Hilton Worldwide Holdings Inc. (NYSE: HLT) prices $1B 2034 notes and fully redeems $500M 2028 bonds

Rhea-AI Filing Summary

Hilton Worldwide Holdings Inc. disclosed that its indirect subsidiary Hilton Domestic Operating Company Inc. issued and sold $1 billion of 5.500% Senior Notes due 2034. The notes were sold at par to qualified institutional buyers under Rule 144A and to non-U.S. investors under Regulation S, pay interest semi-annually starting June 1, 2026, and mature on March 31, 2034.

Net proceeds were used to redeem all $500 million of existing 5.750% Senior Notes due 2028 and to pay related fees and expenses, with the balance earmarked for general corporate purposes. The new notes are senior unsecured obligations guaranteed on a senior unsecured basis by Hilton Worldwide Parent LLC, Hilton Worldwide Holdings Inc., and certain wholly owned subsidiaries, and include optional redemption features, change-of-control repurchase rights, and customary covenants and events of default.

Insights

Corporate finance analyst

Hilton issues $1B of 2034 notes, redeems $500M 2028 debt.

Hilton Domestic Operating Company Inc. raised $1 billion through 5.500% Senior Notes due 2034, sold at par to institutional and non-U.S. investors. The new notes are senior unsecured and backed by guarantees from Hilton Worldwide Holdings Inc., Hilton Worldwide Parent LLC, and certain wholly owned subsidiaries that guarantee other senior debt.

Net proceeds funded the full redemption of $500 million of 5.750% Senior Notes due 2028, plus related fees and expenses, with the remainder designated for general corporate purposes. This extends part of the company’s debt maturity profile from 2028 to 2034 at a modestly lower coupon, while increasing total gross debt by the remaining proceeds amount.

The notes include optional redemption schedules with premiums that step down from 102.750% in 2028 to 100.000% in 2030, a change-of-control put at 101%, and covenants limiting secured indebtedness, sale-leasebacks, and certain mergers or consolidations. Subsequent disclosures may detail how general corporate-purpose funds are deployed and how these debt changes interact with the company’s credit facilities and leverage targets.

8-K Event Classification

4 items: 1.01, 1.02, 2.03, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Accepted by SEC EDGAR 12/11/2025 - 04:05 PM Learn about SEC filing dates

FAQ

What type of debt did Hilton Worldwide Holdings Inc. (HLT) issue in December 2025?

Hilton’s indirect subsidiary issued and sold $1 billion aggregate principal amount of 5.500% Senior Notes due 2034, issued at 100% of par and paying semi-annual interest.

How will Hilton Worldwide Holdings Inc. (HLT) use the $1 billion 5.500% Senior Notes due 2034 proceeds?

Net proceeds were used to redeem all $500 million of 5.750% Senior Notes due 2028 and pay related fees and expenses, with the remaining funds allocated to general corporate purposes.

When do Hilton’s new 5.500% Senior Notes due 2034 pay interest and when do they mature?

The new notes bear interest at 5.500% per year, payable semi-annually on June 1 and December 1 starting June 1, 2026, and they mature on March 31, 2034.

Who guarantees the 5.500% Senior Notes due 2034 issued by Hilton’s subsidiary?

The notes are guaranteed on a senior unsecured basis by Hilton Worldwide Parent LLC, Hilton Worldwide Holdings Inc., and certain existing and future wholly owned subsidiaries that guarantee other specified indebtedness.

What happened to Hilton Worldwide Holdings Inc.’s 5.750% Senior Notes due 2028?

On December 11, 2025, the issuer redeemed in full all $500 million of the 5.750% Senior Notes due 2028 at 100.00% of principal plus accrued and unpaid interest, and the related indenture was satisfied and discharged.

What optional redemption and change-of-control features apply to Hilton’s 5.500% Senior Notes due 2034?

Before December 1, 2028, the issuer may redeem at a make-whole price, and beginning that date, call prices step down from 102.750% to 100.000% by December 1, 2030. Holders can require repurchase at 101% upon a change of control triggering event.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 10, 2025

Hilton Worldwide Holdings Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-36243		27-4384691
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7930 Jones Branch Drive, Suite 1100, McLean, Virginia 22102

(Address of Principal Executive Offices) (Zip Code)

(703) 883-1000

(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
Common Stock, $0.01 par value per share		HLT		New York Stock Exchange

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 2034

On December 10, 2025, 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 2034 (the “Notes”) under an Indenture, dated as of December 10, 2025 (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 June 1 and December 1, beginning June 1, 2026. The Notes mature on March 31, 2034.

The net proceeds of the offering of the Notes were used to redeem all $500 million in aggregate principal amount of the Issuer’s outstanding 5.750% Senior Notes due 2028 (the “2028 Notes”) and to pay all fees and expenses related thereto, and the remainder will be used 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 December 1, 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 December 1, 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 December 1, 2029 and December 1, 2030, respectively. In addition, at any time on or prior to December 1, 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 1.02 Termination of a Material Definitive Agreement.

On December 11, 2025, the Issuer completed the redemption in full of all of the $500 million aggregate principal amount of issued and outstanding 2028 Notes at a redemption price of 100.00% of the outstanding aggregate principal amount, plus accrued and unpaid interest to, but excluding, the redemption date. As a result, the Indenture, dated as of April 21, 2020 (as amended and supplemented, the “2028 Notes Indenture”), by and among the Issuer, the Company and other guarantors party thereto, and the Trustee, was satisfied and discharged and the Issuer and guarantors have no further obligations under the 2028 Notes, the related guarantees or the 2028 Notes Indenture.

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 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Indenture, dated as of December 10, 2025, 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 2034 (included in Exhibit 4.1).
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.
Date: December 11, 2025				By:		/s/ Kevin J. Jacobs
				Name:		Kevin J. Jacobs
				Title:		Executive Vice President and Chief Financial Officer