Hilton Grand Vacations (HGV) risk factors, FY2025 10-K

Hilton Grand Vacations's FY2025 10-K, filed Feb 26, 2026, lists 70 risk factors in 9 groups. Against the prior year's 68: 14 new, 12 dropped, 22 substantially reworded.

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Risk factors listed
709 groups
New this year
14vs 68 last year
Dropped
12since the prior 10-K
Substantially reworded
22of those kept
Section length
20k wordsItem 1A

What the changes say

  • Integration of Diamond and Bluegreen businesses drives new risks around rebranding targets, partnership dependencies, and potential liabilities.
  • Expansion brings heightened scrutiny on data privacy regulations, social media reputation, and employee retention challenges.

What changed since the prior 10-K

New

  • NewRisks Related to Our Industry

    options generally offered by the lodging and travel industry (e.g., hotels, resorts, home and apartment sharing services, and condominium rentals) and other options such as cruises and alternative travel options like travel clubs

    Competition from traditional lodging, home and apartment sharing services, travel clubs, and timeshare resale companies could reduce demand or prices for our vacation ownership interests.

  • NewRisks Related to the Operation of Our Business

    may turn out to be less compatible with our growth and operational strategy than originally anticipated. The occurrence of any of these events could adversely affect our business, financial condition and results of operations

    Collaborations with Hilton and other partners may fail to gain member acceptance, prove unprofitable, or expose us to risks from a lack of sole decision-making authority.

  • NewRisks Related to the Operation of Our Business

    targeted our employees. Our compensation arrangements may not always be successful in attracting new employees and retaining and motivating our existing employees, and we may need to increase compensation in order to maintain our workforce

    Intense competition for talent and difficulties in preserving corporate culture could increase employee turnover and constrain our business expansion.

  • NewRisks Related to the Sale of VOIs

    counterparties do not perform as expected and we do not have access to the expected inventory or obtain access to inventory from alternative sources on a timely basis, our ability to achieve sales goals may be adversely affected

    Counterparty failures could reduce our access to vacation ownership inventory, thereby lowering financing, fee, and rental revenues.

  • NewRisks Related to Technology and Cybersecurity

    costs associated with our management of social media content regarding our products and services could have a material adverse effect on VOI sales, revenues and our operating results

    Negative online reviews and social media criticism of the timeshare industry can harm our reputation and reduce sales.

  • NewRisks Related to Technology and Cybersecurity

    We are subject to data privacy laws in many jurisdictions and may be unable to comply with these requirements

    Compliance with international and domestic data privacy laws, such as the EU GDPR, could increase our costs and result in significant sanctions if violated.

  • NewRisks Related to Our Acquisitions

    We continue to integrate the Diamond and Bluegreen businesses. The completion of the integration processes for each business could ultimately take longer than anticipated and/or could be more difficult than anticipated due to a number of reasons

    Integrating the Diamond and Bluegreen businesses may take longer and prove more difficult due to differing cultures, system disruptions, and loss of key employees.

  • NewRisks Related to Our Acquisitions

    Our ability to successfully integrate the Diamond and Bluegreen businesses depends on our compliance with the Hilton license agreement

    Failure to meet annual room rebranding targets under the Hilton license agreement could trigger escalated royalty fees or prohibit sales of HGV Max.

  • NewRisks Related to Our Acquisitions

    We have incurred, and may continue to incur, substantial costs and expenses related to the Diamond and Bluegreen acquisitions

    We have incurred substantial costs integrating Diamond and Bluegreen and may face unknown legal, tax, or environmental liabilities from the acquired businesses.

  • NewRisks Related to Our Acquisitions

    We may not be able to fully realize the expected benefits of key partnerships we assumed as part of the Bluegreen Acquisition

    We may not fully realize expected benefits from Bluegreen's marketing partnerships, such as the ten-year exclusive agreement with Bass Pro Shops.

  • NewRisks Related to Our Acquisitions

    strategic relationship, subject to any limitations or requirements set forth in the Hilton license agreement, to grow our business

    If Bluegreen's assumed marketing arrangements generate insufficient prospects or are terminated, our anticipated revenue growth may not occur.

  • NewRisks Related to Ownership of Our Common Stock

    directors then in office and establish advance notice requirements for nominations for elections to our board or for proposing matters that can be acted upon by stockholders at stockholder meetings

    Delaware law and our organizational documents contain anti-takeover provisions that could discourage or prevent a change in control transaction.

