Material Agreement, Financial Obligation (Form 8-K)

On July 17, 2026, Hilton Grand Vacations Inc., a Delaware corporation (the "Company" or "HGV"), Hilton Grand Vacations Parent LLC, a Delaware limited liability company ("Holdings"), Hilton Grand Vacations Borrower LLC, a Delaware limited liability company (the "Borrower"), and certain subsidiaries of the Borrower (such subsidiaries collectively, the "Subsidiary Guarantors"), entered into Amendment No. 10 to the Credit Agreement (the "Amendment"), which amended the Credit Agreement, dated as of August 2, 2021, by and among the Company, Holdings, the Borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto and Wells Fargo Bank, National Association (as successor to Bank of America, N.A.), as administrative agent and collateral agent (the "Credit Agreement"), pursuant to which, among other things, the Borrower incurred a $850.0 million term loan (the "New Term Loan").

Proceeds from the New Term Loan will be used to repay in full outstanding borrowings of approximately $849.0 million under the existing term loan due 2028 and for general corporate purposes.

The New Term Loan constitutes a new term loan under the Credit Agreement and ranks pari passu in right of payment and pari passu in right of security with the remaining existing term loans and revolving facility under the Credit Agreement. The New Term Loan will mature on July 17, 2033 (the "New Term Loan Maturity Date") and is subject to the same affirmative and negative covenants and events of default as the existing remaining term loans under the Credit Agreement.

The New Term Loan bears interest at the same rate as the current Term Loan B due 2028, including, at the Borrower's option, at a rate equal to a margin (which (x) in the case of Base Rate (as defined below) borrowings, equals 1.00% and (y) in the case of Term SOFR (as defined below) borrowings, equals 2.00%) over either (a) a base rate (the "Base Rate") determined by reference to the highest of (1) the administrative agent's prime lending rate, (2) the federal funds effective rate plus 0.50% and (3) Term SOFR for a one-month interest period plus 1.00% or (b) a SOFR rate ("Term SOFR") determined by reference to the forward-looking term SOFR rate published by CME Group Benchmark Administration Limited for the interest period relevant to such borrowing. The New Term Loan is subject to a Term SOFR floor of 0%.

Holdings and the Subsidiary Guarantors will unconditionally guarantee the obligations under the New Term Loan. The obligations are secured by a first-priority security interest in substantially all of the assets of Holdings, the Borrower and the Subsidiary Guarantors (subject to certain exceptions and qualifications).

The Borrower may voluntarily prepay outstanding amounts under the New Term Loan at any time without premium or penalty, other than a 1.00% prepayment premium on voluntary prepayments of the New Term Loan in connection with a repricing transaction on or prior to the six-month anniversary of the borrowing thereof and customary "breakage" costs with respect to Term SOFR loans. The New Term Loan is subject to mandatory prepayment on the same terms, and subject to the same exceptions, as the existing term loans under the Credit Agreement.

The Borrower is required to repay the New Term Loans on the last business day of each fiscal quarter, commencing with the fiscal quarter ending December 31, 2026 and continuing until the fiscal quarter ending immediately prior to the New Term Loan Maturity Date, in quarterly installments in an aggregate principal amount equal to 0.25% of the original principal amount of the New Term Loan. The remaining amount of the New Term Loan will be payable on the New Term Loan Maturity Date.

This summary is qualified in its entirety by reference to the full text of the Amendment, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.