HGV Hilton Grand Vacations Inc. - 8-K

Item 1.01.

Entry into a Material Definitive Agreement.

On June 2, 2026, 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 5,000,000 shares of the Company’s common stock, $0.01 par value per share (“Common Stock”), and, at the option of the Underwriters, up to an additional 750,000 shares of Common Stock. The Offering and
the Share Repurchase (as defined below) are expected to close on June 4, 2026.

The Company has agreed to purchase 750,000 shares of Common Stock from the Underwriters as part of the Offering (the “Share Repurchase”). The Share Repurchase
will be made under a share repurchase plan 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 June 2, 2026 and filed with the Securities and Exchange Commission
on June 2, 2026 and final prospectus supplement, dated June 2, 2026 and filed with the Securities and Exchange Commission on June 4, 2026. 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.

Item 9.01.

Financial Statements and Exhibits.

(d)   Exhibits.

Exhibit No.

Description

1.1

Underwriting Agreement, dated June 2, 2026 , by and among
Hilton Grand Vacations Inc., certain stockholders named therein and Wells Fargo Securities, LLC, as Representative of the Underwriters named therein.

104

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