Hilton (NYSE: HLT) CEO exercises stock options and sells 114,289 shares

Rhea-AI Filing Summary

Hilton Worldwide Holdings Inc. director and officer Christopher J. Nassetta reported a set of insider transactions dated February 17, 2026. He exercised an employee stock option for 114,289 shares of common stock at a price of $41.41 per share and acquired the underlying shares. On the same date, he sold an aggregate of 114,289 shares of Hilton common stock in open-market transactions at weighted average prices of $316.2743, $317.3578, $318.3736, and $319.2978, including shares sold to cover the option exercise price and related tax liabilities. After these sales, his directly held common stock position reported in the filing was 36,445 shares. The filing also reports indirect ownership of 801,716 shares held through Harwood Road LLC, whose managing member is a revocable living trust for which he is trustee and a beneficiary, and 2,714,228 shares held through a revocable trust, with beneficial ownership of indirectly held shares disclaimed 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)
02/17/2026

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	02/17/2026		M		114,289	A	$41.41	150,734	D
Common Stock	02/17/2026		S		30,404(1)	D	$316.2743(2)	120,330	D
Common Stock	02/17/2026		S		47,134(1)	D	$317.3578(3)	73,196	D
Common Stock	02/17/2026		S		27,376(1)	D	$318.3736(4)	45,820	D
Common Stock	02/17/2026		S		9,375(1)	D	$319.2978(5)	36,445	D
Common Stock								801,716	I	See Footnote(6)
Common Stock								2,714,228	I	See Footnote(7)

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)	$41.41	02/17/2026		M			114,289	(8)	02/18/2026	Common Stock	114,289	$0	0	D

Explanation of Responses:

1. Includes shares sold to cover payment of option exercise price and payment of tax liability incident to exercise of option granted in February 2016 that expires on February 18, 2026.

2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $315.86 to $316.8475, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.

3. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $316.86 to $317.8575, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $317.86 to $318.85, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $318.86 to $319.75, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

6. 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.

7. 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.

8. The option vested in three equal annual installments beginning on February 18, 2017.

Remarks:

President and Chief Executive Officer

	/s/ James O. Smith as attorney-in-fact	02/18/2026
	** 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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did Hilton (HLT) executive Christopher Nassetta report?

Christopher Nassetta reported exercising stock options for 114,289 shares at $41.41 and selling 114,289 common shares in open-market trades at weighted average prices between $316.2743 and $319.2978, all dated February 17, 2026.

How many Hilton (HLT) shares did Christopher Nassetta sell on February 17, 2026?

He sold a total of 114,289 Hilton common shares on February 17, 2026. The sales were executed in multiple open-market transactions at weighted average prices of $316.2743, $317.3578, $318.3736, and $319.2978 per share, according to the Form 4.

What options did Christopher Nassetta exercise in this Hilton (HLT) Form 4?

He exercised an Employee Stock Option covering 114,289 shares of Hilton common stock at an exercise price of $41.41 per share. The option was granted in February 2016, vested in three equal annual installments beginning February 18, 2017, and expires on February 18, 2026.

How many Hilton (HLT) shares does Christopher Nassetta hold directly after these transactions?

After the reported transactions, Christopher Nassetta directly owned 36,445 shares of Hilton common stock. This figure reflects his remaining direct holdings following the option exercise and subsequent open-market sales disclosed for February 17, 2026.

What indirect Hilton (HLT) shareholdings are associated with Christopher Nassetta?

The Form 4 lists 801,716 shares held by Harwood Road LLC and 2,714,228 shares held through a revocable trust. Nassetta is trustee and a beneficiary of related trusts and disclaims beneficial ownership of indirectly held shares except to the extent of his pecuniary interest.

Were any Hilton (HLT) shares sold to cover option exercise costs or taxes?

Yes. A footnote states that some shares were sold to cover the option exercise price and the tax liability arising from exercising an option granted in February 2016 that expires on February 18, 2026, aligning with standard cashless exercise practices.