  • NewRisks Related to the Spin-Off

    Pursuant to the Distribution Agreement, we agreed to indemnify each of Hilton and Park from certain liabilities. Indemnities that we may be required to provide Hilton and/or Park may be significant and could negatively affect our business

  • NewRisks Related to the Spin-Off

    Indemnities of Hilton and Park may not be sufficient to insure us against the full amount of the liabilities assumed by Hilton and Park

Dropped

  • DroppedRisks Related to Our Industry

    We are subject to business, financial and operating risks inherent to the timeshare and hospitality industry, any of which could reduce our revenues and limit opportunities for growth

  • DroppedRisks Related to Our Industry

    Any pandemic, epidemic and related events may have a material adverse effect on our business, financial condition and results of operations

  • DroppedRisks Related to the Sale of VOIs

    terms and conditions and pricing of such bonding capacity are unacceptable to us, our business could be negatively affected

    Inherent industry risks like supply and demand changes and securitization ability.

  • DroppedRisks Related to the Integration of Diamond

    Our ability to successfully integrate the Diamond business depends on our compliance with the license agreement and ability to meet certain targets under the rebrand plan

  • DroppedRisks Related to the Integration of Diamond

    Interests in the acquired Diamond resorts are offered through a trust system, which is subject to a number of regulatory and other requirements

    Pandemic and epidemic impacts such as COVID-19 related closures.

  • DroppedRisks Related to the Integration of Bluegreen

    We may not be able to successfully and timely complete the integration of Bluegreen and many of the anticipated benefits of combining us and Bluegreen may not be realized

  • DroppedRisks Related to the Integration of Bluegreen

    Our ability to integrate the Bluegreen business depends on our compliance with the Hilton license agreement, including the separate operations provisions and certain prohibitions on doing business with competitors

  • DroppedRisks Related to the Integration of Bluegreen

    We incurred substantial transaction costs in connection with the Bluegreen Acquisition

  • DroppedRisks Related to the Integration of Bluegreen

    We and Bluegreen may be subject to complaints, litigation or reputational harm due to dissatisfaction with, or concerns related to, the acquisition from our current owners

  • DroppedRisks Related to the Integration of Bluegreen

    Our future results will suffer if we do not effectively manage our expanded operations and integrate Bluegreen

  • DroppedRisks Related to the Integration of Bluegreen

    Bluegreen may have liabilities that exceed our estimates, and any such liabilities could adversely affect our financial results and condition

  • DroppedRisks Related to Ownership of Our Common Stock

    be unavailable to us. In addition, Apollo may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investments, even though such transactions might involve risks to you

Reworded

  • 100% rewrittenRisks Related to Our Acquisitions

    We may not be able to integrate the acquired Diamond and Bluegreen businesses successfully

    Updated to combine integration risks for both the acquired Diamond and Bluegreen businesses instead of focusing solely on Diamond.

    Was: We may not be able to integrate the acquired Diamond business successfully

  • 92% rewrittenRisks Related to Our Industry

    We operate in a highly competitive industry

    Truncated text describing vacation rental and lodging competitors.

  • 89% rewrittenRisks Related to Technology and Cybersecurity

    A failure to keep pace with developments in technology could impair our operations, competitive position or reputation

    Retained core technology and system risk language with minor stylistic edits.

  • 89% rewrittenRisks Related to the Operation of Our Business

    We may experience financial and operational risks in connection with acquisitions and other opportunistic business ventures

    Added a concluding clause referencing potential operational strategy incompatibilities for future acquisitions.

  • 85% rewrittenRisks Related to the Spin-Off

    We could be required to assume responsibility for obligations allocated to Hilton or Park under the Distribution Agreement or Tax Matters Agreement or could have indemnification obligations under such agreements

    Added language covering agreed percentages of possible shared liabilities under the Distribution and Tax Matters Agreements.

    Was: We could be required to assume responsibility for obligations allocated to Hilton or Park under the Distribution Agreement

  • 80% rewrittenRisks Related to the Operation of Our Business

    We rely on highly skilled personnel and, if we are unable to retain or motivate key personnel, hire qualified personnel, or maintain our corporate culture, we may not be able to grow effectively

    Condensed the closing portion regarding management team loss and corporate culture maintenance.

  • 75% rewrittenRisks Related to Ownership of Our Common Stock

    Anti-takeover provisions in our organizational documents and Delaware law might discourage or delay acquisition attempts for us that you might consider favorable

    Shortened the description of restrictions on stockholder action by written consent.

  • 60% rewrittenRisks Related to Our Acquisitions

    Interests in the Bluegreen Club and Diamond Collection are offered through a trust system, which is subject to a number of regulatory and other requirements

    Expanded to cover trust system and point allotment rules for both the Bluegreen Club and US-based Diamond Collections.

