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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

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HILTON GRAND VACATIONS INC.

(Exact name of registrant as specified in its charter)

 

 

(Address, including zip code, of Principal Executive Offices)

 

Hilton Grand Vacations Inc.

2023 Omnibus Incentive Plan

(Full title of the plan)

 

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Charles R. Corbin

Senior Executive Vice President, General Counsel and Corporate Operations, and Secretary

Hilton Grand Vacations Inc.

6355 MetroWest Boulevard, Suite 180

Orlando, FL 32835

Tel: (407) 613-3100

(Name, address and telephone number of agent for service)

 

With copies to:

Alexander J. Park

Kerry T. Wenzel

Alston & Bird LLP

950 F Street, NW

Washington, D.C. 20004

Tel: (202) 239-3300

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

 

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EXPLANATORY NOTE

 

On May 6, 2026, at the 2026 Annual Meeting of Stockholders of Hilton Grand Vacations Inc. (the “Registrant”), the Registrant’s stockholders approved an amendment to the Hilton Grand Vacation 2023 Omnibus Incentive Plan (as may be further amended or restated from time to time, the “Plan”) to increase the number of shares of the Registrant’s common stock, par value $0.01 (“Common Stock”), available for issuance under the Plan by 1,250,000 shares of Common Stock. The Registrant is filing this Registration Statement on Form S-8 (this “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended, such additional 1,250,000 shares of Common Stock for issuance under the Plan.

 

Pursuant to the Registration Statements on Form S-8 (Registration Nos. 333-272492 and 333-277618) filed by the Registrant on June 7, 2023 and March 4, 2024, respectively (the “Prior Registration Statements”), the Registrant previously registered an aggregate of 9,653,284 shares of Common Stock for issuance under the Plan. The additional shares of Common Stock being registered by this Registration Statement are of the same class as those securities registered on the Prior Registration Statements and represent an increase in the total shares available for issuance under the Plan by 1,250,000. Pursuant to General Instruction E to Form S-8, the Registrant incorporates by reference into this Registration Statement the contents of the Prior Registration Statements, including all exhibits filed therewith or incorporated by reference therein, except as expressed modified herein.

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Explanatory Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

The Securities and Exchange Commission (“SEC”) allows us to “incorporate by reference” into this Registration Statement information we file with the SEC in other documents. This means that we can disclose important information to you by referring to another document we have filed with the SEC. The information relating to us contained in this Registration Statement should be read together with the information in the documents incorporated by reference.

Any statement contained in a document incorporated or deemed incorporated herein by reference shall be deemed to be modified or superseded for the purpose of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated herein by reference modifies or supersedes such statement. Any such information so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Registration Statement.

 

 

* filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on May 22, 2026.

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that the individuals whose signatures appear below constitute and appoint Mark D. Wang, Daniel J. Mathewes and Charles R. Corbin, his or her true and lawful attorney-in-fact and agents with full and several power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act, as amended, this Registration Statement and Power of Attorney have been signed by the following persons in the capacities indicated on May 22, 2026.

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