Hilton (NYSE: HLT) prices $1B 5.500% senior notes due 2031
Rhea-AI Filing Summary
Hilton Domestic Operating Company Inc., an indirect subsidiary of Hilton Worldwide Holdings, issued and sold $1 billion aggregate principal amount of 5.500% Senior Notes due 2031. The notes were priced at par, pay interest semi-annually starting November 15, 2026, and mature on September 15, 2031.
The notes are senior unsecured obligations of the issuer and are guaranteed on a senior unsecured basis by Hilton Worldwide Parent LLC, Hilton Worldwide Holdings Inc., and certain wholly owned subsidiaries that guarantee the issuer’s senior secured credit facilities. Net proceeds were used to repay $450 million under the issuer’s senior secured revolving credit facility, with the remainder for general corporate purposes.
The notes include optional redemption features with a make-whole call before May 15, 2028 and step-down call prices thereafter, plus an equity-funded redemption option for up to 40% of the issue and a 101% repurchase right for holders upon a change of control triggering event.
Positive
- None.
Negative
- None.
Insights
Hilton adds $1B long-term debt, refinancing revolver borrowings on unsecured, guaranteed terms.
Hilton Domestic Operating Company Inc. issued $1 billion of 5.500% Senior Notes due 2031, priced at 100% of par. These notes are senior unsecured obligations, guaranteed by key group entities, and sit alongside other senior indebtedness in the capital structure.
Net proceeds repay $450 million under the senior secured revolving credit facility, shifting a portion of borrowing from secured, floating-rate bank debt to fixed-rate bond financing, with the balance for general corporate purposes. Actual leverage impact depends on future borrowing and repayment decisions.
The notes carry step-down call premiums from 102.750% in 2028 to par in 2030, an equity-funded redemption option for up to 40% of the principal, and a 101% change-of-control put. Covenants are typical investment-grade style, mainly limiting secured debt and sale-leasebacks, with the parent entities not subject to restrictive covenants.
8-K Event Classification
Key Figures
Key Terms
Rule 144A regulatory
Regulation S regulatory
change of control triggering event financial
senior unsecured obligations financial
restrictive covenants financial
FAQ
What type of debt did Hilton (HLT) issue in this 8-K?
How will Hilton (HLT) use the $1 billion Senior Notes proceeds?
What are the key terms of Hilton’s 5.500% Senior Notes due 2031?
What optional redemption features do Hilton’s 2031 Senior Notes include?
How are Hilton’s new Senior Notes ranked and guaranteed?
Do Hilton’s 2031 Senior Notes include change of control protection for holders?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
Indenture with respect to 5.500% Senior Notes due 2031
On May 11, 2026, Hilton Domestic Operating Company Inc. (the “Issuer”), an indirect subsidiary of Hilton Worldwide Holdings Inc. (the “Company”), issued and sold $1 billion aggregate principal amount of 5.500% Senior Notes due 2031 (the “Notes”) under an Indenture, dated as of May 11, 2026 (the “Indenture”), by and among the Issuer, the Company, as a guarantor, the other guarantors party thereto and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”). The Notes were sold only to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act.
The Notes were issued at 100% of their par value and bear interest at a rate of 5.500% per annum. Interest on the Notes is payable semi-annually in arrears on May 15 and November 15, beginning on November 15, 2026. The Notes mature on September 15, 2031.
The net proceeds of the offering of the Notes were used to repay $450 million of borrowings under the Issuer’s senior secured revolving credit facility, and the remainder for general corporate purposes.
Ranking; Guarantees
The Notes are the Issuer’s senior unsecured obligations, ranking equally in right of payment with all of the Issuer’s existing and future senior indebtedness and senior in right of payment to all of the Issuer’s existing and future subordinated indebtedness.
The Notes are guaranteed, on a senior unsecured basis, by (i) Hilton Worldwide Parent LLC (“HWP”), the Issuer’s direct parent company, (ii) the Company, the immediate parent company of HWP, and (iii) each of the Issuer’s existing and future wholly owned subsidiaries to the extent such entities guarantee indebtedness under the Issuer’s senior secured credit facilities or certain other indebtedness of the Issuer or any subsidiary guarantor.
Optional Redemption
The Issuer may, at its option, redeem the Notes, in whole or in part, at any time prior to May 15, 2028, at a price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, plus the applicable “make-whole premium.” In addition, beginning on May 15, 2028, the Issuer may redeem all or a part of the Notes at a redemption price equal to 102.750% of the principal amount redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. The redemption price decreases to 101.375% and 100.000% of the principal amount redeemed on May 15, 2029 and May 15, 2030, respectively. In addition, at any time on or prior to May 15, 2028, the Issuer may, at its option, redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture with the proceeds of certain equity offerings at a redemption price of 105.500% of the principal amount thereof, plus accrued and unpaid interest.
Repurchase at the Option of Holders
Upon the occurrence of a change of control triggering event, the holders of the Notes will have the right to require the Issuer to make an offer to repurchase each holder’s Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest.
Covenants; Events of Default
The Indenture contains covenants that, among other things, limit the ability of the Issuer and its restricted subsidiaries to incur certain secured indebtedness, enter into sale and lease-back transactions, and merge or consolidate. These covenants are subject to a number of important exceptions and qualifications. Neither HWP nor the Company is subject to the restrictive covenants of the Indenture. The Notes also contain customary events of default, the occurrence of which could result in the principal of and accrued interest on the Notes to become or be declared due and payable.
