Hilton (HLT) director Jonathan Gray receives 742 deferred share units as equity award

Rhea-AI Filing Summary

GRAY JONATHAN reported acquisition or exercise transactions in this Form 4 filing.

Hilton Worldwide Holdings Inc. director Jonathan Gray received an award of 742 deferred share units of common stock as compensation. These units were granted at no cash cost and increase his direct holdings to 9,289.622 shares-equivalent. Each deferred share unit represents one share of common stock, is fully vested, and will be settled in shares upon the earlier of his termination as a director, a change in control of Hilton, or the second anniversary of the grant date.

Insider Trade Summary

Net Buyer: 742 shares

Net Buy 1 txn

Insider GRAY JONATHAN

Role Director

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

Holdings After Transaction: Common Stock — 9,289.622 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Deferred share units granted: 742 units Holdings after transaction: 9,289.622 shares-equivalent Grant price per unit: $0.0000 per unit

3 metrics

Deferred share units granted 742 units Grant of fully vested deferred share units of common stock

Holdings after transaction 9,289.622 shares-equivalent Total direct holdings following the award

Grant price per unit $0.0000 per unit Compensation grant, not a cash purchase

Key Terms

deferred share units, Hilton 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 and Restated 2017 Omnibus Incentive Plan."

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.

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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/18/2026 - 04:51 PM Learn about SEC filing dates

FAQ

What insider transaction did Hilton (HLT) report for Jonathan Gray?

Hilton reported that director Jonathan Gray received a grant of 742 deferred share units of common stock. These units are a form of equity compensation and increase his direct holdings to 9,289.622 shares-equivalent after the award.

What are the key terms of Jonathan Gray’s deferred share units at Hilton (HLT)?

Each deferred share unit represents one share of Hilton common stock and is fully vested. The underlying shares will be issued upon the earlier of director service termination, a change in control of Hilton, or the second anniversary of the grant date.

Did Jonathan Gray buy or sell Hilton (HLT) shares in this Form 4?

The Form 4 shows an acquisition of 742 deferred share units as a grant or award, not an open-market buy or sell. The transaction price per share is reported as 0.0000, indicating compensation rather than a cash purchase.

How many Hilton (HLT) shares does Jonathan Gray hold after this award?

After receiving 742 deferred share units, Jonathan Gray’s direct holdings total 9,289.622 shares-equivalent of Hilton common stock. This figure reflects his position following the reported compensation grant of deferred share units under the company’s incentive plan.

Under which plan were Jonathan Gray’s Hilton (HLT) deferred share units granted?

The 742 deferred share units were awarded under the Hilton Amended and Restated 2017 Omnibus Incentive Plan. This plan allows Hilton to grant equity-based compensation, including deferred share units that deliver common shares at specified future events.

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^*

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)

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	9,289.622	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)