    Was: Interests in Bluegreen’s resorts are offered through a trust system, which is subject to a number of regulatory and other requirements

  • 57% rewrittenRisks Related to Our Acquisitions

    We may be subject to complaints, litigation or reputational harm due to dissatisfaction with, or concerns related to, the acquisitions from former Diamond and Bluegreen owners and our pre-acquisition owners

    Was: We may be subject to complaints, litigation or reputational harm due to dissatisfaction with, or concerns related to, the Diamond Acquisition from our and former Diamond owners

  • 53% rewrittenRisks Related to Ownership of Our Common Stock

    Future issuances of common stock by us may cause the market price of our common stock to decline

  • 52% rewrittenRisks Related to the Operation of Our Business

    Our current operations and future expansion outside of the United States make us susceptible to the risks of doing business internationally, which could lower our revenues, increase our costs, reduce our profits or disrupt our business

  • 51% rewrittenRisks Related to the Sale of VOIs

    A decline in developed or acquired VOI inventory may have an adverse effect on our business or results of operations

    Was: A decline in developed or acquired VOI inventory or our failure to enter into and maintain fee-for-service agreements may have an adverse effect on our business or results of operations

  • 44% rewrittenRisks Related to the Spin-Off

    The spin-off and related transactions may expose us to potential liabilities arising out of state and federal fraudulent conveyance laws and legal distribution requirements

  • 40% rewrittenRisks Related to Our Acquisitions

    Our results will suffer if we do not effectively manage our expanded operations resulting from the acquisitions

    Was: Our results will suffer if we do not effectively manage our expanded operations resulting from the Diamond Acquisition

  • 37% rewrittenRisks Related to the Operation of Our Business

    We will rely on Hilton to consent to our use of its trademarks at new properties we manage in the future

  • 36% rewrittenRisks Related to Legal and Regulatory Requirements

    Our resort management activities subject us to a number of laws and regulations, including those that relate to public lodging, food and beverage services, liquor licenses and labor and employment, among others

    Was: Finally, our resort management activities subject us to a number of laws and regulations, including those that relate to public lodging, food and beverage services, liquor licenses and labor and employment, among others

  • 35% rewrittenRisks Related to Ownership of Our Common Stock

    For many reasons, the market price of our common stock has been volatile in the past and may be influenced in the future by a number of factors, including the risks identified in this Annual Report on Form 10-K. These factors may result in short-term or long-term negative pressure on the value of our common stock

  • 32% rewrittenRisks Related to Legal and Regulatory Requirements

    Our business is regulated under a wide variety of laws, regulations and policies in the United States and abroad, and failure to comply with these regulations could adversely affect our business

  • 28% rewrittenRisks Related to Ownership of Our Common Stock

    The interests of one of our significant stockholders, Apollo, may conflict with ours or the interests of our other stockholders. Apollo may sell some, most or all of our shares that it owns, which would cause our stock price to decline

    Was: The interests of one of our stockholders, Apollo, may conflict with ours or yours in the future. In addition, Apollo, which owns a significant number of shares of our common stock, may sell some, most or all of our shares that it owns, which would cause our stock price to decline

  • 24% rewrittenRisks Related to the Sale of VOIs

    Our ability to source VOI inventory and finance VOI sales may be impaired if we or the third-party developers with whom we do business are unable to access capital when necessary

  • 24% rewrittenRisks Related to Our Industry

    Macroeconomic and other factors beyond our control can adversely affect and reduce demand for our products and services

  • 23% rewrittenRisks Related to Legal and Regulatory Requirements

    Failure to comply with laws and regulations applicable to our international operations may increase costs, reduce profits, limit growth or subject us to broader liability

All 70 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Industry

  1. 01Macroeconomic and other factors beyond our control can adversely affect and reduce demand for our products and services24% rewritten
  2. 02Contraction in the global economy or low levels of economic growth could adversely affect our revenues and profitability as well as limit or slow our future growth
  3. 03We operate in a highly competitive industry92% rewritten
  4. 04options generally offered by the lodging and travel industry (e.g., hotels, resorts, home and apartment sharing services, and condominium rentals) and other options such as cruises and alternative travel options like travel clubsNew

