NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION
Our Business
Hilton Grand Vacations Inc. (“Hilton Grand Vacations,” “we,” “us,” “our,” “HGV” or the “Company”) is a global timeshare company engaged in developing, marketing, selling, managing and operating timeshare resorts, timeshare plans and ancillary reservation services, primarily under the Hilton Grand Vacations brand.
Our operations primarily consist of selling vacation ownership intervals and vacation ownership interests (collectively, “VOIs” or “VOI”) for us and third parties; financing and servicing loans provided to consumers for their VOI purchases; operating resorts and timeshare plans; and managing our exchange programs.
As of March 31, 2026, we had over 200 properties located in the United States (“U.S.”), Europe, Canada, the Caribbean, Mexico, and Asia. A significant number of our properties and VOIs are concentrated in Florida, Europe, Hawaii, California, South Carolina, Arizona, Nevada, and Virginia.
Basis of Presentation
The unaudited condensed consolidated financial statements presented herein include all of our assets, liabilities, revenues, expenses and cash flows as well as all entities in which we have a controlling financial interest. The determination of a controlling financial interest is based upon the terms of the governing agreements of the respective entities, including the evaluation of rights held by other interests. If the entity is considered to be a variable interest entity (“VIE”), we determine whether we are the primary beneficiary and then consolidate those VIEs for which we are the primary beneficiary. If the entity in which we hold an interest does not meet the definition of a VIE, we evaluate whether we have a controlling financial interest through our voting interests in the entity. We consolidate entities when we own more than 50% of the voting shares of a company or otherwise have a controlling financial interest, including Bluegreen/Big Cedar Vacations LLC (“Big Cedar”), a joint venture in which we are deemed to hold a controlling financial interest based on our 51% equity interest, our active role as the day-to-day manager of its activities, and majority voting control of its management committee. All material intercompany transactions and balances have been eliminated in consolidation. Our accompanying unaudited condensed consolidated financial statements reflect all adjustments, including normal recurring items, considered necessary for a fair presentation.
The unaudited condensed consolidated financial statements reflect our financial position, results of operations and cash flows as prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). Certain information and disclosures normally included in financial statements presented in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Although we believe the disclosures made are adequate to prevent information presented from being misleading, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of and for the year ended December 31, 2025, included in our Annual Report on Form 10-K filed with the SEC on February 26, 2026.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and, accordingly, ultimate results could differ from those estimates. Interim results are not necessarily indicative of full year performance.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Recently Issued Accounting Pronouncements
Adopted Accounting Standards
On January 1, 2026, we adopted Accounting Standards Update 2025-05 (“ASU 2025-05”), Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 provides a practical expedient that allows entities to estimate expected credit losses for current accounts receivable and contract assets without needing to predict future economic conditions. The guidance is to be applied prospectively. The impact of adoption of ASU 2025-05 did not have a material impact on our unaudited condensed consolidated financial statements. See Note 4: Accounts Receivable for additional information.
On January 1, 2026, we adopted Accounting Standards Update 2025-08 (“ASU 2025-08”), Financial Instruments—Credit Losses (Topic 326): Purchased Loans. ASU 2025-08 provides amendments that require purchased seasoned loans
be accounted for using the gross-up approach at acquisition. The guidance is to be applied prospectively and will be effective for future purchases of loans.
Accounting Standards Not Yet Adopted
In November 2024, the FASB issued Accounting Standards Update 2024-03 (“ASU 2024-03”), Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 provides amendments to improve disclosure requirements of specified information about certain costs and expenses, both on an interim and annual basis. The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The guidance should be applied either (1) prospectively or (2) retrospectively to any or all prior periods presented. The adoption of ASU 2024-03 is expected to impact disclosures only and not have an impact on our consolidated balance sheet and consolidated statement of income.
In September 2025, the FASB issued Accounting Standards Update 2025-06 (“ASU 2025-06”), Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 provides amendments to modernize the accounting for software costs. The guidance may be applied either (1) prospectively, (2) retrospectively, or (3) using a modified transition approach with early adoption permitted. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. We are currently evaluating the effects of this ASU, but do not expect a material impact on our financial statements or disclosures.
In December 2025, the FASB issued Accounting Standards Update 2025-11 (“ASU 2025-11”) Interim Reporting (Topic 270): Narrow-Scope Improvements. ASU 2025-11 provides amendments to improve the navigability of the required interim disclosures and clarify when that guidance is applicable. ASU 2025-11 is effective for interim periods within annual reporting periods beginning after December 15, 2027. The guidance may be applied either (1) prospectively or (2) retrospectively to any or all prior periods presented. We are currently evaluating the effects of this ASU but do not expect a material impact on our financial statements or disclosures.
NOTE 3: REVENUE FROM CONTRACTS WITH CUSTOMERS
Disaggregation of Revenue
The following tables show our disaggregated revenues by product and segment from contracts with customers. We operate our business in the following two reportable segments: (i) Real estate sales and financing and (ii) Resort operations and club management. See Note 16: Business Segments for more information related to our segments.
| | | | | | | | | | | | | | | | | | | |
| ($ in millions) | Three Months Ended March 31, | | | | |
| Real Estate Sales and Financing Segment | 2026 | | 2025 | | | | | | | | |
| Sales of VOIs, net | $ | 455 | | | $ | 378 | | | | | | | | | |
Fee-for-service commissions, package sales and other fees | 161 | | | 142 | | | | | | | | | |
| Interest income | 125 | | | 115 | | | | | | | | | |
| Other financing revenue | 13 | | | 10 | | | | | | | | | |
| Real estate sales and financing segment revenues | $ | 754 | | | $ | 645 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| ($ in millions) | Three Months Ended March 31, | | | | |
| Resort Operations and Club Management Segment | 2026 | | 2025 | | | | | | | | |
| Club management | $ | 70 | | | $ | 72 | | | | | | | | | |
| Resort management | 115 | | | 111 | | | | | | | | | |
Rental(1) | 183 | | | 174 | | | | | | | | | |
| Ancillary services | 14 | | | 13 | | | | | | | | | |
| Resort operations and club management segment revenues | $ | 382 | | | $ | 370 | | | | | | | | | |
(1)Excludes intersegment eliminations. See Note 16: Business Segments for additional information.
Receivables from Contracts with Customers and Contract Liabilities
Our accounts receivable that relate to our contracts with customers include amounts associated with our contractual right to consideration for completed performance obligations and are settled when the related cash is received.
Accounts receivable are recorded when the right to consideration becomes unconditional and is only contingent on the passage of time. Our timeshare financing receivables consist of loans related to our financing of VOI sales that are secured by the underlying timeshare properties. See Note 5: Timeshare financing receivables for additional information.
The following table provides information on our contracts with customers which are included in Accounts receivable, net and Timeshare financing receivables, net on our condensed consolidated balance sheets:
| | | | | | | | | | | |
| ($ in millions) | | | |
| Receivables from contracts with customers: | March 31, 2026 | | December 31, 2025 |
| Accounts receivable, net | $ | 205 | | | $ | 200 | |
Timeshare financing receivables, net(1) | 3,130 | | | 3,115 | |
| Total | $ | 3,335 | | | $ | 3,315 | |
(1) Includes $482 million and $528 million of acquired timeshare financing receivables, net, as of March 31, 2026 and December 31, 2025.
Contract liabilities include payments received or due in advance of satisfying our performance obligations. Such contract liabilities include advance deposits received on vacation packages for future stays at our resorts, deferred revenues related to sales of VOIs of projects under construction, club activation fees and annual dues, the liability for bonus points awarded to our customers for purchase of VOIs at our properties or properties under our fee-for-service arrangements that may be redeemed in the future and other deferred revenue.
The following table presents the composition of our contract liabilities:
| | | | | | | | | | | |
| ($ in millions) | | | |
| Contract liabilities: | March 31, 2026 | | December 31, 2025 |
| Advanced deposits | $ | 233 | | | $ | 228 | |
| Deferred sales of VOIs of projects under construction | 485 | | | 460 | |
Club activation fees and annual dues | 184 | | | 74 | |
Bonus point incentive liability(1) | 110 | | | 113 | |
| Other | 97 | | | 42 | |
(1)The balance includes $51 million and $52 million of bonus point incentive liabilities included in Accounts payable, accrued expenses and other on our condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025. This liability is for incentives from VOI sales and sales and marketing expenses in conjunction with our fee-for-service arrangements.
Revenue earned for the three months ended March 31, 2026, which was included in the contract liabilities balance at December 31, 2025, was $113 million.
