Hilton (NYSE: HLT) director receives 742 deferred share units grant

Rhea-AI Filing Summary

SMITH ELIZABETH A reported acquisition or exercise transactions in this Form 4 filing.

Hilton Worldwide Holdings Inc. director Elizabeth A. Smith received a grant of 742 deferred share units of common stock as compensation. Each deferred share unit equals one share of common stock and is fully vested. The shares will be delivered upon the earlier of her board service ending, a change in control of Hilton, or the second anniversary of the grant. Following this award, she beneficially owns 23,317.029 shares in total.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider SMITH ELIZABETH A

Role null

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

Holdings After Transaction: Common Stock — 23,317.029 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Deferred share units granted: 742 units Price per unit: $0.0000 per share Total shares after transaction: 23,317.029 shares +1 more

4 metrics

Deferred share units granted 742 units Director equity award on May 14, 2026

Price per unit $0.0000 per share Grant/award acquisition with no cash price

Total shares after transaction 23,317.029 shares Elizabeth A. Smith beneficial ownership after award

Conversion ratio 1 unit : 1 share Each deferred share unit equals one Hilton common share

Key Terms

deferred share units, Amended and Restated 2017 Omnibus Incentive Plan, change in control

3 terms

deferred share units financial

"Represents deferred share units of the Issuer awarded pursuant to the Hilton Amended"

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.

Amended and Restated 2017 Omnibus Incentive Plan financial

"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"

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.

Form 4 Insider Transactions: What Each Field Means →

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^*

SMITH ELIZABETH A

(Last) (First) (Middle)

7930 JONES BRANCH DRIVE

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/14/2026		A		742(1)	A	$0	23,317.029	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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)

FAQ

What insider transaction did Hilton (HLT) director Elizabeth A. Smith report?

Elizabeth A. Smith reported receiving 742 deferred share units of Hilton common stock as a grant. These units are fully vested compensation and increase her total beneficial ownership to 23,317.029 shares, according to the Form 4 filing details.

How many Hilton (HLT) shares does Elizabeth A. Smith own after this Form 4?

After the grant, Elizabeth A. Smith beneficially owns 23,317.029 Hilton common shares. This total includes the 742 newly awarded deferred share units, each representing one share, as disclosed in the Form 4 transaction information.

What are deferred share units in Hilton (HLT) director compensation?

Deferred share units are fully vested awards where each unit represents one Hilton common share. For Elizabeth A. Smith, the underlying shares will be issued upon the earlier of her board service ending, a company change in control, or the second anniversary of the grant date.

Did Elizabeth A. Smith buy or sell Hilton (HLT) shares in this filing?

She did not buy or sell shares on the market; she acquired 742 shares through a grant. The Form 4 classifies this as a grant or award acquisition, a common form of director equity compensation rather than an open-market trade.

When will the Hilton (HLT) deferred share units be settled into shares?

The deferred share units will convert into Hilton common shares at the earliest of three events: termination of Elizabeth A. Smith’s service as director, a change in control of Hilton, or the second anniversary of the grant date, per the award terms.