Hilton (NYSE: HLT) director granted 742 fully vested deferred share units

Rhea-AI Filing Summary

BEGLEY CHARLENE T reported acquisition or exercise transactions in this Form 4 filing.

Hilton Worldwide Holdings director Charlene T. Begley received 742 deferred share units of common stock as a fully vested award. Following this grant, she holds a total of 15,439.518 shares directly. Each deferred share unit equals one share and will be delivered upon the earlier of leaving the board, a change in control, or the second anniversary of the grant date.

Insights

Equity compensation analyst

Director received a routine equity award in deferred share units, with no cash transaction.

Hilton Worldwide Holdings Inc. granted director Charlene T. Begley 742 deferred share units of common stock as fully vested equity compensation. These units are awarded under the Hilton Amended and Restated 2017 Omnibus Incentive Plan and represent one share of common stock per unit.

The filing shows this as an acquisition via grant (code A) at a price of $0.0000, indicating a compensation award rather than an open-market purchase. After the grant, Begley directly holds 15,439.518 shares, suggesting the award is modest relative to her existing position.

The units will settle in actual shares at the earliest of ending service as a director, a change in control of Hilton, or the second anniversary of the grant date. This timing feature aligns director incentives with longer-term company outcomes without immediate share issuance.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider BEGLEY CHARLENE T

Role null

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

Holdings After Transaction: Common Stock — 15,439.518 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: 15,439.518 shares +1 more

4 metrics

Deferred share units granted 742 units Equity award on 2026-05-14

Price per unit $0.0000 per share Compensation grant, not open-market buy

Total shares after transaction 15,439.518 shares Direct holdings following award

Share conversion ratio 1 unit = 1 share Deferred share units into common stock

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

"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.

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^*

BEGLEY CHARLENE T

(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	15,439.518	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 did Hilton (HLT) director Charlene T. Begley receive in this Form 4?

Charlene T. Begley received 742 deferred share units of Hilton common stock as a fully vested equity award. Each unit equals one share and was granted as compensation, not purchased in the open market, under Hilton’s Amended and Restated 2017 Omnibus Incentive Plan.

How many Hilton (HLT) shares does Charlene T. Begley hold after this grant?

After the grant, Charlene T. Begley directly holds 15,439.518 shares of Hilton common stock. This total includes the 742 newly awarded deferred share units, which convert one-for-one into common shares when the settlement conditions are met in the future.

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

Deferred share units are fully vested rights to receive Hilton common stock in the future. In this case, each unit equals one share, issued later upon the earliest of board service ending, a change in control of Hilton, or the second anniversary of the grant date.

Was cash paid for the Hilton (HLT) shares reported in this Form 4?

No cash changed hands for this transaction. The Form 4 shows 742 deferred share units acquired at a price of $0.0000 per share, indicating a compensation-related grant to the director rather than an open-market purchase using personal funds.

Under which plan were the Hilton (HLT) deferred share units granted?

The deferred share units were granted under the Hilton Amended and Restated 2017 Omnibus Incentive Plan. This plan governs equity awards to eligible participants, including directors, and sets the terms for vesting, settlement in shares, and conditions such as changes in control.

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

The deferred share units will be settled into Hilton common shares at the earliest of three events: termination of service as a director, a change in control of Hilton, or the second anniversary of the grant date, providing a defined but deferred delivery schedule.