Transaction Price Allocated to Remaining Performance Obligations
Transaction price allocated to remaining performance obligations represents contract revenue that has not yet been recognized. Deferred VOI sales primarily include the deferred revenues of sales associated with projects under construction. The following table presents the deferred revenue, deferred cost of VOI sales and deferred direct selling costs from sales of VOIs related to projects under construction:
| | | | | | | | | | | |
| ($ in millions) | March 31, 2026 | | December 31, 2025 |
| Sales of VOIs, net | $ | 485 | | | $ | 460 | |
| Cost of VOI sales | 135 | | | 133 | |
| Sales and marketing expense | 79 | | | 74 | |
During the three months ended March 31, 2026, we deferred $62 million of Sales of VOI, net related to projects under construction, which were partially offset by a recognition of $37 million of sales of VOI, net related to the completion of a project in Japan. We expect to recognize the revenue, costs of VOI sales and direct selling costs related to the project under construction as of March 31, 2026, upon its completion in 2026.
The following table includes the remaining transaction price related to our contract liabilities as of March 31, 2026:
| | | | | | | | | | | | | | | | | |
| ($ in millions) | Remaining
Transaction Price | | Recognition Period | | Recognition Method |
| Advanced deposits | $ | 233 | | | 18 months | | Upon customer stays |
| Club activation fees | 81 | | | 7 years | | Straight-line basis over average inventory holding period |
| Bonus point incentive liability | 110 | | | 18 - 30 months | | Upon redemption |
Annual club dues | 103 | | | 1 year | | Straight-line basis |
Other | 97 | | | 1 year | | Straight-line basis |
Revenue allocated to remaining performance obligations for management fees, which includes unearned revenue and amounts expected to be invoiced and recognized as revenue for the remainder of 2026, was $229 million as of March 31, 2026.
NOTE 4: ACCOUNTS RECEIVABLE
Accounts receivable are measured at amortized cost. The following table represents our accounts receivable, net of allowance for credit losses:
| | | | | | | | | | | |
| ($ in millions) | March 31, 2026 | | December 31, 2025 |
| Fee-for-service commissions | $ | 7 | | | $ | 18 | |
| Real estate and financing | 37 | | | 40 | |
| Resort and club operations | 161 | | | 142 | |
Tax receivables | 69 | | | 66 | |
| | | |
| Other receivables | — | | | 4 | |
| Total | $ | 274 | | | $ | 270 | |
Our accounts receivable are generally due within one year of origination. We use delinquency status and economic factors such as credit quality indicators to monitor our receivables and use these as a basis for how we develop our expected loss estimates.
The changes in our allowance were as follows during the three months ended March 31, 2026:
| | | | | | | | | | | | | | | | | | | | | | | |
| ($ in millions) | Fee-for-service commissions | | Real estate and financing | | Resort and club operations | | Total |
Balance as of December 31, 2025 | $ | 30 | | | $ | 62 | | | $ | 1 | | | $ | 93 | |
| Current period provision for expected credit losses | 2 | | | 5 | | | 13 | | | 20 | |
| Write-offs charged against the allowance | (8) | | | (11) | | | — | | | (19) | |
Balance as of March 31, 2026 | $ | 24 | | | $ | 56 | | | $ | 14 | | | $ | 94 | |
NOTE 5: TIMESHARE FINANCING RECEIVABLES
We define our timeshare financing receivables portfolio as (i) originated and (ii) acquired. Our originated portfolio represents timeshare financing receivables that originated by the business that we acquired from Diamond Resorts International (“Diamond”), the business that we acquired from BRE Grand Islander Parent LLC (“Grand Islander”), and the business that we acquired from Bluegreen subsequent to each respective acquisition date and all HGV timeshare financing receivables. Our acquired portfolio includes all timeshare financing receivables acquired from Diamond (“Legacy-Diamond”), Grand Islander (“Legacy-Grand Islander”) and Bluegreen (“Legacy-Bluegreen”) that existed as of the respective acquisition dates.
The following table presents the components of each portfolio by class of timeshare financing receivables:
| | | | | | | | | | | | | | | | | | | | | | | |
| Originated | | Acquired |
| ($ in millions) | March 31,
2026 | | December 31,
2025 | | March 31,
2026 | | December 31,
2025 |
| Securitized | $ | 1,564 | | | $ | 1,734 | | | $ | 339 | | | $ | 373 | |
Unsecuritized(1) | 2,200 | | | 1,931 | | | 255 | | | 276 | |
| Timeshare financing receivables, gross | 3,764 | | | 3,665 | | | 594 | | | 649 | |
Unamortized non-credit acquisition premium | — | | | — | | | 32 | | | 34 | |
| Less: allowance for financing receivables losses | (1,116) | | | (1,078) | | | (144) | | | (155) | |
| Timeshare financing receivables, net | $ | 2,648 | | | $ | 2,587 | | | $ | 482 | | | $ | 528 | |
(1)Includes amounts used as collateral to secure a non-recourse revolving timeshare receivable credit facility (“Timeshare Facility”) as well as amounts held as future collateral for securitization activities.
As of March 31, 2026 and December 31, 2025, we had timeshare financing receivables of $945 million and $710 million securing the Timeshare Facility.
We recognize interest income on our timeshare financing receivables as earned. As of March 31, 2026 and December 31, 2025, we had interest receivable outstanding of $26 million for both periods on our originated timeshare financing receivables. As of March 31, 2026 and December 31, 2025, we had interest receivable outstanding of $4 million for both periods on our acquired timeshare financing receivables. Interest receivable is included in Other Assets within our condensed consolidated balance sheets. The interest rate charged on the notes correlates to the risk profile of the customer at the time of purchase and the percentage of the purchase that is financed, among other factors. As of March 31, 2026, our originated timeshare financing receivables had interest rates ranging from 1.5% to 25.8%, a weighted-average interest rate of 14.5%, a weighted-average remaining term of 9.0 years and maturities through 2041. Our acquired timeshare financing receivables had interest rates ranging from 2.0% to 25.0%, a weighted-average interest rate of 15.1%, a weighted-average remaining term of 5.9 years and maturities through 2036.
We apply payments we receive for loans, including those in non-accrual status, to amounts due in the following order: servicing fees; interest; principal; and late charges. Once a loan is 91 days past due, we cease accruing interest and reverse the accrued interest recognized up to that point. We resume interest accrual for loans for which we had previously ceased accruing interest once the loan is less than 91 days past due. We fully reserve for a timeshare financing receivable in the month following the date that the loan is 121 days past due and, subsequently, we write off the uncollectible note against the reserve once the foreclosure process, which is governed by product type and local law, is complete.
Allowance for Financing Receivables Losses
For our originated portfolio, we record an estimate of variable consideration for defaults as a reduction of revenue
from financed VOI sales at the time revenue is recognized. We record the difference between the timeshare financing receivable and the variable consideration included in the transaction price for the sale of the related VOI as an allowance for financing receivables and record the receivable net of the allowance. For our acquired portfolio, any changes to the estimates of our allowance are recorded within Financing expense on our unaudited condensed consolidated statements of income in the period in which the change occurs.
The changes in our allowance for financing receivables losses were as follows:
| | | | | | | | | | | |
| ($ in millions) | Originated | | Acquired |
Balance as of December 31, 2025 | $ | 1,078 | | | $ | 155 | |
Provision for financing receivables losses(1) | 90 | | | — | |
| Write-offs | (55) | | | (15) | |
| Inventory recoveries | — | | | 7 | |
Upgrades(2) | 3 | | | (3) | |
Balance as of March 31, 2026 | $ | 1,116 | | | $ | 144 | |
| | | | | | | | | | | |
| ($ in millions) | Originated | | Acquired |
Balance as of December 31, 2024 | $ | 804 | | | $ | 268 | |
| | | |
Provision for financing receivables losses(1) | 72 | | | 7 | |
| Write-offs | (20) | | | (63) | |
| Inventory recoveries | — | | | 29 | |
Upgrades(2) | 9 | | | (9) | |
Balance as of March 31, 2025 | $ | 865 | | | $ | 232 | |
(1)For the Originated portfolio, this amount includes incremental provision for financing receivables losses, net of activity related to the repurchase of defaulted and upgraded timeshare financing receivables. For the Acquired portfolio, this amount includes incremental provision for credit loss expense from Acquired loans.
(2)Represents the initial change in allowance resulting from upgrades of Acquired receivables. Upgraded Acquired receivables and their related allowance are included in the Originated portfolio.
