Wang Mark D 4

What Happened

• Mark D. Wang, Chief Executive Officer of Hilton Grand Vacations (HGV), converted/settled performance share units into 80,340 shares on 2026-02-20 (40,387 + 39,953 shares). The conversions were recorded at $0.00 per share (these were performance awards, not open-market purchases).
• To satisfy tax withholding, 12,803 and 15,722 shares (total 28,525 shares) were withheld/disposed at $48.54 per share, producing proceeds of $621,458 and $763,146 respectively (total ~$1,384,604). Net shares issued to Wang after withholding: 51,815 shares.

Key Details

• Transaction date: February 20, 2026; Form 4 filed February 24, 2026 (filed within the standard two-business-day reporting window).
• Prices/values: Withheld/disposed shares priced at $48.54 each; total withholding value ≈ $1,384,604.
• Shares retained: Net +51,815 shares to Wang after tax withholding (80,340 acquired less 28,525 withheld).
• Footnotes:
  • The shares were earned in settlement of performance share units under HGV’s omnibus incentive plans (performance periods ending 12/31/2025) (F1, F4).
  • Withheld shares represent tax withholding to satisfy tax obligations on the awards (F3, F5).
  • Form notes beneficial ownership calculations include small ESPP purchases (325 shares on 6/30/2025 and 289 shares on 12/31/2025) furnished by the plan administrator (F2).
• Transaction codes: M = exercise/conversion of derivative (here, settlement of PSUs); F = shares withheld/used to satisfy tax liability.

Context

• This was a settlement of performance awards (not a market buy or an intentional open‑market sale). The withholding of shares to cover taxes is a routine administrative step (a form of cashless settlement) and is common when equity awards vest.
• The filing appears timely; there is no indication here of a late report. As always, award settlements and withholding are administrative and do not, by themselves, signal the insider’s market views.