Hilton (NYSE: HLT) plans $1B 5.500% 2034 notes to redeem 2028 debt

Rhea-AI Filing Summary

Hilton Worldwide Holdings Inc., through its subsidiary Hilton Domestic Operating Company Inc., has agreed to issue and sell $1 billion of 5.500% Senior Notes due 2034 in a private offering. The notes will be issued at par with a 5.500% coupon, with interest paid semi-annually on June 1 and December 1 starting June 1, 2026, and will mature on March 31, 2034. The transaction, arranged with Wells Fargo Securities, LLC and other initial purchasers, is expected to close on December 10, 2025, subject to customary conditions.

The issuer intends to use the net proceeds primarily to redeem all $500 million of its outstanding 5.750% Senior Notes due 2028 and to pay related fees and expenses, with the remainder earmarked for general corporate purposes. Certain initial purchasers or their affiliates may hold the 2028 notes and could receive a portion of the redemption proceeds.

Insights

Corporate credit and capital structure analyst

Hilton refinances 2028 notes with a larger 2034 bond, extending debt maturity.

Hilton Worldwide, via Hilton Domestic Operating Company Inc., is issuing $1 billion of 5.500% Senior Notes due 2034 at par in a Rule 144A/Reg S private offering. Interest is payable semi-annually starting June 1, 2026, with maturity on March 31, 2034, which pushes out a portion of the company’s debt profile.

The issuer plans to use part of the proceeds to redeem all $500 million of its 5.750% Senior Notes due 2028 and cover related fees and expenses, with the balance for general corporate purposes. This replaces a smaller, higher-coupon bond with a larger, slightly lower-coupon one, while extending tenor by roughly six years.

Certain initial purchasers or their affiliates may already hold the 2028 notes and thus could receive some of the redemption proceeds, underscoring ongoing banking relationships. Overall, the transaction represents a capital markets refinancing and balance sheet management step; its ultimate impact depends on how the additional net proceeds for general corporate purposes are deployed in future periods disclosed in company filings.

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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 1, 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 8.01 Other Events.

On December 1, 2025, Hilton Domestic Operating Company Inc. (the “Issuer”), an indirect subsidiary of Hilton Worldwide Holdings Inc. (the “Company”), entered into a purchase agreement (the “Purchase Agreement”) by and among the Issuer, the Company, the other guarantors party thereto and Wells Fargo Securities, LLC, for itself and on behalf of the several initial purchasers named therein (the “Initial Purchasers”), providing for the issuance and sale of $1 billion in aggregate principal amount of the Issuer’s 5.500% Senior Notes due 2034 (the “Notes”) in a private offering to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. The Notes will be issued at 100% of their par value with a coupon of 5.500%. Interest on the Notes will be payable semi-annually on June 1 and December 1 of each year commencing on June 1, 2026. The Notes will mature on March 31, 2034. The offering is expected to close, subject to customary closing conditions, on December 10, 2025. The Purchase Agreement contains customary representations, warranties, conditions to closing, indemnification rights and obligations of the parties and termination provisions.

The Issuer intends to use the net proceeds of the offering of the Notes 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 for general corporate purposes.

Certain of the Initial Purchasers and their respective affiliates have engaged in, and may in the future engage in, investment banking, advisory roles and other commercial dealings in the ordinary course of business with the Company or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. In addition, certain of the Initial Purchasers or their respective affiliates may be holders of the 2028 Notes and may receive a portion of the net proceeds from the offering that are used to fund the redemption of such notes.

The information included in Item 8.01 of this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities of the Company or its subsidiaries.

On December 1, 2025, 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 No.		Description
99.1		Press Release announcing the launch of the offering of the Notes, dated December 1, 2025
99.2		Press Release announcing the pricing of the offering of the Notes, dated December 1, 2025
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
Date: December 2, 2025				Name:		Kevin J. Jacobs
				Title:		Executive Vice President and Chief Financial Officer

FAQ

What type of financing transaction did Hilton (HLT) announce?

Hilton Worldwide Holdings Inc., through Hilton Domestic Operating Company Inc., announced a private offering of $1 billion aggregate principal amount of 5.500% Senior Notes due 2034 to qualified institutional buyers and non-U.S. persons.

What are the key terms of Hilton (HLT) 5.500% Senior Notes due 2034?

The notes have a 5.500% coupon, are issued at 100% of par value, pay interest semi-annually on June 1 and December 1 starting June 1, 2026, and mature on March 31, 2034.

How will Hilton (HLT) use the proceeds from the new notes offering?

The issuer intends to use the net proceeds to redeem all $500 million of its outstanding 5.750% Senior Notes due 2028, pay related fees and expenses, and use the remaining funds for general corporate purposes.

When is the closing of Hilton (HLT) new notes offering expected?

The offering of the 5.500% Senior Notes due 2034 is expected to close on December 10, 2025, subject to customary closing conditions.

Who is arranging Hilton (HLT) 2034 notes offering?

Wells Fargo Securities, LLC is acting for itself and on behalf of the several initial purchasers named in the purchase agreement, which includes customary representations, warranties, conditions to closing, indemnification, and termination provisions.

Are there any relationships between Hilton (HLT) and the initial purchasers of the notes?

Certain initial purchasers and their affiliates have engaged, and may continue to engage, in investment banking and other commercial dealings with Hilton or its affiliates and have received, or may receive, customary fees and commissions. Some may also hold the 2028 notes being redeemed.

Is Hilton (HLT) public notes offering an offer to sell securities to the general public?

No. The notes are being sold in a private offering to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and the company states that the information is neither an offer to sell nor a solicitation of an offer to buy any securities.