Originated Timeshare Financing Receivables
Our originated timeshare financing receivables as of March 31, 2026 mature as follows:
| | | | | | | | | | | | | | | | | |
| Originated Timeshare Financing Receivables |
| ($ in millions) | Securitized | | Unsecuritized | | Total |
| Year | | | | | |
| 2026 (remaining) | $ | 99 | | | $ | 108 | | | $ | 207 | |
| 2027 | 142 | | | 151 | | | 293 | |
| 2028 | 153 | | | 166 | | | 319 | |
| 2029 | 164 | | | 183 | | | 347 | |
| 2030 | 177 | | | 204 | | | 381 | |
| Thereafter | 829 | | | 1,388 | | | 2,217 | |
| Total | $ | 1,564 | | | $ | 2,200 | | | $ | 3,764 | |
Acquired Timeshare Financing Receivables with Credit Deterioration
Our acquired timeshare financing receivables were deemed to be purchased credit deteriorated (“PCD”) assets. These notes receivable were initially recognized at their purchase price, represented by the acquisition date fair value, and subsequently “grossed-up” by our acquisition date assessment of the allowance for credit losses. The difference over which par value of the acquired PCD assets exceeds the purchase price plus the initial allowance for financing receivable losses is reflected as a non-credit premium and is amortized as a reduction to interest income under the effective interest method.
The fair value of our acquired timeshare financing receivables as of each respective acquisition date was determined using a discounted cash flow method, which calculated a present value of expected future risk-adjusted cash flows over the remaining term of the respective timeshare financing receivables. Consequently, the fair value of the acquired timeshare financing receivables recorded on our unaudited condensed consolidated balance sheet as of the respective acquisition date included an estimate of expected financing receivable losses which became the historical cost basis for that portfolio going forward.
The allowance for financing receivable losses for our acquired timeshare financing receivables is remeasured at each period end and takes into consideration an estimated measure of anticipated defaults and early repayments. We consider historical timeshare financing receivables performance and the current economic environment in the re-measurement of the allowance for financing receivable losses for our acquired timeshare financing receivables. Subsequent
changes to the allowance for acquired financing receivable losses are recorded within Financing expense on our unaudited condensed consolidated statements of income in the period in which the change occurs.
Our acquired timeshare financing receivables as of March 31, 2026 mature as follows:
| | | | | | | | | | | | | | | | | |
| Acquired Timeshare Financing Receivables |
| ($ in millions) | Securitized | | Unsecuritized | | Total |
| Year | | | | | |
| 2026 (remaining) | $ | 44 | | | $ | 25 | | | $ | 69 | |
| 2027 | 60 | | | 34 | | | 94 | |
| 2028 | 56 | | | 36 | | | 92 | |
| 2029 | 50 | | | 36 | | | 86 | |
| 2030 | 44 | | | 33 | | | 77 | |
| Thereafter | 85 | | | 91 | | | 176 | |
| Total | $ | 339 | | | $ | 255 | | | $ | 594 | |
Credit Quality of Timeshare Financing Receivables
We evaluate each portfolio collectively for purposes of estimating variable consideration, since each holds a large group of homogeneous timeshare financing receivables which are individually immaterial. We monitor the collectability of our receivables on an ongoing basis. There are no significant concentrations of credit risk with any individual counterparty or groups of counterparties. We use a technique referred to as static pool analysis as the basis for estimating expected defaults and determining our allowance for financing receivables losses on our timeshare financing receivables. The static pool analysis includes several years of default data through which we stratify our portfolio using certain key dimensions such as FICO scores and equity percentage at the time of sale. The adequacy of the related allowance is determined by management through analysis of the specific risk characteristics of the portfolio including assumed default rates, aging and historical write-offs of these receivables.
Originated Timeshare Financing Receivables
Our originated gross balances by FICO score of our originated timeshare financing receivables are below:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Originated |
| March 31, 2026 |
| ($ in millions) | HGV | | Diamond | | Grand Islander | | Bluegreen | | Total |
FICO score(1) | | | | | | | | | |
| 700+ | $ | 1,150 | | | $ | 724 | | | $ | 51 | | | $ | 625 | | | $ | 2,550 | |
| 600-699 | 293 | | | 292 | | | 9 | | | 189 | | | 783 | |
| <600 | 32 | | | 33 | | | 1 | | | 15 | | | 81 | |
No score(2) | 279 | | | 24 | | | 42 | | | 5 | | | 350 | |
| Total | $ | 1,754 | | | $ | 1,073 | | | $ | 103 | | | $ | 834 | | | $ | 3,764 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Originated |
| December 31, 2025 |
| ($ in millions) | HGV | | Diamond | | Grand Islander | | Bluegreen | | Total |
FICO score(1) | | | | | | | | | |
| 700+ | $ | 1,162 | | | $ | 691 | | | $ | 46 | | | $ | 593 | | | $ | 2,492 | |
| 600-699 | 297 | | | 275 | | | 8 | | | 176 | | | 756 | |
| <600 | 32 | | | 29 | | | 1 | | | 12 | | | 74 | |
No score(2) | 279 | | | 23 | | | 37 | | | 4 | | | 343 | |
| Total | $ | 1,770 | | | $ | 1,018 | | | $ | 92 | | | $ | 785 | | | $ | 3,665 | |
(1)During the first quarter of 2026, we updated our credit quality indicator disclosures to the use of a single FICO score from average FICO score, which is reflected in the tables above.
(2)Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.
The following table details our gross originated timeshare financing receivables by the origination year and FICO score as of March 31, 2026:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Originated Timeshare Financing Receivables |
| ($ in millions) | 2026 | | 2025 | | 2024 | | 2023 | | 2022 | | Prior | | Total |
| FICO score | | | | | | | | | | | | | |
| 700+ | $ | 343 | | | $ | 1,096 | | | $ | 559 | | | $ | 239 | | | $ | 172 | | | $ | 141 | | | $ | 2,550 | |
| 600-699 | 91 | | | 322 | | | 186 | | | 84 | | | 57 | | | 43 | | | 783 | |
| <600 | 13 | | | 34 | | | 14 | | | 9 | | | 6 | | | 5 | | | 81 | |
No score(1) | 43 | | | 132 | | | 91 | | | 36 | | | 18 | | | 30 | | | 350 | |
| Total | $ | 490 | | | $ | 1,584 | | | $ | 850 | | | $ | 368 | | | $ | 253 | | | $ | 219 | | | $ | 3,764 | |
| | | | | | | | | | | | | |
| Current period gross write-offs | $ | — | | | $ | 1 | | | $ | 6 | | | $ | 19 | | | $ | 15 | | | $ | 14 | | | $ | 55 | |
(1)Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.
