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Hilton director Jonathan Gray receives 161 stock units

The units are fully vested, while the underlying common shares are issuable upon one of three stated service, control or anniversary events.

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Form Type
4

Rhea-AI Filing Summary

Hilton Worldwide Holdings Inc. director Jonathan Gray acquired 161 deferred share units on November 1, 2026, as payment of fees under the Hilton Amended and Restated 2017 Omnibus Incentive Plan. Each unit represents one common share and is fully vested. The underlying shares will be issued upon the earliest of termination of his service as a director, a change in control, or the second anniversary of the grant date. His reported direct holdings after the transaction were 9,459 shares.

Insider GRAY JONATHAN
Role Director
Type Security Shares Price Value
Grant/Award Common Stock F1 161 $0.00 $0.00
Holdings After Transaction: Common Stock — 9,459.214 shares (Direct)
Holdings Before and After: Common Stock, 9,298.214 to 9,459.214 shares (Direct)
Footnotes (1)
  1. F1. Payment of fees in deferred share units 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 earlier 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.
Deferred share units acquired 161 deferred share units Payment of fees on November 1, 2026
Common shares per deferred share unit 1 share Each deferred share unit represents one share of issuer common stock
Direct holdings after transaction 9,459 shares Reported following the transaction
Share issuance date trigger Second anniversary One of the stated dates or events triggering issuance of underlying shares
deferred share units financial
"Payment of fees in deferred share units"
Deferred share units are promises that give an executive or director the right to receive company shares or their cash value at a future date, often when they retire or leave the company. Think of them as a paycheck held in a savings account that converts into stock later; they matter to investors because they tie pay to long-term performance, create potential future dilution of shares, and represent a delayed cash or share obligation the company must eventually fulfill.
Omnibus Incentive Plan financial
"Hilton Amended and Restated 2017 Omnibus Incentive Plan"
An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.
underlying shares technical
"The underlying shares will be issued"
fully vested financial
"is fully vested"

FAQ

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How many deferred share units did HLT director Jonathan Gray receive?

Jonathan Gray received 161 deferred share units on November 1, 2026; each unit represents one share of Hilton common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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*
GRAY JONATHAN

(Last)(First)(Middle)
C/O THE BLACKSTONE GROUP; 345 PARK AVE.

(Street)
NEW YORK NEW YORK 10154

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
11/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock11/01/2026A161(1)A$09,459.214D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Payment of fees in deferred share units 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 earlier 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-Fact11/02/2026
** Signature of Reporting PersonDate
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)

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