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SHARE-BASED COMPENSATION | 6 Months Ended
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Jun. 30, 2025
Share-Based Payment Arrangement [Abstract] |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION Stock Plan The 2023 Omnibus Incentive Plan (“2023 Plan”) authorizes the issuance of restricted stock units (“Service RSUs” or “RSUs”), nonqualified stock options (“Options”), time and performance-vesting restricted stock units (“Performance RSUs” or “PSUs”), and stock appreciation rights (“SARs”) to certain employees and directors. As of June 30, 2025, there were 2,593,223 shares of common stock available for future issuance under the 2023 plan. We recognized share-based compensation expense of $22 million and $17 million for the three months ended June 30, 2025 and 2024 and $34 million and $26 million for the six months ended June 30, 2025 and 2024. On June 30, 2025, the second tranche of the Performance Cash Awards vested and were payable to certain executive officers and employees. These performance cash awards were included within Acquisition and integration-related expense in our condensed consolidated statements of income. As of June 30, 2025, unrecognized compensation cost for unvested awards was approximately $75 million, which is expected to be recognized over a weighted average period of 1.9 years. Service RSUs During the six months ended June 30, 2025, we issued 969,592 Service RSUs with a weighted-average grant date fair value of $40.85, which vest in annual installments over three years from the date of grant, subject to the individual’s continued employment through the applicable vesting date. Options During the six months ended June 30, 2025, we did not grant any Options. As of June 30, 2025, we had 2,155,115 Options outstanding that were exercisable. Performance RSUs During the six months ended June 30, 2025, we issued 449,308 Performance RSUs with a weighted-average grant date fair value of $41.01. The Performance RSUs are settled at the end of a 3-year performance period, with 50% of the Performance RSUs subject to achievement based on the Company’s adjusted earnings before interest expense, taxes and depreciation and amortization, further adjusted for net deferral and recognition of revenues and related direct expenses related to sales of VOIs of projects under construction. The remaining 50% of the Performance RSUs are subject to the achievement of certain contract sales targets. We determined that the performance conditions for our Performance RSUs are probable of achievement, and we recognized compensation expense based on the number of Performance RSUs we expect to vest. Employee Stock Purchase Plan In March 2017, the Board of Directors adopted the Hilton Grand Vacations Inc. Employee Stock Purchase Plan (the “ESPP”), which became effective during 2017 and was subsequently amended in 2022. In connection with the ESPP, we reserved 2.5 million shares of common stock which may be purchased under the ESPP. The ESPP allows eligible employees to purchase shares of our common stock at a price per share not less than 85% of the fair market value per share of common stock on the first day of the Purchase Period or the last day of the Purchase Period, whichever is lower, up to a maximum threshold established by the plan administrator for the offering period. During the three and six months ended June 30, 2025, we recognized less than $1 million and $1 million of compensation expense related to this plan, respectively. During the three and six months ended June 30, 2024, we recognized less than $1 million of compensation expense related to this plan, respectively.

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