Christopher Nassetta (NYSE: HLT) granted options and RSUs at Hilton

Rhea-AI Filing Summary

Hilton Worldwide Holdings Inc. director and officer Christopher J. Nassetta reported multiple equity awards dated February 25, 2026. He received an employee stock option covering 53,093 shares, which vests in three equal annual installments beginning on March 3, 2027. He also acquired 19,183 common shares earned from previously granted performance-based units under the Hilton 2017 Omnibus Incentive Plan; these fully vested on February 25, 2026 after the compensation committee certified performance. In addition, he was granted 86,662 restricted stock units that vest in two equal annual installments beginning March 3, 2027. The filing also notes significant indirect common stock holdings through Harwood Road LLC and related trusts, for which he disclaims beneficial ownership except to the extent of his pecuniary interest.

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

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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^*

NASSETTA CHRISTOPHER J

(Last) (First) (Middle)

7930 JONES BRANCH DRIVE

(Street)

MCLEAN VA 22102

(City) (State) (Zip)

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
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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

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

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

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	02/25/2026		A		86,662(1)	A	$0	123,107	D
Common Stock	02/25/2026		A		19,183(2)	A	$0	142,290	D
Common Stock								801,716	I	See Footnote(3)
Common Stock								2,714,228	I	See Footnote(4)

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
Employee Stock Option (right to buy)	$313.35	02/25/2026		A		53,093		(5)	02/25/2036	Common Stock	53,093	$0	53,093	D

Explanation of Responses:

1. Represents shares earned in connection with the performance-based units previously granted and unreportable on March 2, 2023 pursuant to the Hilton 2017 Omnibus Incentive Plan. Shares were earned based upon the level of attainment of certain performance objectives and continued employment. These shares fully vested on February 25, 2026 following certification by the issuer's compensation committee.

2. Represents restricted stock units of the Issuer issued pursuant to the Hilton 2017 Omnibus Incentive Plan, which vest in two equal annual installments beginning on March 3, 2027.

3. These shares of common stock are held by Harwood Road LLC, a limited liability company. A revocable living trust, of which Mr. Nassetta is the trustee and a beneficiary, serves as the managing member of Harwood Road LLC. 99% of the economic interests in the limited liability company are held by a family trust for the benefit of Mr. Nassetta's children and the remaining 1% is held by the aforementioned living trust. The Reporting Person states that this filing shall not be deemed to be an admission that the Reporting Person is the beneficial owner of any securities reported herein as indirectly held, and disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest therein.

4. These shares of common stock were previously reported as directly owned and have been transferred to a revocable trust, of which the reporting person is the trustee. This transfer was exempt from reporting under Rule 16a-13.

5. The option vests in three equal annual installments beginning on March 3, 2027.

Remarks:

President and Chief Executive Officer

	/s/ James O. Smith, Attorney-in-Fact	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity awards did Christopher Nassetta report in Hilton (HLT) Form 4?

Christopher Nassetta reported three equity awards. He received an employee stock option for 53,093 shares, 19,183 common shares earned from performance-based units, and 86,662 restricted stock units, all tied to the Hilton 2017 Omnibus Incentive Plan and granted on February 25, 2026.

How do the new Hilton (HLT) stock option and RSUs for Christopher Nassetta vest?

The awards vest over several years. The 53,093-share stock option vests in three equal annual installments starting March 3, 2027. The 86,662 restricted stock units vest in two equal annual installments beginning March 3, 2027, spreading the benefit over time.

What are the 19,183 Hilton (HLT) shares earned by Christopher Nassetta from performance units?

The 19,183 shares reflect earned performance-based units. They were granted under the Hilton 2017 Omnibus Incentive Plan and became earned based on performance objectives and continued employment, fully vesting on February 25, 2026 after certification by Hilton’s compensation committee.

How are Christopher Nassetta’s indirect Hilton (HLT) share holdings structured?

Indirect holdings are primarily through Harwood Road LLC and trusts. A revocable living trust where he is trustee and beneficiary manages Harwood Road LLC, while most economic interests are held by a family trust. He disclaims beneficial ownership beyond his pecuniary interest.

Were any Hilton (HLT) shares sold in Christopher Nassetta’s latest Form 4?

No share sales were reported in this filing. The report shows grants and awards coded as acquisitions, plus updated indirect holdings. There are no transactions coded as sales or dispositions, indicating this Form 4 reflects only awards and ownership updates.

Which compensation plan governs the reported Hilton (HLT) equity awards to Christopher Nassetta?

The awards are under the Hilton 2017 Omnibus Incentive Plan. Both the performance-based units that yielded 19,183 shares and the 86,662 restricted stock units are issued pursuant to this plan, tying executive compensation to long-term company performance and service conditions.