Mathewes Daniel Jason 4
4 · Hilton Grand Vacations Inc. · Filed Feb 24, 2026
Research Summary
AI-generated summary of this filing
HGV CFO Daniel Mathewes Receives Awards; Shares Withheld for Taxes
What Happened
- Daniel (Jason) Mathewes, President & Chief Financial Officer of Hilton Grand Vacations (HGV), had performance share units settle on Feb 20, 2026, resulting in the issuance/conversion of 29,831 shares (8,523 + 21,308) at an exercise/conversion price of $0.00.
- To satisfy tax withholding obligations, the issuer withheld 12,408 shares (3,597 + 8,811) at $48.54 per share, resulting in proceeds/value withheld of $174,598 and $427,686 respectively (total ≈ $602,284). Net shares added to his holdings from the settlement = 17,423 shares.
Key Details
- Transaction date: 2026-02-20; Form 4 filed 2026-02-24 (timely within the two-business-day filing requirement).
- Shares issued/converted: 29,831 total (codes marked M — exercise/conversion of derivatives/settled awards).
- Shares withheld for taxes: 12,408 total (codes marked F — payment of tax liability) at $48.54 per share; total value withheld ≈ $602,284.
- Net increase in holdings from this transaction: 17,423 shares.
- Footnotes: Shares were issued in settlement of performance share units under Hilton Grand Vacations’ omnibus incentive plans for performance periods 2023–2025 and 2024–2025 (F1, F4). The withheld shares satisfied tax withholding requirements (F3, F5). The filing notes prior ESPP purchases (325 shares on 6/30/2025 and 289 shares on 12/31/2025) are included in beneficial ownership disclosures (F2).
- No open-market sale was reported — the “disposed” shares were withheld by the company to cover taxes, not sold on the market.
Context
- These transactions reflect the vesting/settlement of performance-based equity awards (PSUs), not an open-market trade. The exercise/conversion listed at $0.00 indicates issuance upon vesting; withholding to cover tax obligations is routine.
- For retail investors: such award settlements are compensation-related and common for executives. They increase insider ownership (here net +17,423 shares) but do not necessarily signal a discretionary buy or sell decision by the insider.
Insider Transaction Report
Form 4
Mathewes Daniel Jason
See Remarks
Transactions
- Exercise/Conversion
Common Stock
[F1][F2]2026-02-20+8,523→ 182,213 total - Tax Payment
Common Stock
[F3]2026-02-20$48.54/sh−3,597$174,598→ 178,616 total - Exercise/Conversion
Common Stock
[F4]2026-02-20+21,308→ 199,924 total - Tax Payment
Common Stock
[F5]2026-02-20$48.54/sh−8,811$427,686→ 191,113 total
Footnotes (5)
- [F1]Represents shares of common stock earned in connection with the settlement of performance share units previously granted pursuant to the Hilton Grand Vacations Inc. 2017 Omnibus Incentive Plan for the performance period commencing on January 1, 2023 and ending on December 31, 2025. Such shares were earned based on the determination of the Issuer's Compensation Committee as to the satisfaction of the applicable performance metrics.
- [F2]The amount of securities beneficially owned following the reported transaction includes 325 shares acquired on June 30, 2025 at $32.60 per share and 289 shares acquired on December 31, 2025 at $36.65 per share, each under the Issuer's employee stock purchase plan based on information furnished by the administrator of the plan, which transactions are exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3(c) promulgated thereunder.
- [F3]Represents the number of shares of common stock withheld by the Issuer to satisfy tax withholding requirements in connection with the issuance of share of common stock in settlement of performance share units described in footnote (1) above.
- [F4]Represents shares of common stock earned in connection with the settlement of performance share units previously granted pursuant to the Hilton Grand Vacations Inc. 2023 Omnibus Incentive Plan for the performance period commencing on January 17, 2024 and ending on December 31, 2025. Such shares were earned based on the determination of the Issuer's Compensation Committee as to the satisfaction of the applicable performance metrics.
- [F5]Represents the number of shares of common stock withheld by the Issuer to satisfy tax withholding requirements in connection with the issuance of share of common stock in settlement of performance share units described in footnote (4) above.
Signature
/s/ Charles R. Corbin, as Attorney-in-Fact|2026-02-24