Risks Related to the Operation of Our Business

  1. 05We do not own the Hilton brands and our business will be materially harmed if we breach our license agreement with Hilton or it is terminated
  2. 06We will rely on Hilton to consent to our use of its trademarks at new properties we manage in the future37% rewritten
  3. 07Our business depends on the quality and reputation of the Hilton brands and affiliation with the Hilton Honors loyalty program
  4. 08We rely on several critical marketing programs and activities to generate tour flow and contract sales and increase our revenues
  5. 09We may experience financial and operational risks in connection with acquisitions and other opportunistic business ventures89% rewritten
  6. 10may turn out to be less compatible with our growth and operational strategy than originally anticipated. The occurrence of any of these events could adversely affect our business, financial condition and results of operationsNew
  7. 11Our dependence on development activities exposes us to project cost and completion risks
  8. 12Our real estate investments subject us to numerous risks
  9. 13Our current operations and future expansion outside of the United States make us susceptible to the risks of doing business internationally, which could lower our revenues, increase our costs, reduce our profits or disrupt our business52% rewritten
  10. 14We rely on highly skilled personnel and, if we are unable to retain or motivate key personnel, hire qualified personnel, or maintain our corporate culture, we may not be able to grow effectively80% rewritten
  11. 15targeted our employees. Our compensation arrangements may not always be successful in attracting new employees and retaining and motivating our existing employees, and we may need to increase compensation in order to maintain our workforceNew
  12. 16Third-party reservation channels may negatively affect our bookings for room rental revenues
  13. 17Changes to estimates or projections used to assess the fair value of our assets, or operating results that are lower than our current estimates at certain locations, may cause us to incur impairment losses that could adversely affect our results of operations
  14. 18Our insurance policies may not cover all potential losses
  15. 19Our business could be adversely impacted if we have deficiencies in our disclosure controls and procedures, including as a result of the material weakness identified by management

Risks Related to the Sale of VOIs

  1. 20A decline in developed or acquired VOI inventory may have an adverse effect on our business or results of operations51% rewritten
  2. 21counterparties do not perform as expected and we do not have access to the expected inventory or obtain access to inventory from alternative sources on a timely basis, our ability to achieve sales goals may be adversely affectedNew
  3. 22Our ability to source VOI inventory and finance VOI sales may be impaired if we or the third-party developers with whom we do business are unable to access capital when necessary24% rewritten
  4. 23The sale of VOIs in the secondary market by existing members could cause our sales revenues and profits to decline
  5. 24Development of a strong secondary market may also cause a decline in the volume of VOI inventory that we are able to repurchase, which could adversely affect our development margin, as we utilize this low-cost inventory source to supplement our inventory needs and help manage our cost of vacation ownership products
  6. 25If the default rates or other credit metrics underlying our timeshare financing receivables deteriorate, our timeshare financing receivable securitization program could be adversely affected
  7. 26The expiration, termination or renegotiation of our management agreements could adversely affect our cash flows, revenues and profits
  8. 27Fraudulent or illegal activity related to the sale and purchase of timeshares may deter consumers from purchasing our product
  9. 28Increased activity by third-party exit companies' owners may adversely impact our business
  10. 29Disagreements with VOI owners, HOAs and other third parties may result in litigation and/or loss of management contracts
  11. 30Failure of HOA boards to levy sufficient fees, or the failure of members to pay those fees, could lead to inadequate funds to maintain or improve the properties we manage
  12. 31If maintenance fees at our resorts are required to be increased, our product could become less attractive, and our business could be harmed

Risks Related to Technology and Cybersecurity

  1. 32A failure to keep pace with developments in technology could impair our operations, competitive position or reputation89% rewritten
  2. 33costs associated with our management of social media content regarding our products and services could have a material adverse effect on VOI sales, revenues and our operating resultsNew
  3. 34We are subject to data privacy laws in many jurisdictions and may be unable to comply with these requirementsNew

Risks Related to Legal and Regulatory Requirements

  1. 35Our business is regulated under a wide variety of laws, regulations and policies in the United States and abroad, and failure to comply with these regulations could adversely affect our business32% rewritten
  2. 36Our resort management activities subject us to a number of laws and regulations, including those that relate to public lodging, food and beverage services, liquor licenses and labor and employment, among others36% rewritten
  3. 37Changes in privacy law could adversely affect our ability to market our products effectively
  4. 38United States or foreign environmental laws and regulations may cause us to incur substantial costs or subject us to potential liabilities
  5. 39Changes in U.S. federal, state and local or foreign tax law, interpretations of existing tax law, or adverse determinations by tax authorities, could increase our tax burden or otherwise adversely affect our financial condition or results of operations
  6. 40Failure to comply with laws and regulations applicable to our international operations may increase costs, reduce profits, limit growth or subject us to broader liability23% rewritten