As of March 31, 2026 and December 31, 2025, we had ceased accruing interest on originated timeshare financing receivables with an aggregate principal balance of $462 million and $430 million. The following tables detail an aged analysis of our gross timeshare receivables balance:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Originated - Securitized |
| March 31, 2026 |
| ($ in millions) | HGV | | Diamond | | Grand Islander | | Bluegreen | | Total |
| Current | $ | 756 | | | $ | 431 | | | $ | 13 | | | $ | 281 | | | $ | 1,481 | |
| 31 - 90 days past due | 20 | | | 19 | | | 1 | | | 13 | | | 53 | |
| 91 - 120 days past due | 7 | | | 6 | | | — | | | 4 | | | 17 | |
| 121 days and greater past due | 6 | | | 1 | | | 1 | | | 5 | | | 13 | |
| Total | $ | 789 | | | $ | 457 | | | $ | 15 | | | $ | 303 | | | $ | 1,564 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Originated - Unsecuritized |
| March 31, 2026 |
| ($ in millions) | HGV | | Diamond | | Grand Islander | | Bluegreen | | Total |
| Current | $ | 752 | | | $ | 432 | | | $ | 80 | | | $ | 453 | | | $ | 1,717 | |
| 31 - 90 days past due | 18 | | | 18 | | | 1 | | | 14 | | | 51 | |
| 91 - 120 days past due | 6 | | | 7 | | | 1 | | | 6 | | | 20 | |
| 121 days and greater past due | 189 | | | 159 | | | 6 | | | 58 | | | 412 | |
| Total | $ | 965 | | | $ | 616 | | | $ | 88 | | | $ | 531 | | | $ | 2,200 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Originated - Securitized |
| December 31, 2025 |
| ($ in millions) | HGV | | Diamond | | Grand Islander | | Bluegreen | | Total |
| Current | $ | 860 | | | $ | 478 | | | $ | 16 | | | $ | 313 | | | $ | 1,667 | |
| 31 - 90 days past due | 18 | | | 15 | | | 1 | | | 11 | | | 45 | |
| 91 - 120 days past due | 7 | | | 5 | | | — | | | 4 | | | 16 | |
| 121 days and greater past due | 5 | | | 1 | | | — | | | — | | | 6 | |
| Total | $ | 890 | | | $ | 499 | | | $ | 17 | | | $ | 328 | | | $ | 1,734 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Originated - Unsecuritized |
| December 31, 2025 |
| ($ in millions) | HGV | | Diamond | | Grand Islander | | Bluegreen | | Total |
| Current | $ | 655 | | | $ | 357 | | | $ | 68 | | | $ | 402 | | | $ | 1,482 | |
| 31 - 90 days past due | 14 | | | 14 | | | 2 | | | 11 | | | 41 | |
| 91 - 120 days past due | 5 | | | 6 | | | — | | | 5 | | | 16 | |
| 121 days and greater past due | 206 | | | 142 | | | 5 | | | 39 | | | 392 | |
| Total | $ | 880 | | | $ | 519 | | | $ | 75 | | | $ | 457 | | | $ | 1,931 | |
Acquired Timeshare Financing Receivables
Our gross balances by FICO score of our acquired timeshare financing receivables are below:
| | | | | | | | | | | | | | | | | | | | | | | |
| Acquired |
| March 31, 2026 |
| ($ in millions) | Legacy-Diamond | | Legacy-Grand Islander | | Legacy-Bluegreen | | Total |
FICO score(1) | | | | | | | |
| 700+ | $ | 92 | | | $ | 26 | | | $ | 217 | | | $ | 335 | |
| 600-699 | 49 | | | 6 | | | 121 | | | 176 | |
| <600 | 8 | | | — | | | 5 | | | 13 | |
No score(2) | 1 | | | 68 | | | 1 | | | 70 | |
| Total | $ | 150 | | | $ | 100 | | | $ | 344 | | | $ | 594 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Acquired |
| December 31, 2025 |
| ($ in millions) | Legacy-Diamond | | Legacy-Grand Islander | | Legacy-Bluegreen | | Total |
FICO score(1) | | | | | | | |
| 700+ | $ | 99 | | | $ | 32 | | | $ | 235 | | | $ | 366 | |
| 600-699 | 52 | | | 7 | | | 128 | | | 187 | |
| <600 | 7 | | | — | | | 5 | | | 12 | |
No score(2) | 1 | | | 81 | | | 2 | | | 84 | |
| Total | $ | 159 | | | $ | 120 | | | $ | 370 | | | $ | 649 | |
(1)During the first quarter of 2026, we updated our credit quality indicator disclosures to the use of a single FICO score from average FICO score, which is reflected in the tables above.
(2)Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.
The following tables detail our gross acquired timeshare financing receivables by the origination year and FICO score as of March 31, 2026:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Acquired Timeshare Financing Receivables |
| ($ in millions) | 2026 | | 2025 | | 2024 | | 2023 | | 2022 | | Prior | | Total |
| FICO score | | | | | | | | | | | | | |
| 700+ | $ | — | | | $ | — | | | $ | 7 | | | $ | 114 | | | $ | 77 | | | $ | 137 | | | $ | 335 | |
| 600-699 | — | | | — | | | 3 | | | 50 | | | 42 | | | 81 | | | 176 | |
| <600 | — | | | — | | | — | | | 1 | | | 2 | | | 10 | | | 13 | |
No score(1) | — | | | — | | | — | | | 17 | | | 12 | | | 41 | | | 70 | |
| Total | $ | — | | | $ | — | | | $ | 10 | | | $ | 182 | | | $ | 133 | | | $ | 269 | | | $ | 594 | |
| | | | | | | | | | | | | |
| Current period gross write-offs | $ | — | | | $ | — | | | $ | — | | | $ | 5 | | | $ | 3 | | | $ | 7 | | | $ | 15 | |
(1)Timeshare financing receivables without a FICO score are primarily related to foreign borrowers.
As of March 31, 2026 and December 31, 2025, we had ceased accruing interest on acquired timeshare financing receivables with an aggregate principal balance of $153 million and $152 million. The following tables detail an aged analysis of our gross timeshare receivables balance:
| | | | | | | | | | | | | | | | | | | | | | | |
| Acquired - Securitized |
| March 31, 2026 |
| ($ in millions) | Legacy-Diamond | | Legacy-Grand Islander | | Legacy-Bluegreen | | Total |
| Current | $ | 51 | | | $ | 60 | | | $ | 213 | | | $ | 324 | |
| 31 - 90 days past due | 2 | | | — | | | 7 | | | 9 | |
| 91 - 120 days past due | 1 | | | — | | | 4 | | | 5 | |
| 121 days and greater past due | — | | | — | | | 1 | | | 1 | |
| Total | $ | 54 | | | $ | 60 | | | $ | 225 | | | $ | 339 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Acquired - Unsecuritized |
| March 31, 2026 |
| ($ in millions) | Legacy-Diamond | | Legacy-Grand Islander | | Legacy-Bluegreen | | Total |
| Current | $ | 24 | | | $ | 27 | | | $ | 52 | | | $ | 103 | |
| 31 - 90 days past due | 2 | | | 1 | | | 2 | | | 5 | |
| 91 - 120 days past due | — | | | — | | | 1 | | | 1 | |
| 121 days and greater past due | 70 | | | 12 | | | 64 | | | 146 | |
| Total | $ | 96 | | | $ | 40 | | | $ | 119 | | | $ | 255 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Acquired - Securitized |
| December 31, 2025 |
| ($ in millions) | Legacy-Diamond | | Legacy-Grand Islander | | Legacy-Bluegreen | | Total |
| Current | $ | 49 | | | $ | 66 | | | $ | 242 | | | $ | 357 | |
| 31 - 90 days past due | 1 | | | — | | | 8 | | | 9 | |
| 91 - 120 days past due | — | | | — | | | 6 | | | 6 | |
| 121 days and greater past due | 1 | | | — | | | — | | | 1 | |
| Total | $ | 51 | | | $ | 66 | | | $ | 256 | | | $ | 373 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Acquired - Unsecuritized |
| December 31, 2025 |
| ($ in millions) | Legacy-Diamond | | Legacy-Grand Islander | | Legacy-Bluegreen | | Total |
| Current | $ | 36 | | | $ | 31 | | | $ | 58 | | | $ | 125 | |
| 31 - 90 days past due | 2 | | | 1 | | | 3 | | | 6 | |
| 91 - 120 days past due | 1 | | | — | | | 1 | | | 2 | |
| 121 days and greater past due | 69 | | | 22 | | | 52 | | | 143 | |
| Total | $ | 108 | | | $ | 54 | | | $ | 114 | | | $ | 276 | |
NOTE 6: INVENTORY
Inventory was comprised of the following:
| | | | | | | | | | | |
| ($ in millions) | March 31, 2026 | | December 31, 2025 |
| Completed unsold VOIs | $ | 2,075 | | | $ | 2,026 | |
| Construction in process | 465 | | | 495 | |
| Land, infrastructure and other | 1 | | | 1 | |
| Total | $ | 2,541 | | | $ | 2,522 | |
The table below presents cost of sales true-ups relating to VOI products and the related impacts to the carrying value of inventory and cost of VOI sales:
| | | | | | | | | | | |
| Three Months Ended March 31, |
| ($ in millions) | 2026 | | 2025 |
Cost of sales true-up(1) | $ | 11 | | | $ | 17 | |
(1)For the three months ended March 31, 2026, and 2025, the cost of sales true-up decreased cost of VOI sales and increased inventory.
NOTE 7: CONSOLIDATED VARIABLE INTEREST ENTITIES
The activities of these entities are limited primarily to purchasing qualifying non-recourse timeshare financing receivables from us and issuing debt securities and/or borrowing under a debt facility to facilitate such purchases. The timeshare financing receivables held by these entities are not available to our creditors and are not our legal assets, nor is the debt that is securitized through these entities a legal liability to us.
We have determined that we are the primary beneficiaries of these VIEs as we have the power to direct the activities that most significantly affect their economic performance. We are the servicer of these timeshare financing receivables, and we often replace or repurchase timeshare financing receivables that are in default at their outstanding principal amounts. Additionally, we have the right to receive benefits that could be significant to them. Only the assets of our VIEs are available to settle the obligations of the respective entities.
