2026, under a Form S-3 shelf filed August 12, 2025.
Hilton Grand Vacations' subsidiary signed an amendment on May 20, 2026 that raises its receivables warehouse credit facility from $850 million to $1 billion and extends the revolving period to May 2028. The amendment also allows timeshare loans tied to the Elara resort to be pledged as collateral, subject to eligibility criteria. As of May 20, 2026, about $200 million was outstanding under the facility, so the filing describes a larger borrowing capacity rather than a new debt load.
Facility size increases from $850 million to $1 billion under Omnibus Amendment No. 5
Revolving period extended to May 2028
About $200 million in outstanding borrowings as of May 20, 2026, excluding accrued interest
Elara timeshare loans originated by LV Tower 52, LLC may be pledged as collateral, subject to conditions
At its May 6, 2026 annual meeting, Hilton Grand Vacations stockholders elected nine directors, approved adding 1,250,000 shares to the 2023 Omnibus Incentive Plan, ratified Ernst & Young LLP as auditor for 2026, and approved executive compensation in a non-binding advisory vote. Every proposal passed. The larger share reserve expands the stock available for future awards under the plan, which can dilute existing holders.
Plan amendment approved: 1,250,000 shares added to the 2023 Omnibus Incentive Plan, with 68,307,028 votes for and 378,783 against.
All nine directors elected to one-year terms expiring at the 2027 annual meeting; Paul W. Whetsell received the fewest votes for, at 68,293,570.
Ernst & Young LLP ratified as independent auditor for fiscal 2026, with 71,719,017 votes for and 1,358,783 against.
Advisory say-on-pay vote approved, with 68,225,643 votes for and 459,259 against.
Hilton Grand Vacations reported first quarter 2026 net income attributable to stockholders of $66 million, or $0.79 diluted EPS, compared with a net loss of $17 million a year earlier, on total revenues of $1.285 billion. The company raised its full-year 2026 Adjusted EBITDA outlook, excluding deferrals and recognitions, to $1.225 billion to $1.265 billion from $1.185 billion to $1.225 billion. Results were reduced by a net construction deferral of $18 million, and contract sales were $719 million.
Total revenues were $1.285 billion versus $1.148 billion a year earlier; diluted EPS was $0.79 versus $(0.17).
Full-year 2026 Adjusted EBITDA outlook raised to $1.225 billion to $1.265 billion from $1.185 billion to $1.225 billion.
Repurchased 3.3 million shares for $150 million in the first quarter; $237 million remained under the 2025 Repurchase Plan as of April 23, 2026.
Real Estate Sales and Financing Adjusted EBITDA margin rose to 28.0% from 20.6%, while Resort Operations and Club Management margin fell to 31.8% from 34.0%.
Director David W. Johnson resigned from the Hilton Grand Vacations board effective immediately, as disclosed on March 16, 2026. The company said the resignation was not due to any disagreement over its operations, policies or practices, and the board size was reduced from ten to nine directors.
David W. Johnson resigned from the board effective immediately; he informed the company on March 16, 2026
Resignation was not due to a disagreement with the company on operations, policies or practices
Hilton Grand Vacations reported fourth-quarter 2025 results on February 26, 2026, with total revenues, net income and Adjusted EBITDA attributable to stockholders all higher than a year earlier. The company expects full-year 2026 Adjusted EBITDA attributable to stockholders, excluding deferrals and recognitions, of $1.185 billion to $1.225 billion. Results were reduced by a $32 million net construction deferral, and the company repurchased 3.5 million shares for $150 million during the quarter.
Q4 2025 total revenues were $1.333 billion, up from $1.284 billion in Q4 2024.
Q4 2025 diluted EPS was $0.55 versus $0.19; net income attributable to stockholders was $48 million versus $20 million.
Adjusted EBITDA attributable to stockholders was $292 million versus $240 million, after a $32 million net construction deferral.
2026 full-year Adjusted EBITDA outlook is $1.185 billion to $1.225 billion, excluding deferrals and recognitions.
Hilton Grand Vacations reported third quarter 2025 results, with total revenues of $1.300 billion, down slightly from $1.306 billion a year earlier. Net income attributable to stockholders was $25 million, or $0.28 diluted EPS, compared with $29 million and $0.28 a year earlier, while contract sales rose 16.7% to $907 million. The company reiterated its full-year 2025 Adjusted EBITDA guidance of $1.125 billion to $1.165 billion, but a $57 million net deferral of revenue from projects under construction reduced reported results.