The foregoing description of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of each of such documents, which are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
| Item 8.01 | Other Events. |
On May 7, 2026, the Company issued a press release announcing the launch of the offering of the Notes and a press release announcing the pricing of the offering of the Notes, and each is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 4.1 | Indenture, dated as of May 11, 2026, by and among Hilton Domestic Operating Company Inc., the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee. | |
| 4.2 | Form of 5.500% Senior Note due 2031 (included in Exhibit 4.1). | |
| 99.1 | Press Release announcing the launch of the offering of the Notes, dated May 7, 2026. | |
| 99.2 | Press Release announcing the pricing of the offering of the Notes, dated May 7, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HILTON WORLDWIDE HOLDINGS INC. | ||
| By: | /s/ Kevin J. Jacobs | |
| Name: | Kevin J. Jacobs | |
| Title: | Executive Vice President and Chief Financial Officer | |
Date: May 11, 2026
Exhibit 99.1
| Investor Contact Charlie Ruehr +1 703 883 1000
Media Contact Kent Landers +1 703 883 3246 |
7930 Jones Branch Drive McLean, VA 22102 |
HILTON ANNOUNCES LAUNCH OF SENIOR NOTES OFFERING
McLEAN, VA (May 7, 2026) – Hilton Worldwide Holdings Inc. (NYSE: HLT) (“Hilton”) announced today that its indirect subsidiary Hilton Domestic Operating Company Inc. (the “Issuer”) intends to offer $1 billion aggregate principal amount of the Issuer’s Senior Notes due 2031 (the “Notes”). The Issuer intends to use the net proceeds of the offering to repay $450 million of borrowings under the Issuer’s senior secured revolving credit facility, and the remainder for general corporate purposes.
The Notes to be offered have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes will be offered by the initial purchasers only to persons reasonably believed to be “qualified institutional buyers” in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.
This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act, and it is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements related to Hilton’s expectations regarding the performance of its business, future financial results, liquidity and capital resources and other non-historical statements. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “forecasts,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties including, among others, risks inherent to the hospitality industry; macroeconomic factors beyond Hilton’s control, such as inflation, changes in interest rates, challenges due to labor shortages or disputes and supply chain disruptions; the loss of key senior management personnel; competition for hotel guests and management and franchise contracts; risks related to doing business with third-party hotel owners; performance of Hilton’s information technology systems; growth of reservation channels outside of Hilton’s system; risks of doing business outside of the U.S.; risks associated with geopolitical conflicts, including Iran; uncertainty resulting from U.S. and global political trends, tariffs and other policies, including potential barriers to travel, trade and immigration and other geopolitical events; and Hilton’s indebtedness. Additional factors that could cause Hilton’s results to differ materially from those described in the forward-looking statements can be found under the section entitled “Part I—Item 1A. Risk Factors” of Hilton’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which is filed with the Securities and Exchange Commission (the “SEC”) and is accessible on the SEC’s website at www.sec.gov. Such factors may be updated from time to time in our periodic filings with the SEC. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in Hilton’s filings with the SEC. Hilton undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
Exhibit 99.2
| Investor Contact Charlie Ruehr +1 703 883 1000
Media Contact Kent Landers +1 703 883 3246 |
7930 Jones Branch Drive McLean, VA 22102 |
HILTON ANNOUNCES PRICING OF SENIOR NOTES OFFERING
McLEAN, VA (May 7, 2026) – Hilton Worldwide Holdings Inc. (NYSE: HLT) (“Hilton”) announced today that its indirect subsidiary Hilton Domestic Operating Company Inc. (the “Issuer”) successfully finalized the terms of the Issuer’s offering of $1 billion aggregate principal amount of 5.500% Senior Notes due 2031 (the “Notes”). The Issuer anticipates that consummation of the offering will occur on May 11, 2026, subject to customary closing conditions, and intends to use the net proceeds of the offering to repay $450 million of borrowings under the Issuer’s senior secured revolving credit facility, and the remainder for general corporate purposes.
The Notes offered have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes were offered by the initial purchasers only to persons reasonably believed to be “qualified institutional buyers” in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.
This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act, and it is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements related to Hilton’s expectations regarding the performance of its business, future financial results, liquidity and capital resources and other non-historical statements. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “forecasts,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties including, among others, risks inherent to the hospitality industry; macroeconomic factors beyond Hilton’s control, such as inflation, changes in interest rates, challenges due to labor shortages or disputes and supply chain disruptions; the loss of key senior management personnel; competition for hotel guests and management and franchise contracts; risks related to doing business with third-party hotel owners; performance of Hilton’s information technology systems; growth of reservation channels outside of Hilton’s system; risks of doing business outside of the U.S.; risks associated with geopolitical conflicts, including Iran; uncertainty resulting from U.S. and global political trends, tariffs and other policies, including potential barriers to travel, trade and immigration and other geopolitical events; and Hilton’s indebtedness. Additional factors that could cause Hilton’s results to differ materially from those described in the forward-looking statements can be found under the section entitled “Part I—Item 1A. Risk Factors” of Hilton’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which is filed with the Securities and Exchange Commission (the “SEC”) and is accessible on the SEC’s website at www.sec.gov. Such factors may be updated from time to time in our periodic filings with the SEC. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in Hilton’s filings with the SEC. Hilton undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.