Our condensed consolidated balance sheets included the assets and liabilities of these entities, which primarily consisted of the following:
| | | | | | | | | | | |
| ($ in millions) | March 31, 2026 | | December 31, 2025 |
| Restricted cash | $ | 105 | | | $ | 142 | |
| Timeshare financing receivables, net | 2,501 | | | 2,435 | |
| Non-recourse debt, net | 2,531 | | | 2,690 | |
The following table shows the interest income and expense recognized as a result of our involvement with these VIEs during the three months ended March 31, 2026. These amounts are included within Financing revenue and Financing expense in the unaudited condensed consolidated statement of income.
| | | | | |
| ($ in millions) | |
| Interest income | $ | 96 | |
| Interest expense | 28 | |
| Debt issuance cost amortization | 3 | |
| Administrative expenses | 2 | |
Cash paid for interest associated with our non-recourse debt was $29 million and $26 million for the three months ended March 31, 2026 and 2025. See our unaudited condensed consolidated statements of cash flows for additional information related to borrowings and payments on our Non-recourse debt.
NOTE 8: INVESTMENTS IN UNCONSOLIDATED AFFILIATES
As of March 31, 2026 and December 31, 2025, we had ownership interests in BRE Ace LLC and 1776 Holding LLC, which are VIEs. We do not consolidate BRE Ace LLC and 1776 Holding LLC because we are not the primary beneficiary. These two unconsolidated affiliates have aggregated debt balances of $359 million and $400 million as of March 31, 2026 and December 31, 2025. The debt is secured by their assets and is without recourse to us. Our maximum exposure to loss as a result of our investment interests in the two unconsolidated affiliates is primarily limited to (i) the carrying amount of the investments, which totaled $68 million and $63 million as of March 31, 2026 and December 31, 2025, and (ii) receivables for commission and other fees earned under fee-for-service arrangements. See Note 15: Related Party Transactions for additional information.
During the three months ended March 31, 2026, we received a cash distribution of $1 million from our investment in 1776 Holding LLC.
For these VIEs, our investment interests are included in the condensed consolidated balance sheets as Investments in unconsolidated affiliates, and equity earned is included in the unaudited condensed consolidated statements of income as Equity in earnings from unconsolidated affiliates.
NOTE 9: INTANGIBLE ASSETS
Intangible assets and related accumulated amortization were as follows:
| | | | | | | | | | | | | | | | | |
| March 31, 2026 |
| ($ in millions) | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
| Trade name | $ | 48 | | | $ | (28) | | | $ | 20 | |
| Management contracts | 1,869 | | | (634) | | | 1,235 | |
| Club member relationships | 174 | | | (97) | | | 77 | |
| Capitalized software | 361 | | | (234) | | | 127 | |
Marketing agreements | 154 | | | (25) | | | 129 | |
Other contract-related intangible assets | 50 | | | (11) | | | 39 | |
| Total | $ | 2,656 | | | $ | (1,029) | | | $ | 1,627 | |
| | | | | |
| December 31, 2025 |
| ($ in millions) | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
| Trade name | $ | 48 | | | $ | (27) | | | $ | 21 | |
| Management contracts | 1,869 | | | (605) | | | 1,264 | |
| Club member relationships | 174 | | | (93) | | | 81 | |
| Capitalized software | 349 | | | (217) | | | 132 | |
Marketing agreements | 154 | | | (22) | | | 132 | |
Other contract-related intangible assets | 50 | | | (10) | | | 40 | |
| Total | $ | 2,644 | | | $ | (974) | | | $ | 1,670 | |
Amortization expense on intangible assets was $55 million and $50 million for the three months ended March 31, 2026 and 2025.
NOTE 10: DEBT AND NON-RECOURSE DEBT
Debt
The following table details our outstanding debt balance and its associated interest rates:
| | | | | | | | | | | | | | | | | |
| ($ in millions) | Interest Rate | | March 31, 2026 | | December 31, 2025 |
Debt(1) | | | | | |
Senior secured credit facility | | | | | |
Term loan A due 2028 | 5.318 | % | | $ | 400 | | | $ | 400 | |
Term loan B due 2028 | 5.668 | % | | 849 | | | 851 | |
Term loan B due 2031 | 5.668 | % | | 884 | | | 887 | |
Revolver due 2030(2) | 5.322 | % | | 345 | | | 130 | |
Senior notes due 2029 | 5.000 | % | | 850 | | | 850 | |
Senior notes due 2031 | 4.875 | % | | 500 | | | 500 | |
Senior notes due 2032 | 6.625 | % | | 900 | | | 900 | |
Other debt | | | 83 | | | 85 | |
| Total debt, gross | | | 4,811 | | | 4,603 | |
Less: unamortized deferred financing costs and discounts(3) | | | (54) | | | (58) | |
| Total debt, net | | | $ | 4,757 | | | $ | 4,545 | |
(1)As of March 31, 2026 and December 31, 2025, weighted-average interest rates on Total debt, gross were 5.649% and 5.691%.
(2)Unamortized deferred financing costs of $3 million as of March 31, 2026 and December 31, 2025 related to our revolving facility are included in Other assets in our condensed consolidated balance sheets.
(3)Amount includes unamortized deferred financing costs of $49 million and $53 million as of March 31, 2026 and December 31, 2025. This amount also includes unamortized original issuance discounts of $5 million as of March 31, 2026 and December 31, 2025.
Senior secured credit facility
As of March 31, 2026, we had $64 million of letters of credit outstanding under the revolving credit facility and $1 million outstanding backed by cash collateral. We were in compliance with all applicable maintenance and financial covenants and ratios as of March 31, 2026. As of March 31, 2026, we have $591 million remaining borrowing capacity under the revolver facility.
We primarily use interest rate swaps as part of our interest rate risk management strategy for our variable-rate debt. These interest rate swaps are associated with the SOFR-based senior secured credit facility. As of March 31, 2026, these interest rate swaps convert the SOFR-based variable rate on our Term Loan B due 2028 to average fixed rates of 1.55% per annum with maturities between 2026 and 2028, for the balance on this borrowing up to the notional values of our interest rate swaps. As of March 31, 2026, the aggregate notional values of the interest rate swaps under our Term Loan B due 2028 was $550 million. Our interest rate swaps have been designated and qualify as cash flow hedges of interest rate risk and recorded at their estimated fair value as an asset in Other assets in our condensed consolidated balance sheets. As of both March 31, 2026 and December 31, 2025, the estimated fair value of our cash flow hedges was $18 million. We characterize payments we make in connection with these derivative instruments as interest expense and a reclassification of accumulated other comprehensive loss for presentation purposes. We classify cash inflows and outflows from derivatives that hedge interest rate risk within operating activities in the unaudited condensed consolidated statements of cash flows.
The following table reflects the activity, net of tax, in Accumulated other comprehensive loss related to our derivative instruments during the three months ended March 31, 2026:
| | | | | |
| Net unrealized gain on derivative instruments |
Balance as of December 31, 2025 | $ | 14 | |
Other comprehensive loss before reclassifications, net | 2 | |
Reclassifications to net income | (2) | |
Balance as of March 31, 2026 | $ | 14 | |
Senior Notes due 2032
The Senior Notes due 2032 are guaranteed on a senior secured basis by certain of our subsidiaries. We were in compliance with all applicable financial covenants as of March 31, 2026.
Senior Notes due 2029 and 2031
The Senior Unsecured Notes are guaranteed on a senior unsecured basis by certain of our subsidiaries. We are in compliance with all applicable financial covenants as of March 31, 2026.
Cash paid for interest on our corporate debt, net was $68 million and $72 million for the three months ended March 31, 2026 and 2025.
Non-recourse Debt
The following table details our outstanding non-recourse debt balance and associated interest rates:
| | | | | | | | | | | | | | | | | |
| ($ in millions) | Weighted Average Interest Rate | | March 31, 2026 | | December 31, 2025 |
Non-recourse debt(1) | | | | | |
Timeshare Facility due 2027 | 5.045 | % | | $ | 700 | | | $ | 615 | |
Securitized Debt due 2033- 2044(2) | 5.017 | % | | 1,858 | | | 2,106 | |
Quorum Purchase Facility due 2034 | 5.023 | % | | 3 | | | 4 | |
NBA Receivables Facility due 2031 | 5.418 | % | | 21 | | | 26 | |
| Total non-recourse debt, gross | | | 2,582 | | | 2,751 | |
Less: unamortized deferred financing costs and discount(3) | | | (30) | | | (35) | |
| Total non-recourse debt, net | | | $ | 2,552 | | | $ | 2,716 | |
(1)As of March 31, 2026 and December 31, 2025, weighted-average interest rates were 5.028% and 5.019%.
