Mathewes Daniel Jason 4

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.