Hilton (HLT) director Raymond Mabus receives 742 deferred share units under incentive plan

Rhea-AI Filing Summary

Mabus Raymond E reported acquisition or exercise transactions in this Form 4 filing.

Hilton Worldwide Holdings Inc. director Raymond E. Mabus received an award of 742 deferred share units of common stock. Each unit represents one fully vested share that will be issued in the future, bringing his direct holdings to 15,217.586 shares. The underlying shares will be delivered 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 Mabus Raymond E

Role Director

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

Holdings After Transaction: Common Stock — 15,217.586 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 Shares held after transaction: 15,217.586 shares Grant price per share: $0.0000 per share +1 more

4 metrics

Deferred share units granted 742 units Common Stock grant on 2026-05-14

Shares held after transaction 15,217.586 shares Total direct Hilton common stock holdings post-grant

Grant price per share $0.0000 per share Equity award, no cash paid by director

Transaction code A Grant, award, or other acquisition of non-derivative securities

Key Terms

deferred share units, Hilton Amended and Restated 2017 Omnibus Incentive Plan, change in control, termination of service as a director

4 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

"awarded pursuant to the Hilton Amended and Restated 2017 Omnibus Incentive Plan."

change in control regulatory

"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.

termination of service as a director regulatory

"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."

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/18/2026 - 04:53 PM Learn about SEC filing dates

FAQ

What did Hilton (HLT) director Raymond E. Mabus report in this Form 4?

Director Raymond E. Mabus reported receiving 742 deferred share units of Hilton common stock as a grant. These units are fully vested and increase his direct holdings to 15,217.586 shares, to be delivered upon specified future events under Hilton’s incentive plan.

How many Hilton (HLT) shares does Raymond E. Mabus hold after this grant?

After the grant, Raymond E. Mabus holds 15,217.586 shares of Hilton common stock directly. This total includes the 742 newly awarded deferred share units, each representing one underlying share to be issued when the plan’s triggering conditions occur.

What are deferred share units in the Hilton (HLT) Form 4 filing?

Deferred share units are awards where each unit represents one underlying share of Hilton common stock. In this filing, they are fully vested but will be issued later upon the earliest of board service termination, a change in control, or the second anniversary of the grant.

When will Raymond E. Mabus receive the underlying Hilton (HLT) shares from these units?

The underlying Hilton shares will be issued upon the earliest of three events: termination of Mabus’s service as a director, a change in control of Hilton, or the second anniversary of the grant date, according to the incentive plan terms.

Was the Hilton (HLT) director’s award an open-market purchase or a compensation grant?

The transaction was a compensation grant, not an open-market purchase. The Form 4 uses code “A” for a grant or award, and the units were awarded under Hilton’s Amended and Restated 2017 Omnibus Incentive Plan at no cash cost per share.

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^*

Mabus Raymond E

(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	15,217.586	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)