Hernandez Carlos 4

What Happened
Carlos Hernandez, Senior Vice President & Chief Accounting Officer of Hilton Grand Vacations (HGV), received 4,641 shares of common stock on Feb 20, 2026 upon settlement/conversion of performance share units (PSUs). To satisfy tax withholding obligations, 1,950 of those shares were withheld by the company and reported as dispositions, generating cash of $94,653 (646 shares for $31,357 and 1,304 shares for $63,296). The acquired shares show $0.00 per-share cost because they were issued on settlement of PSUs rather than purchased.

Key Details

• Transaction date: February 20, 2026 (filed Feb 24, 2026 — timely within SEC 2-business-day window)
• Acquired: 4,641 shares via exercise/conversion of PSUs (codes M) at $0.00 per share
  • 1,445 shares (from 2017 Omnibus plan PSUs)
  • 3,196 shares (from 2023 Omnibus plan PSUs)
• Disposed/withheld: 1,950 shares to cover tax withholding (code F)
  • 646 shares withheld for $31,357
  • 1,304 shares withheld for $63,296
• Net newly issued shares retained by insider: 4,641 acquired minus 1,950 withheld = 2,691 net shares
• Shares owned after transaction: Not disclosed in the provided filing
• Footnotes: F1/F3 = PSUs settled for performance periods (2023–2025 and 2024–2025); F2/F4 = shares withheld to satisfy tax withholding
• Filing timeliness: Report was filed within the typical 2-business-day window (not late)

Context
These transactions are settlements of performance-based equity awards (not open-market buys or voluntary sales). The share withholdings are a routine cashless method the company uses to meet tax obligations when issuing stock from awards; such withholdings are reported as dispositions but do not reflect an open-market sale decision by the insider.