What are deferred share units in the Hilton (HLT) Form 4 for Marissa Mayer?

Deferred share units are fully vested equity awards, each representing one share of Hilton common stock. For Marissa Mayer, the underlying shares will be issued upon the earliest of her director service ending, a change in control of Hilton, or the second anniversary of the grant date.

When will Marissa Mayer receive the Hilton (HLT) shares underlying her deferred share units?

The underlying Hilton shares will be issued to Marissa Mayer upon the earliest of three events: termination of her service as a director, a change in control of Hilton, or the second anniversary of the grant date, as specified in the footnote.

Hilton (HLT) director Marissa Mayer awarded 742 deferred share units in Form 4

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

MAYER MARISSA A reported acquisition or exercise transactions in this Form 4 filing.

Hilton Worldwide Holdings director Marissa A. Mayer received an equity award of 742 deferred share units of common stock on May 14, 2026. The units, granted at $0.00 per unit, increased her direct holdings to 1,786.994 shares. She also has indirect holdings of 869 shares through revocable trusts and 716 shares through an irrevocable trust. Each deferred share unit represents one share of common stock and is fully vested, with underlying shares to be issued upon the earlier of her board service ending, a change in control, or the second anniversary of the grant date.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider MAYER MARISSA A

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	742	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 1,786.994 shares (Direct, null); Common Stock — 716 shares (Indirect, By irrevocable trust)

Footnotes (1)

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Key Figures

Deferred share units granted: 742 units Grant price per unit: $0.00 per unit Direct common shares after award: 1,786.994 shares +2 more

5 metrics

Deferred share units granted 742 units Award of deferred share units of common stock on May 14, 2026

Grant price per unit $0.00 per unit Price for deferred share units granted to Marissa Mayer

Direct common shares after award 1,786.994 shares Total direct Hilton common stock holdings following the grant

Indirect shares via revocable trusts 869 shares Indirect Hilton common stock held through revocable trusts

Indirect shares via irrevocable trust 716 shares Indirect Hilton common stock held through an irrevocable trust

Key Terms

deferred share units, Hilton Amended and Restated 2017 Omnibus Incentive Plan, change in control, revocable trusts, +1 more

5 terms

Hilton Amended and Restated 2017 Omnibus Incentive Plan financial

"Represents deferred share units of the Issuer awarded pursuant to the Hilton Amended and Restated 2017 Omnibus Incentive Plan."

change in control financial

"upon the earliest to occur of a (i) termination of service as a director, (ii) a change in control of the Issuer, and (iii) the second anniversary of the grant date."

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

revocable trusts financial

"total_shares_following_transaction: "869.0000" ... nature_of_ownership: "By revocable trusts""

irrevocable trust financial

"total_shares_following_transaction: "716.0000" ... nature_of_ownership: "By irrevocable trust""

An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.

Form 4 Insider Transactions: What Each Field Means →

05/18/2026 - 04:53 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MAYER MARISSA A

(Last)

(First)

(Middle)

7930 JONES BRANCH DR

(Street)

MCLEAN

VIRGINIA

22102

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Hilton Worldwide Holdings Inc. [ HLT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/14/2026		A		742⁽¹⁾	A	$0	1,786.994	D
Common Stock								716	I	By irrevocable trust
Common Stock								869	I	By revocable trusts

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents deferred share units of the Issuer awarded pursuant to the Hilton Amended and Restated 2017 Omnibus Incentive Plan. Each deferred share unit represents one share of Issuer common stock and is fully vested. The underlying shares will be issued to the reporting person upon the earliest to occur of a (i) termination of service as a director, (ii) a change in control of the Issuer, and (iii) the second anniversary of the grant date.

Remarks:

	/s/ James O. Smith, Attorney-in-Fact	05/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Hilton (HLT) director Marissa Mayer report in this Form 4?

Marissa Mayer reported receiving 742 deferred share units of Hilton common stock as an award. The grant was priced at $0.00 per unit and increased her direct holdings to 1,786.994 shares, with additional indirect holdings through revocable and irrevocable trusts.

How many Hilton (HLT) shares does Marissa Mayer hold after this transaction?

After the award, Marissa Mayer directly holds 1,786.994 Hilton common shares. She also has 869 shares held indirectly through revocable trusts and 716 shares held indirectly through an irrevocable trust, according to the ownership details disclosed in the Form 4 filing.

Was Marissa Mayer’s Hilton (HLT) equity award an open-market purchase or sale?

The filing shows a grant of 742 deferred share units as compensation, not an open-market purchase or sale. The transaction code is “A,” indicating a grant, award, or other acquisition provided under Hilton’s Amended and Restated 2017 Omnibus Incentive Plan.

How is Marissa Mayer’s indirect ownership in Hilton (HLT) structured?

The Form 4 indicates Marissa Mayer’s indirect ownership through trusts. She has 869 Hilton common shares held by revocable trusts and 716 shares held by an irrevocable trust, reflecting indirect beneficial ownership separate from her directly held shares and deferred share units.