(2)Interest rates as of March 31, 2026 range from 1.410% to 6.419%.
(3)Amount includes unamortized deferred financing costs of $26 million and $30 million as of March 31, 2026 and December 31, 2025, and unamortized discounts of $4 million and $5 million as of March 31, 2026 and December 31, 2025.
Timeshare Facility
The Timeshare Facility is a non-recourse obligation payable solely from the pool of timeshare financing receivables pledged as collateral and related assets. The revolving commitment period of the Timeshare Facility terminates in November 2026; however the repayment maturity date extends 12 months beyond the commitment termination date to November 2027. As of March 31, 2026, our Timeshare Facility has a remaining borrowing capacity of $150 million.
Securitized Debt
We are required to deposit payments received from customers on the timeshare financing receivables securing the Timeshare Facility and Securitized Debt into depository accounts maintained by third parties. On a monthly basis, the depository accounts are utilized to make required principal, interest and other payments due under the respective loan agreements. The balances in the depository accounts were $105 million and $142 million as of March 31, 2026 and December 31, 2025, and were included in Restricted cash in our condensed consolidated balance sheets.
NBA Receivables Facility
Recourse on the NBA Receivables Facility is generally limited to the greater of 15% of the outstanding borrowings and $5 million, subject to certain exceptions.
Debt Maturities
The contractual maturities of our debt and non-recourse debt as of March 31, 2026 were as follows:
| | | | | | | | | | | | | | | | | |
| ($ in millions) | Debt | | Non-recourse Debt | | Total |
| Year | | | | | |
| 2026 (remaining nine months) | $ | 18 | | | $ | 364 | | | $ | 382 | |
| 2027 | 22 | | | 1,101 | | | 1,123 | |
| 2028 | 1,257 | | | 312 | | | 1,569 | |
| 2029 | 870 | | | 240 | | | 1,110 | |
| 2030 | 363 | | | 192 | | | 555 | |
| Thereafter | 2,281 | | | 373 | | | 2,654 | |
| Total | $ | 4,811 | | | $ | 2,582 | | | $ | 7,393 | |
NOTE 11: FAIR VALUE MEASUREMENTS
The carrying amounts and estimated fair values of our financial assets and liabilities were as follows:
| | | | | | | | | | | | | | | | | |
| March 31, 2026 |
| | | Fair Value |
| ($ in millions) | Carrying
Amount | | Level 1 | | Level 3 |
| Assets: | | | | | |
Timeshare financing receivables, net | $ | 3,130 | | | $ | — | | | $ | 3,402 | |
| Liabilities: | | | | | |
Debt, net | 4,757 | | | 4,282 | | | 445 | |
Non-recourse debt, net | 2,552 | | | 1,863 | | | 721 | |
| | | | | | | | | | | | | | | | | |
| December 31, 2025 |
| | | Fair Value |
| ($ in millions) | Carrying
Amount | | Level 1 | | Level 3 |
| Assets: | | | | | |
Timeshare financing receivables, net | $ | 3,115 | | | $ | — | | | $ | 3,419 | |
| Liabilities: | | | | | |
Debt, net | 4,545 | | | 4,352 | | | 233 | |
Non-recourse debt, net | 2,716 | | | 2,128 | | | 640 | |
Our estimates of the fair values were determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop the estimated fair values. The table above excludes interest rate swaps discussed below and cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses and other and advanced deposits, all of which had fair values approximating their carrying amounts due to the short maturities and liquidity of these instruments.
The estimated fair values of our Level 3 originated and acquired timeshare financing receivables were determined using a discounted cash flow model. Our model incorporates default rates, coupon rates, credit quality and loan terms respective to the portfolio based on current market assumptions for similar types of arrangements.
The estimated fair values of our Level 2 derivative financial instruments were determined utilizing projected future cash flows discounted based on an expectation of future interest rates derived from observable market interest rate curves and market volatility. See Note 10: Debt and Non-recourse Debt above.
The estimated fair values of our Level 1 debt and non-recourse debt were based on prices in active debt markets. The estimated fair value of our Level 3 debt and non-recourse debt were based on the following:
•Debt – based on indicative quotes obtained for similar issuances and projected future cash flows discounted at risk-adjusted rates.
•Non-recourse debt – based on projected future cash flows discounted at risk-adjusted rates.
NOTE 12: INCOME TAXES
The effective tax rate for the three months ended March 31, 2026 and 2025 was approximately 8% and (55)%. The effective tax rate increase year over year is primarily due to the impact of discrete items relative to the change in overall earnings. The difference between our effective tax rate as compared to the U.S. statutory federal tax rate of 21% is primarily due to discrete tax benefits, partially offset by state and foreign income taxes. Our discrete items are primarily related to unrecognized tax benefits.
Cash paid for income taxes, net of refunds, was $5 million and $63 million for the three months ended March 31, 2026 and 2025.
NOTE 13: SHARE-BASED COMPENSATION
Stock Plan
The 2023 Omnibus Incentive Plan (“2023 Plan”) authorizes the issuance of restricted stock units (“Service RSUs” or “RSUs”), nonqualified stock options (“Options”), and time and performance-vesting restricted stock units (“Performance RSUs” or “PSUs”) to certain employees and directors. As of March 31, 2026, there were 1,225,754 shares of common stock available for future issuance under the 2023 plan. We recognized share-based compensation expense of $10 million and $12 million for the three months ended March 31, 2026 and 2025.
As of March 31, 2026, unrecognized compensation cost for unvested awards was approximately $117 million, which is expected to be recognized over a weighted average period of 1.9 years.
Service RSUs
During the three months ended March 31, 2026, we issued 988,304 Service RSUs with a weighted-average grant date fair value of $42.28, which generally vest in annual installments over three years from the date of grant, subject to the individual’s continued employment through the applicable vesting date.
Options
During the three months ended March 31, 2026, we did not grant any Options. As of March 31, 2026, we had 2,030,322 Options outstanding that were exercisable.
Performance RSUs
During the three months ended March 31, 2026, we issued 489,848 Performance RSUs with a weighted-average grant date fair value of $42.27. The Performance RSUs are settled at the end of a 3-year performance period, with 50% of the Performance RSUs subject to achievement based on the Company’s adjusted earnings before interest expense, taxes and depreciation and amortization, further adjusted for net deferral and recognition of revenues and related direct expenses related to sales of VOIs of projects under construction. The remaining 50% of the Performance RSUs are subject to the achievement of certain contract sales targets.
We determined that the performance conditions for our Performance RSUs are probable of achievement, and we recognized compensation expense based on the number of Performance RSUs we expect to vest.
Employee Stock Purchase Plan
In March 2017, the Board of Directors adopted the Hilton Grand Vacations Inc. Employee Stock Purchase Plan (the “ESPP”), which became effective during 2017 and was subsequently amended in 2022. In connection with the ESPP, we reserved 2.5 million shares of common stock which may be purchased under the ESPP. The ESPP allows eligible employees to purchase shares of our common stock at a price per share not less than 85% of the fair market value per share of common stock on the first day of the Purchase Period or the last day of the Purchase Period, whichever is lower, up to a maximum threshold established by the plan administrator for the offering period. During each of the three months ended March 31, 2026 and 2025, we recognized less than $1 million of compensation expense related to this plan.
NOTE 14: EARNINGS (LOSS) PER SHARE
The following tables present the calculation of our basic and diluted earnings (loss) per share (“EPS”) and the corresponding weighted average shares outstanding referenced in these calculations:
| | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | | | |
| ($ and shares outstanding in millions, except per share amounts) | 2026 | | 2025 | | | | | | | | |
| Basic EPS: | | | | | | | | | | | |
| Numerator: | | | | | | | | | | | |
| Net income (loss) attributable to stockholders | $ | 66 | | | $ | (17) | | | | | | | | | |
| Denominator: | | | | | | | | | | | |
| Weighted average shares outstanding | 81.9 | | | 95.5 | | | | | | | | | |
Basic EPS(1) | $ | 0.81 | | | $ | (0.17) | | | | | | | | | |
| Diluted EPS: | | | | | | | | | | | |
| Numerator: | | | | | | | | | | | |
| Net income (loss) attributable to stockholders | $ | 66 | | | $ | (17) | | | | | | | | | |
| Denominator: | | | | | | | | | | | |
| Weighted average shares outstanding | 83.7 | | | 95.5 | | | | | | | | | |
Diluted EPS(1) | $ | 0.79 | | | $ | (0.17) | | | | | | | | | |
| | | | | | | | | | | |
Basic weighted average shares outstanding | 81.9 | | | 95.5 | | | | | | | | | |
RSUs(2), PSUs(3), Options(4) and ESPP | 1.8 | | | — | | | | | | | | | |
Diluted weighted average shares outstanding | 83.7 | | | 95.5 | | | | | | | | | |
(1)Earnings per share amounts are calculated using whole numbers.