Total revenues were $1.300 billion versus $1.306 billion in Q3 2024; diluted EPS was $0.28, unchanged from a year earlier.
Adjusted EBITDA attributable to stockholders was $245 million versus $303 million in Q3 2024, and was reduced by a $57 million net deferral.
Contract sales were $907 million, up 16.7% from Q3 2024.
The company repurchased 3.3 million shares for $150 million in Q3 and had $531 million of remaining repurchase availability as of Oct. 23, 2025.
Hilton Grand Vacations entered an underwriting agreement on August 12, 2025, for the sale of 7,000,000 shares of common stock by entities managed by affiliates of Apollo Global Management, with underwriters exercising in full their option to buy 1,050,000 more shares. The company will not receive proceeds from the sale, but it plans to buy 933,488 shares from the underwriters, with closing expected on August 14, 2025.
Selling stockholders offered 7,000,000 shares of common stock, plus an option for 1,050,000 additional shares that underwriters exercised in full.
The company will not receive any proceeds from the shares sold by the selling stockholders.
The company intends to repurchase 933,488 shares from the underwriters under its board-approved share repurchase plans.
The offering and share repurchase are expected to close on August 14, 2025.
Hilton Grand Vacations reported second quarter 2025 results on July 31, 2025. Revenue rose to $1.266 billion from $1.235 billion and diluted EPS rose to $0.25 from $0.02, but adjusted EBITDA attributable to stockholders fell to $233 million from $262 million, and the company reiterated its full-year adjusted EBITDA guidance of $1.125 billion to $1.165 billion.
Total revenues were $1.266 billion versus $1.235 billion a year earlier; net income attributable to stockholders was $25 million, versus $2 million.
Adjusted EBITDA attributable to stockholders was $233 million, versus $262 million, and was reduced by a net deferral of $45 million.
Full-year 2025 adjusted EBITDA guidance of $1.125 billion to $1.165 billion was reiterated.
On July 29, 2025, the board approved a new share repurchase program of up to $600 million over two years, in addition to $98 million remaining under the 2024 plan.
Hilton Grand Vacations reported first quarter 2025 results, with revenue of $1.148 billion, down from $1.156 billion a year earlier, and a net loss attributable to stockholders of $(17) million, compared with $(4) million. Adjusted EBITDA attributable to stockholders fell to $180 million from $273 million, and the company attributed a $68 million net deferral of revenue on a Hawaii project under construction to the current period. The company reiterated its full-year 2025 Adjusted EBITDA guidance of $1.125 billion to $1.165 billion, excluding deferrals and recognitions.
Total contract sales rose 14% to $721 million; diluted EPS was $(0.17) versus $(0.04) a year earlier
Adjusted EBITDA attributable to stockholders was $180 million versus $273 million, with a $68 million net deferral in the current period
Full-year 2025 Adjusted EBITDA guidance of $1.125 billion to $1.165 billion was reiterated, not changed
Company repurchased 3.9 million shares for $150 million in the quarter and about 1.8 million shares for $60 million from April 1 through April 24, 2025, with $218 million of authorization remaining
Hilton Grand Vacations said CFO Daniel Mathewes is returning from a temporary personal leave of absence effective March 24, 2025, resuming his duties. Erin Day, who had served as acting CFO during the leave, stops in that role and remains Executive Vice President, Finance. The filing gives no financial results, and the change restores the regular CFO to his position.
Daniel J. Mathewes, President and Chief Financial Officer, returns from temporary personal leave effective March 24, 2025
Erin Day ceases as acting CFO and continues as Executive Vice President, Finance
The filing was signed by Charles R. Corbin, Senior Executive Vice President, General Counsel and Secretary, dated March 24, 2025
Hilton Grand Vacations approved higher base salaries for three executives on March 4, 2025, including CEO Mark D. Wang. The filing also covers new short-term cash and long-term equity award opportunities within ranges previously approved under its Incentive Program, so the change is a compensation adjustment rather than a leadership change or a financial result.
CEO Mark D. Wang's base salary increased to $1,350,000
Charles R. Corbin's base salary increased to $625,000
Erin Day, Acting Chief Financial Officer, base salary increased to $450,000
Compensation Committee approved award opportunities within ranges previously set under the Incentive Program, filed as Exhibit 10.20 to the 2024 10-K
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