Risks Related to Our Indebtedness

  1. 41Certain of our debt agreements and instruments impose significant operating and financial restrictions on us, our restricted subsidiaries and the guarantors of our indebtedness, which may prevent us from capitalizing on business opportunities
  2. 42In addition, our credit agreement related to our senior secured credit facilities contains affirmative covenants that will require us to be in compliance with certain leverage and financial ratios
  3. 43Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase
  4. 44Servicing our indebtedness requires a significant amount of cash. Our ability to generate sufficient cash depends on many factors, some of which are not within our control
  5. 45Our failure to comply with the agreements relating to our outstanding indebtedness could result in an event of default that could materially and adversely affect our results of operations and our financial condition
  6. 46Repayment of our debt is dependent on cash flow generated by our subsidiaries, which may be subject to limitations beyond our control
  7. 47Despite our current level of indebtedness, we may be able to incur substantially more debt and enter into other transactions, which could further exacerbate the risks to our financial condition described above

Risks Related to Our Acquisitions

  1. 48We may not be able to integrate the acquired Diamond and Bluegreen businesses successfully100% rewritten
  2. 49We continue to integrate the Diamond and Bluegreen businesses. The completion of the integration processes for each business could ultimately take longer than anticipated and/or could be more difficult than anticipated due to a number of reasonsNew
  3. 50Our ability to successfully integrate the Diamond and Bluegreen businesses depends on our compliance with the Hilton license agreementNew
  4. 51We have incurred, and may continue to incur, substantial costs and expenses related to the Diamond and Bluegreen acquisitionsNew
  5. 52Our results will suffer if we do not effectively manage our expanded operations resulting from the acquisitions40% rewritten
  6. 53We may be subject to complaints, litigation or reputational harm due to dissatisfaction with, or concerns related to, the acquisitions from former Diamond and Bluegreen owners and our pre-acquisition owners57% rewritten
  7. 54Interests in the Bluegreen Club and Diamond Collection are offered through a trust system, which is subject to a number of regulatory and other requirements60% rewritten
  8. 55We may not be able to fully realize the expected benefits of key partnerships we assumed as part of the Bluegreen AcquisitionNew
  9. 56strategic relationship, subject to any limitations or requirements set forth in the Hilton license agreement, to grow our businessNew

Risks Related to Ownership of Our Common Stock

  1. 57Our board of directors may change significant corporate policies without stockholder approval
  2. 58The interests of one of our significant stockholders, Apollo, may conflict with ours or the interests of our other stockholders. Apollo may sell some, most or all of our shares that it owns, which would cause our stock price to decline28% rewritten
  3. 59Anti-takeover provisions in our organizational documents and Delaware law might discourage or delay acquisition attempts for us that you might consider favorable75% rewritten
  4. 60directors then in office and establish advance notice requirements for nominations for elections to our board or for proposing matters that can be acted upon by stockholders at stockholder meetingsNew
  5. 61Consent requirements in our license agreement with Hilton and other requirements in certain of our other material agreements may have the effect of deterring a potential takeover transaction that otherwise could be in the best interests of our stockholders
  6. 62For many reasons, the market price of our common stock has been volatile in the past and may be influenced in the future by a number of factors, including the risks identified in this Annual Report on Form 10-K. These factors may result in short-term or long-term negative pressure on the value of our common stock35% rewritten
  7. 63Future issuances of common stock by us may cause the market price of our common stock to decline53% rewritten
  8. 64We cannot guarantee that we will repurchase our common stock pursuant to our share repurchase program or that our share repurchase program will enhance long-term shareholder value. Share repurchases could also increase the volatility of the price of our common stock and diminish our cash reserves
  9. 65We have no current plans to pay cash dividends on our common stock, and our indebtedness could limit our ability to pay dividends in the future

Risks Related to the Spin-Off

  1. 66We may be responsible for U.S. federal income tax liabilities that relate to the spin-off
  2. 67The spin-off and related transactions may expose us to potential liabilities arising out of state and federal fraudulent conveyance laws and legal distribution requirements44% rewritten
  3. 68We could be required to assume responsibility for obligations allocated to Hilton or Park under the Distribution Agreement or Tax Matters Agreement or could have indemnification obligations under such agreements85% rewritten
  4. 69Pursuant to the Distribution Agreement, we agreed to indemnify each of Hilton and Park from certain liabilities. Indemnities that we may be required to provide Hilton and/or Park may be significant and could negatively affect our businessNew
  5. 70Indemnities of Hilton and Park may not be sufficient to insure us against the full amount of the liabilities assumed by Hilton and ParkNew

Other Hilton Grand Vacations 10-Ks

  • FY2024 10-K risk factors
    68 risks

    Timeshare operations depend heavily on consumer discretionary spending, macroeconomic conditions, and the Hilton brand license.

    Filed Mar 03, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.