(2) There were no shares of RSUs that would have been anti-dilutive to EPS under the treasury stock method for the three months ended March 31, 2026.
(3) There were no shares of PSUs that would have been anti-dilutive to EPS under the treasury stock method for the three months ended March 31, 2026.
(4) Excludes approximately 594,000 shares of Options that would have been anti-dilutive to EPS under the treasury stock method for the three months ended March 31, 2026. These Options could potentially dilute EPS in the future.
For the three months ended March 31, 2025, 1,307,252 potentially dilutive shares were excluded from the calculation of diluted weighted average shares outstanding and diluted earnings per share as a result of our net loss position.
Share Repurchases
On July 29, 2025, our Board of Directors approved a share repurchase program authorizing us to repurchase up to an aggregate of $600 million of our outstanding shares of common stock over a two-year period (the “2025 Repurchase Plan”.
The following table summarizes stock repurchase activity under the current and previous share repurchase programs as of March 31, 2026:
| | | | | | | | | | | |
| (in millions) | Shares | | Cost |
As of December 31, 2025 | 56 | | | $ | 2,149 | |
| Repurchases | 3 | | | 150 | |
As of March 31, 2026 | 59 | | | $ | 2,299 | |
From April 1, 2026 through April 23, 2026, we repurchased approximately 0.9 million shares for $41 million. As of April 23, 2026, we had $237 million of remaining availability under the 2025 Repurchase Plan.
NOTE 15: RELATED PARTY TRANSACTIONS
BRE Ace LLC and 1776 Holding, LLC
We hold an ownership interest in BRE Ace LLC, a VIE, which owns the Elara timeshare resort property located in Las Vegas, Nevada.
We hold an ownership interest in 1776 Holding, LLC, a VIE, which owns the Liberty Place Charleston timeshare resort property located in Charleston, South Carolina.
We record Equity in earnings from our unconsolidated affiliates in our unaudited condensed consolidated statements of income. See Note 8: Investments in Unconsolidated Affiliates for additional information. Additionally, we earn commissions and other fees related to fee-for-service agreements with the investees to sell VOIs at the Elara and Liberty Place Charleston timeshare resort properties. These amounts are summarized in the following table and are included in Fee-for-service commissions, package sales and other fees on our unaudited condensed consolidated statements of income as of the date they became related parties.
| | | | | | | | | | | |
| Three Months Ended March 31, |
| ($ in millions) | 2026 | | 2025 |
| Equity in earnings from unconsolidated affiliates | $ | 5 | | | $ | 5 | |
| Commissions and other fees | 36 | | | 39 | |
We also had $3 million of outstanding payables and $3 million of outstanding receivables related to these fee-for-service agreements included in Accounts payable, accrued expenses and other and Accounts receivable, net on our condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025, respectively.
Apollo Global Management Inc. (“Apollo”)
As part of the Diamond Acquisition in 2021, Apollo obtained more than 20% of our common stock at the time of the acquisition. During the year ended December 31, 2025, we billed Apollo for $2 million of reimbursable expenses, for which payment was received in January 2026.
NOTE 16: BUSINESS SEGMENTS
We operate our business through the following two reportable segments based on the nature of the products and services provided:
•Real estate sales and financing – We market and sell VOIs that we own. We also source VOIs through fee-for-service agreements with third-party developers. Related to the sales of the VOIs that we own, we provide consumer financing, which includes interest income generated from the origination of consumer loans to customers to finance their purchase of VOIs and revenue from servicing the loans. We also generate fee revenue from servicing the loans provided by third-party developers to purchasers of their VOIs.
•Resort operations and club management – We manage the clubs and earn activation fees, annual dues and transaction fees from member exchanges for other vacation products. We also earn fees for managing the timeshare properties. We generate rental revenue from unit rentals of unsold inventory and inventory made available due to ownership exchanges under our club programs. We also earn revenue from food and beverage, retail and spa outlets at our timeshare properties.
Our chief operating decision maker “CODM” is our Chief Executive Officer. The CODM is our primary decision maker and is responsible for allocating resources to the components of the company and assessing company performance.
The CODM uses Adjusted EBITDA to allocate resources (including employees and financial or capital resources) in the budgeting and forecasting process as well as assess performance and profitability for each segment. The performance of our operating segments, which are also our reportable segments, is evaluated based on adjusted earnings before interest expense (excluding non-recourse debt), taxes, depreciation and amortization (“EBITDA”). We define Adjusted EBITDA as EBITDA, further adjusted to exclude certain items, including, but not limited to, gains, losses and expenses in connection with: (i) other gains and losses, including asset dispositions and foreign currency transactions; (ii) debt restructurings/retirements; (iii) non-cash impairment losses; (iv) share-based and other compensation expenses; and (v) other items, including but not limited to costs associated with acquisitions, restructuring, amortization of premiums and discounts resulting from purchase accounting, and other non-cash and one-time charges.
We do not include equity in earnings from unconsolidated affiliates in our measures of segment operating performance.
The table below presents revenues for our reportable segment results reconciled to consolidated amounts:
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| ($ in millions) | 2026 | | 2025 | | | | |
| Revenues: | | | | | | | |
| Real estate sales and financing | $ | 754 | | | $ | 645 | | | | | |
Resort operations and club management(1) | 402 | | | 391 | | | | | |
| Total segment revenues | 1,156 | | | 1,036 | | | | | |
| Cost reimbursements | 149 | | | 133 | | | | | |
Intersegment eliminations(1) | (20) | | | (21) | | | | | |
| Total revenues | $ | 1,285 | | | $ | 1,148 | | | | | |
(1)Includes charges to the Real estate sales and financing segment from the Resort operations and club management segment for fulfillment of discounted marketing package stays at resorts. We account for intersegment revenues as if they were sales to third parties at current market prices.
The following tables present Adjusted EBITDA for our reportable segments:
| | | | | | | | | | | | | | | | | | | | |
| ($ in millions) | | | | | | |
For the three months ended March 31, 2026 | Real Estate and Financing | | Resort Operations and Club Management | | Total | |
| Revenues from external customers | $ | 754 | | | $ | 382 | | | $ | 1,136 | | |
| Intersegment revenues | — | | | 20 | | | 20 | | |
| Total segment revenues | 754 | | | 402 | | | 1,156 | | (a) |
| Less: | | | | | | |
Cost of VOI sales | 45 | | | — | | | 45 | | |
| Selling expense | 181 | | | — | | | 181 | | |
| Marketing expense | 239 | | | — | | | 239 | | |
| Financing expense | 51 | | | — | | | 51 | | |
| Club expense | — | | | 22 | | | 22 | | |
| Property management expense | — | | | 37 | | | 37 | | |
| Rental expense | — | | | 204 | | | 204 | | |
| Other expenses | 17 | | | 12 | | | 29 | | |
| Total segment expenses | 533 | | (b) | 275 | | (c) | 808 | | |
| Other: | | | | | | |
| Share-based compensation expense | 4 | | | 1 | | | 5 | | |
| Other segment adjustment items | 6 | | | — | | | 6 | | (d) |
| Intersegment elimination | (20) | | | — | | | (20) | | (a) |
| Segment Adjusted EBITDA | $ | 211 | | | $ | 128 | | | $ | 339 | | |
| | | | | | | | | | | | | | | | | | | | |
| ($ in millions) | | | | | | |
For the three months ended March 31, 2025 | Real Estate and Financing | | Resort Operations and Club Management | | Total | |
| Revenues from external customers | $ | 645 | | | $ | 370 | | | $ | 1,015 | | |
| Intersegment revenues | — | | | 21 | | | 21 | | |
| Total segment revenues | 645 | | | 391 | | | 1,036 | | (a) |
| Less: | | | | | | |
Cost of VOI sales | 25 | | | — | | | 25 | | |
| Selling expense | 195 | | | — | | | 195 | | |
| Marketing expense | 230 | | | — | | | 230 | | |
| Financing expense | 55 | | | — | | | 55 | | |
| Club expense | — | | | 20 | | | 20 | | |
| Property management expense | — | | | 34 | | | 34 | | |
| Rental expense | — | | | 195 | | | 195 | | |
| Other expenses | — | | | 11 | | | 11 | | |
| Total segment expenses | 505 | | (b) | 260 | | (c) | 765 | | |
| Other: | | | | | | |
| Share-based compensation expense | 4 | | | 2 | | | 6 | | |
| Other segment adjustment items | 10 | | | — | | | 10 | | (d) |
| Intersegment elimination | (21) | | | — | | | (21) | | (a) |
| Segment Adjusted EBITDA | $ | 133 | | | $ | 133 | | | $ | 266 | | |
(a) Includes charges to the Real estate sales and financing segment from the Resort operations and club management segment for fulfillment of discounted marketing package stays at resorts. We account for intersegment revenues as if they were sales to third parties at current market prices.
