希尔顿度假酒店美股招股说明书(2026-06-04版)

Common Stock This prospectus supplement relates to the resale of up to an aggregate of 5,000,000 shares of our commonstock, par value $0.01 per share, by the selling stockholders named in this prospectus supplement (the “SellingStockholders”). We are not selling any shares of our common stock under this prospectus supplement and we will Subject to the completion and as part of this offering, we intend to concurrently purchase from theunderwriters 750,000 shares of our common stock at a price per share equal to the price per share at which theunderwriters will purchase shares of our common stock from the Selling Stockholders (the “Share Repurchase”).The underwriters will not receive any compensation for the shares of common stock being purchased by us. Thisoffering is not conditioned upon the completion of the Share Repurchase. Nothing in this prospectus supplement Our common stock is listed on The New York Stock Exchange (the “NYSE”) under the symbol “HGV.” OnJune 1, 2026, the last reported sale price of our common stock on the NYSE was $53.10 per share. You should carefully read this prospectus supplement, together with the accompanying prospectus andany documents incorporated by reference herein and therein, and any free writing prospectus, before you Investing in our common stock involves risks. Before making a decision to invest in our common stock,you should refer to the risk factors included in our periodic reports and in other information that we filewith the Securities and Exchange Commission (the “SEC”). See “Risk Factors” beginning on page3of the Neither the SEC nor any state securities commission has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is The underwriters have agreed to purchase shares of our common stock from the Selling Stockholders at aprice equal to $50.00 per share, which will result in $250.0 million of proceeds to the Selling Stockholders,before expenses. The underwriters may offer our common stock purchased from the Selling Stockholders from The underwriters may exercise their option to purchase up to an additional 750,000 shares from the SellingStockholders at the price set forth above for 30 days after the date of this prospectus supplement. References to The underwriters expect to deliver the shares against payment in New York, New York on or about June4,2026. Prospectus Supplement TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This document is part of an automatic shelf registration statement that we filed with the SEC as a “well-knownseasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). Usingthis shelf registration process, the Selling Stockholders may sell shares of common stock in one or more offerings.This document contains two parts. The first part is this prospectus supplement, which describes the specific terms ofthis offering and also supplements and updates information contained in the accompanying prospectus and thedocuments incorporated by reference into this prospectus supplement and the accompanying prospectus. The secondpart is the accompanying prospectus, which provides more general information, some of which may not apply to thisoffering. This prospectus supplement may add, update, or change information contained in the accompanyingprospectus. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. Inaddition, in this prospectus, as permitted by law, we “incorporate by reference” information from other documents Neither we, the Selling Stockholders, nor the underwriters have authorized anyone else to provide you withinformation that is different from that contained or incorporated by reference in this prospectus supplement and theaccompanying prospectus, along with the information contained in any permitted free writing prospectuses we have The information contained in this prospectus supplement and the accompanying prospectus is accurate only asof the date of this prospectus supplement or the date of the accompanying prospectus, and the information in thedocuments incorporated by reference in this prospectus supplement and the accompanying prospectus is accurateonly as of the date of those respective documents, regardless of the time of delivery of this prospectus supplementand the accompanying prospectus or of any sale of our common stock. Our business, financial condition, results ofoperations and prospects may have changed since those dates. It is important for you to read and consider all We further note that the representations, warranties, and covenants made by us in any agreement that is filed asan exhibit to any document that is incorporated by reference in this prospectus supplement and the accompanyingprospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for thepurpose of alloca