Management Change/Compensation Form 8 K

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the stockholders agreement, dated as of August 2, 2021, by and among Hilton Grand Vacations Inc. (the "Company"), certain investment funds and vehicles managed by affiliates of Apollo Global Management, Inc. (together with its subsidiaries, the "Apollo Investors"), and, for certain limited purposes, Hilton Worldwide Holdings Inc., the Apollo Investors had designated David Sambur and Alex van Hoek (together, the "Apollo Designees") to serve on the Company's board of directors (the "Board"). Pursuant to the stockholders agreement, the Apollo Investors also have the right to designate replacements for the Apollo Designees.

Effective as of August 7, 2024, Mr. van Hoek resigned from the Board. At the request of the Apollo Investors, the Board filled the vacancy with Christine Cahill and appointed Ms. Cahill to serve on the Board effective immediately and until the 2025 annual meeting of the Company's stockholders or until her successor is duly elected and qualified. With her appointment to the Board, Ms. Cahill replaces Mr. van Hoek as an Apollo Designee. In connection with her service as a director, Ms. Cahill will receive non-employee director compensation commensurate with the Apollo Designees, as described in more detail in the Company's definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 19, 2024.

The Board, together with input from the Nominating and Corporate Governance Committee of the Board, determined that Ms. Cahill is not independent due to her senior leadership position with the Apollo Investors and the fact that the Apollo Investors own a significant number of shares of the Company's outstanding common stock. Accordingly, Ms. Cahill has not been appointed to any of the Board's three committees. Other than as noted above, as of the date of her appointment to the Board, Ms. Cahill had no transactions that require disclosure under Item 404(a) of Regulation S-K.

HGV has entered into an indemnification agreement with Ms. Cahill, substantially in the form of the Company's standard form of indemnification agreement. The agreement requires the Company to indemnify the covered individual to the fullest extent permitted by Delaware law against liabilities that may arise by reason of their service to the Company, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing description is not complete and is qualified in its entirety by reference to the full text of the form of indemnification agreement, which has been filed as Exhibit 10.7 to HGV's Annual Report on Form 10-K for the year ended December 31, 2023 and incorporated herein by reference.