(b) Consists of Costs of VOI sales, Sales and Marketing, and Financing expense on the unaudited condensed consolidated statements of income.
(c) Consists of Resort and club management and Rental and ancillary services expense on the unaudited condensed consolidated statements of income.
(d) Consists of costs associated with restructuring, one-time charges, other non-cash items, and for the Real Estate and Financing Segment, amortization of fair value premiums and discounts resulting from purchase accounting.
The following table presents Adjusted EBITDA for our reportable segments reconciled to net income and net income attributable to stockholders:
| | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | | |
| ($ in millions) | 2026 | | 2025 | | | | |
| Adjusted EBITDA: | | | | | | | |
Real estate sales and financing(1) | $ | 211 | | | $ | 133 | | | | | |
Resort operations and club management(1) | 128 | | | 133 | | | | | |
| Segment Adjusted EBITDA | 339 | | | 266 | | | | | |
| Acquisition and integration-related expense | (12) | | | (28) | | | | | |
| General and administrative | (49) | | | (46) | | | | | |
| Depreciation and amortization | (71) | | | (67) | | | | | |
| License fee expense | (53) | | | (49) | | | | | |
Other (loss) gain, net | (1) | | | 6 | | | | | |
| Interest expense | (73) | | | (77) | | | | | |
| Income tax expense | (6) | | | (6) | | | | | |
| Equity in earnings from unconsolidated affiliates | 5 | | | 5 | | | | | |
| | | | | | | |
Other adjustment items(2) | (11) | | | (16) | | | | | |
Net income (loss) | 68 | | | (12) | | | | | |
| Net income attributable to noncontrolling interest | 2 | | | 5 | | | | | |
Net income (loss) attributable to stockholders | $ | 66 | | | $ | (17) | | | | | |
(1)Includes intersegment transactions. Refer to our table presenting revenues by reportable segment above for additional discussion.
(2)These amounts include costs associated with share-based compensation, restructuring, one-time charges and other non-cash items included within our reportable segments.
The following table presents total assets for our reportable segments, reconciled to consolidated amounts:
| | | | | | | | | | | |
| ($ in millions) | March 31, 2026 | | December 31, 2025 |
| Real estate sales and financing | $ | 7,830 | | | $ | 7,807 | |
| Resort operations and club management | 3,459 | | | 3,140 | |
| Total segment assets | 11,289 | | | 10,947 | |
| Corporate | 646 | | | 590 | |
| Total assets | $ | 11,935 | | | $ | 11,537 | |
The following table presents capital expenditures for property and equipment (including inventory and leases) for our reportable segments, reconciled to consolidated amounts:
| | | | | | | | | | | |
| Three Months Ended March 31, |
| ($ in millions) | 2026 | | 2025 |
| Real estate sales and financing | $ | 23 | | | $ | 58 | |
| Resort operations and club management | — | | | — | |
Total segment capital expenditures | 23 | | | 58 | |
| Corporate | 5 | | | 16 | |
Total capital expenditures | $ | 28 | | | $ | 74 | |
NOTE 17: COMMITMENTS AND CONTINGENCIES
Bass Pro Shops Marketing Agreement Commitments
In November 2023, we entered into a 10-year exclusive marketing agreement with Bass Pro Shops (“Bass Pro”), a nationally-recognized retailer of fishing, marine, hunting, camping and sports gear, that provides us with the right to market and sell vacation packages at kiosks in Bass Pro’s and Cabela’s retail locations and through other means. This agreement became effective on the Bluegreen Acquisition Date. As a part of this agreement, we are required to make certain minimum annual payments and certain variable payments based upon the number of travel packages sold during the year or the number of Bass Pro and Cabela’s retail locations HGV maintains during the year.
As of March 31, 2026, HGV had sales and marketing operations at a total of 144 Bass Pro Shops and Cabela’s Stores, including 7 virtual kiosks.
Other Commitments
We have fulfilled certain arrangements with developers where we were committed to purchase vacation ownership units or other real estate at a future date to be marketed and sold under our Hilton Grand Vacations brand. As of March 31, 2026, we were committed to purchase approximately $212 million of inventory over a period of 9 years and $42 million of other commitments in the normal course of business. The actual amount and timing of the acquisitions are subject to change pursuant to the terms of the respective arrangements, which could also allow for cancellation in certain circumstances.
During the three months ended March 31, 2026, we fulfilled $14 million of purchases required under our inventory commitments. As of March 31, 2026, our remaining obligations pursuant to these arrangements were expected to be incurred as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ($ in millions) | 2026 (remaining) | | 2027 | | 2028 | | 2029 | | 2030 | | Thereafter | | Total |
| | | | | | | | | | | | | |
Marketing and license fee agreements | $ | 28 | | | $ | 38 | | | $ | 38 | | | $ | 38 | | | $ | 39 | | | $ | 95 | | | $ | 276 | |
Inventory purchase obligations(1)(2)(3) | 7 | | | 8 | | | 53 | | | 44 | | | 66 | | | 34 | | | 212 | |
Other commitments(4) | 9 | | | 6 | | | 4 | | | 5 | | | 1 | | | 17 | | | 42 | |
| Total | $ | 44 | | | $ | 52 | | | $ | 95 | | | $ | 87 | | | $ | 106 | | | $ | 146 | | | $ | 530 | |
(1)Commitments for properties in New York and Tennessee.
(2)For the property in New York, the payments are subject to the seller obtaining the inventory and providing clear title.
(3)For the property in Tennessee, we have the option to extend the full purchase of inventory up to 2033 pursuant to the terms of the purchase agreement.
(4)Primarily relates to commitments related to information technology and sponsorships.
Litigation Contingencies
We are involved in litigation arising from the normal course of business, some of which includes claims for substantial sums. We evaluate these legal proceedings and claims at each balance sheet date to determine the degree of probability of an unfavorable outcome and, when it is probable that a liability has been incurred, our ability to reasonably estimate the amount of loss. We record a contingent litigation liability when it is determined that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. As of both March 31, 2026 and December 31, 2025, we accrued liabilities of approximately $8 million, respectively, for all legal matters.
While we currently believe that the ultimate outcome of these proceedings, individually and in the aggregate, will not have a material effect on the Company’s financial condition, cash flows, or materially adversely affect overall trends in our results of operations, legal proceedings are inherently uncertain and unfavorable rulings could, individually or in aggregate, have a material adverse effect on the Company’s business, financial condition or results of operations.
Surety Bonds
We utilize surety bonds related to the sales of VOIs in order to meet regulatory requirements of certain states. The availability, terms and conditions and pricing of such bonding capacity are dependent on, among other things, continued financial strength and stability of the insurance company affiliates providing the bonding capacity, general availability of such capacity and our corporate credit rating. We have commitments from surety providers in the amount of $400 million as of March 31, 2026, that primarily consist of escrow and subsidy related bonds.
NOTE 18: SUBSEQUENT EVENTS
On April 16, 2026, we completed a $500 million securitization of timeshare loans through Hilton Grand Vacations Trust 2026-1 with an overall weighted average interest rate of 5.13% and an overall advance rate of 98%. The proceeds will be used to pay down debt and for other general corporate purposes.
On April 24, 2026, we entered into an asset purchase agreement to dispose of our interests in certain properties for the purpose of optimizing the overall quality of our resort portfolio. The proposed disposition is expected to close no later than the end of the third quarter of 2026, subject to customary closing conditions pursuant to the terms of the agreement.
On April 29, 2026, we completed the acquisition of the remaining 75% ownership interest that we did not previously own in BRE Ace LLC, which owns the Elara timeshare resort, from BRE Ace Holdings LLC, pursuant to a purchase agreement that we entered into on April 15, 2026. The purchase price was $129 million and is subject to certain post-closing adjustments based on the terms and conditions of the purchase agreement.