希尔顿度假酒店美股招股说明书(2025-08-14版)

Common Stock This prospectus supplement relates to the resale of up to an aggregate of 7,000,000 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 willnot receive any of the proceeds from the sale of shares by the Selling Stockholders. Subject to the completion and as part of this offering, we intend to concurrently purchase from theunderwriters 933,488 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 in this offering (the “ShareRepurchase”). The underwriters will not receive any compensation for the shares of common stock being purchasedby us. This offering is not conditioned upon the completion of the Share Repurchase. Nothing in this prospectussupplement should be construed as an offer to sell, or the solicitation of an offer to buy, any shares of our commonstock subject to the Share Repurchase. See “Prospectus Supplement Summary – Concurrent Share Repurchase” and“The Share Repurchase.” Our common stock is listed on The New York Stock Exchange (the “NYSE”) under the symbol “HGV.” OnAugust 11, 2025, the last reported sale price of our common stock on the NYSE was $43.51 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 youmake an investment decision. 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 file withthe Securities and Exchange Commission (the “SEC”). See “Supplemental Risk Factors” beginning on pageS-4of this prospectus supplement, and “Risk Factors” beginning on page3of the prospectus and in Item1Aof PartI beginning on page 17 of our Annual Report on Form10-K for the year ended December31, 2024. 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 acriminal offense. The underwriters may exercise their option to purchase up to an additional 1,050,000 shares from the SellingStockholders at the price set forth above for 30 days after the date of this prospectus supplement. References to“underwriters” in this prospectus supplement refer to the underwriters named in the “Underwriting (Conflict ofInterest)” section of this prospectus supplement. The underwriters expect to deliver the shares against payment in New York, New York on or about August 14,2025. Barclays TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiTRADEMARKS, SERVICE MARKS AND TRADE NAMESS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-2SUPPLEMENTAL RISK FACTORSS-4FORWARD-LOOKING STATEMENTSS-5USE OF PROCEEDSS-6THE SHARE REPURCHASES-7SELLING STOCKHOLDERSS-8UNDERWRITING (CONFLICT OF INTEREST)S-9LEGAL MATTERSS-16EXPERTSS-16WHERE YOU CAN FIND MORE INFORMATIONS-17INCORPORATION OF INFORMATION BY REFERENCES-18 Prospectus PageABOUT THIS PROSPECTUSiiTRADEMARKS, SERVICE MARKS AND TRADE NAMESiiPROSPECTUS SUMMARY1RISK FACTORS3FORWARD-LOOKING STATEMENTS4USE OF PROCEEDS5SELLING STOCKHOLDERS6MATERIAL RELATIONSHIPS WITH SELLING STOCKHOLDERS7MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX CONSEQUENCES TO NON-U.S.HOLDERS OF OUR COMMON STOCK8PLAN OF DISTRIBUTION12LEGAL MATTERS16EXPERTS16WHERE YOU CAN FIND MORE INFORMATION16INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE17 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 Rule405 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 documentsthat we file with the SE