Hilton Grand Vacations Inc.HGV
Hilton Grand Vacations Inc. Stock Compensation Disclosure
SHARE-BASED COMPENSATION
Stock Plan
The 2023 Omnibus Incentive Plan (“2023 Plan”) authorizes the issuance of various stock-based awards to our employees, directors and other service providers, including restricted stock units (“Service RSUs” or “RSUs”), nonqualified stock options (“Options”), and time and performance-vesting restricted stock units (“Performance RSUs” or “PSUs”). As of December 31, 2025, there were 2,613,147 shares of common stock available for future issuance under the 2023 plan. We recognized share-based compensation expense of $62 million, $45 million and $39 million during the years ended December 31, 2025, 2024 and 2023. The total tax benefit recognized related to this compensation was $10 million, $8 million and $6 million for the years ended December 31, 2025, 2024 and 2023. In addition, we withheld common stock shares associated with net share settlements to cover tax withholding obligations upon the vesting or exercise of awards under our employee equity incentive program. For the years ended December 31, 2025, 2024 and 2023, we withheld approximately 207,000, 445,000 and 264,000 shares at a total cost of $9 million, $21 million and $14 million through net share settlements. Shares withheld to cover tax withholding obligations are retired.
As of December 31, 2025, unrecognized compensation cost for unvested awards was $46 million, which is expected to be recognized over a weighted average period of 1.8 years.
On June 30, 2025, the second tranche of the performance cash awards approved by our Board of Directors on March 5, 2024, in connection with the Bluegreen Acquisition vested for certain executive officers and employees based on the level of achievement of pre-established performance goals relating to run rate cost savings following an 18-month performance period that commenced on the Bluegreen Acquisition Date and ended on June 30, 2025.
Service RSUs
Service RSUs 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. Vested Service RSUs generally will be settled for common stock. The grant date fair value is equal to closing stock price on the date of grant. The following table provides information about our Service RSU grants for the last three fiscal years:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Number of shares granted | 999,680 | 717,858 | 537,964 | ||||||||||||||
| Weighted average grant date fair value per share | $ | 40.93 | $ | 44.00 | $ | 48.60 | |||||||||||
| Fair value of shares vested (in millions) | $ | 28 | $ | 26 | $ | 23 | |||||||||||
The following table summarizes the activity of our RSUs during the year ended December 31, 2025:
| Number of Shares | Weighted Average Grant Date Fair Value | ||||||||||
| Outstanding, beginning of period | 1,226,381 | 45.24 | |||||||||
| Granted | 999,680 | 40.93 | |||||||||
| Vested | (629,800) | 45.17 | |||||||||
| Forfeited | (69,002) | 43.15 | |||||||||
| Outstanding, end of period | 1,527,259 | 42.54 | |||||||||
Options
Options generally vest over three years in annual installments from the date of grant, subject to the individual’s continued employment through the applicable vesting date and will terminate 10 years from the date of grant or earlier on
the unvested portion of an individual whose service was terminated. The exercise price is equal to the closing price of the common stock on the date of grant. During the year ended December 31, 2025, we did not grant any Options. The following table provides information about our option grants for the last two fiscal years:
Year Ended December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Number of options granted | 388,084 | 301,215 | |||||||||
| Weighted average exercise price per share | $ | 44.45 | $ | 49.14 | |||||||
| Weighted average grant date fair value per share | $ | 22.63 | $ | 24.78 | |||||||
The weighted-average grant date fair value of each of these options were determined using the Black-Scholes-Merton option-pricing model with the following assumptions: expected volatility is calculated using the historical volatility of our share price; risk-free rate is based on the Treasury Constant Maturity Rate closest to the expected life as of the grant date; and expected term is estimated using the vesting period and contractual term of the Options:
Year Ended December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
Expected volatility | 47.7 | % | 46.8 | % | |||||||
Dividend yield(1) | — | % | — | % | |||||||
Risk-free rate | 4.1% - 4.3% | 4.2 | % | ||||||||
Expected term (in years) | 6.0 | 6.0 | |||||||||
(1)At the date of grant we had no plans to pay dividends during the expected term of these options.
The following table summarizes the activity of our options during the year ended December 31, 2025:
| Number of Shares | Weighted Average Exercise Price Per Share | ||||||||||
| Outstanding, beginning of period | 2,576,978 | $ | 38.24 | ||||||||
| Granted | — | — | |||||||||
| Exercised | (335,444) | 33.20 | |||||||||
| Forfeited, canceled or expired | (42,761) | 45.70 | |||||||||
| Outstanding, end of period | 2,198,773 | 38.87 | |||||||||
| Exercisable, end of period | 1,867,039 | 37.64 | |||||||||
As of December 31, 2025, we had 1,867,039 options outstanding that were exercisable with an aggregate intrinsic value of $14 million and weighted average remaining contractual term of 4.5 years. The intrinsic value of all options exercised during the year was $4.4 million.
Performance RSUs
During the year ended December 31, 2025, we issued 449,308 Performance RSUs with a weighted-average grant date fair value of $41.01. 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.
Compensation expense will be recorded through the end of the performance period if it is deemed probable that the performance goals will be met. If the performance goals are not met, no compensation cost will be recognized and any previously recognized compensation cost will be reversed. 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.
The following table provides information about our Performance RSU grants for the last three fiscal years:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Number of shares granted | 449,308 | 432,286 | 119,887 | ||||||||||||||
| Weighted average grant date fair value per share | $ | 41.01 | $ | 44.40 | $ | 49.14 | |||||||||||
| Fair value of shares vested (in millions) | $ | — | $ | 29 | $ | 8 | |||||||||||
The following table summarizes the activity of our Performance RSUs during the year ended December 31, 2025:
| Number of Shares | Weighted Average Grant Date Fair Value | ||||||||||
| Outstanding, beginning of period | 550,009 | $ | 45.41 | ||||||||
| Granted | 449,308 | 41.01 | |||||||||
Vested | — | — | |||||||||
| Forfeited, canceled or expired | (20,178) | 44.27 | |||||||||
| Outstanding, end of period | 979,139 | 43.41 | |||||||||
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 the years ended December 31, 2025, 2024 and 2023, we issued 404,511, 326,330 and 221,562 shares and recognized $2 million, $2 million and $1 million of compensation expense related to this plan.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Mar 3, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Mar 1, 2023 | |
| 2021 | Mar 1, 2022 | |
| 2020 | Mar 1, 2021 | |
| 2019 | Mar 2, 2020 | |
| 2018 | Feb 28, 2019 | |
| 2017 | Mar 1, 2018 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.