On August 2, 2021, Hilton Grand Vacations Inc. completed the previously announced acquisition of Diamond Resorts International Inc. pursuant to the Agreement and Plan of Merger, dated as of March 10, 2021, as amended, by and among HGV, Hilton Grand Vacations Borrower LLC, a Delaware limited liability company and a wholly-owned subsidiary of HGV (“HGV Borrower”), Dakota Holdings Inc., a Delaware corporation (“Diamond”) that is controlled by investment funds and vehicles managed by affiliates of Apollo Global Management Inc. (together with its subsidiaries, “Apollo Investors”), and the stockholders of Diamond, pursuant to which Diamond merged with and into HGV Borrower (the “Merger”). The Apollo Investors will initially be entitled to designate two individuals (the “Apollo Designees”) to serve on HGV’s board of directors (out of a total of nine directors) (the “Board”). The Apollo Investors have designated David Sambur and Alex van Hoek as the Apollo Designees and such individuals have been appointed to the Board as more fully described below under Item 5.02 of this Current Report on Form 8-K (this “Current Report”). The Apollo Investors also have the right to designate replacements for the Apollo Designees, subject to undergoing a customary evaluation process by HGV’s nominating and corporate governance committee. One Apollo Designee will be entitled to serve on the audit committee of the Board (the “Audit Committee”), subject to satisfaction of all eligibility requirements (including “independence” requirements) for membership on the Audit Committee as mandated by applicable law, the rules of the New York Stock Exchange and the charter of the Audit Committee. Additionally, each of the Apollo Designees will have observation rights and will be entitled to notice of, and to attend, committee meetings except when such attendance would reasonably be expected to present an actual or likely conflict of interest for the Apollo Designees in the good faith opinion of the applicable committee. However, the Apollo Designees (except with respect to an Apollo Designee who is a member of the Audit Committee) will not be entitled to a vote at such committee meetings. At this time, neither Mr. Sambur nor Mr. van Hoek is considered independent pursuant to audit committee independence standards and, accordingly, neither will serve on the Audit Committee. On July 30, 2021, the Board, together with input from the Nominating and Corporate Governance Committee of the Board, took certain actions with respect to realigning HGV’s executive team as a result of the Merger, as follows: Gordon S. Gurnik’s title was changed from Executive Vice President and Chief Operating Officer to Senior Executive Vice President and Chief Operating Officer; Daniel J. Mathewes’s title was changed from Executive Vice President and Chief Financial Officer to Senior Executive Vice President and Chief Financial Officer; Each of Dennis A. DeLorenzo, HGV’s Executive Vice President and Chief Sales Officer, and Stan R. Soroka, HGV’s Executive Vice President and Chief Customer Officer, will report to Mr. Gurnik, with Mr. Gurnik having the ultimate authority over and policy making oversight of each of Messrs. DeLorenzo’s and Soroka’s respective areas of business unit, division or function; and Matthew A. Sparks, HGV’s Executive Vice President and Chief Development Officer, will report to Mr. Mathewes, with Mr. Mathewes having the ultimate authority over and policy making oversight of, Mr. Spark’s area of business unit, division or function. In addition, Jorge Pablo Brizi, HGV’s Executive Vice President and Chief Human Resources Officer, was given authority over additional departments. Other than such executive team re-alignment described above (the “Executive Realignment”), no other changes to HGV’s executive officers’ duties and responsibilities were made and each of Messrs. Mark D. Wang, HGV’s President and Chief Executive Officer, Gurnik, Mathewes, Brizi, and Charles R. Corbin, HGV’s Executive Vice President, General Counsel, and Secretary, will continue as HGV’s executive officers. It is anticipated that only such executive officers will be considered “officers” of HGV for the purposes of Section 16 of the Exchange Act (other than HGV’s principal accounting officer, who is an “officer” for such purpose) and “executive officers” of HGV as that term is defined in Rule 3b-7 under the Exchange Act. As previously disclosed, Sherri A. Silver, HGV’s Executive Vice President and Chief Marketing Officer, will separate from HGV shortly after the closing date of the Merger.