Hilton (NYSE: HLT) director Elizabeth Smith awarded 145 deferred share units

Rhea-AI Filing Summary

SMITH ELIZABETH A reported acquisition or exercise transactions in this Form 4 filing.

Hilton Worldwide Holdings Inc. director Elizabeth A. Smith received an award of 145 deferred share units of common stock on May 1, 2026. The units were granted at $0.00 per share as compensation, not through an open-market purchase or sale.

Each deferred share unit represents one fully vested share of Hilton common stock, to be issued to Smith upon the earlier of her termination of service as a director, a change in control of Hilton, or the second anniversary of the grant date. Following this grant, she holds 22,575.029 shares directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider SMITH ELIZABETH A

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	145	$0.00	--

Holdings After Transaction: Common Stock — 22,575.029 shares (Direct, null)

Footnotes (1)

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Key Figures

Deferred share units granted: 145 units Grant price per unit: $0.00 per share Shares held after transaction: 22,575.029 shares

3 metrics

Deferred share units granted 145 units Award on May 1, 2026 to director Elizabeth A. Smith

Grant price per unit $0.00 per share Compensation award, not open-market purchase

Shares held after transaction 22,575.029 shares Direct holdings of Elizabeth A. Smith following the award

Key Terms

deferred share units, Hilton 2017 Omnibus Incentive Plan, change in control

3 terms

deferred share units financial

"Payment of fees in deferred share units pursuant to the Hilton 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 2017 Omnibus Incentive Plan financial

"Payment of fees in deferred share units pursuant to the Hilton 2017 Omnibus Incentive Plan."

change in control financial

"upon the earlier to occur of a (i) termination of service as a director, (ii) a change in control of the Issuer"

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^*

SMITH ELIZABETH A

(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)
05/01/2026

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	05/01/2026		A		145(1)	A	$0	22,575.029	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. Payment of fees in deferred share units pursuant to the Hilton 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 earlier 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	05/05/2026
	** 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 Elizabeth A. Smith report in this Form 4?

Elizabeth A. Smith reported receiving 145 deferred share units of Hilton common stock as a compensation award. These units were granted at $0.00 per share and increase her direct holdings to 22,575.029 shares after the transaction.

How many Hilton (HLT) shares does Elizabeth A. Smith hold after this transaction?

After the award, Elizabeth A. Smith directly holds 22,575.029 shares of Hilton common stock. This figure includes the effect of the 145 deferred share units granted on May 1, 2026, as disclosed in the Form 4 filing.

What are deferred share units in the Hilton (HLT) Form 4 for Elizabeth A. Smith?

The filing describes deferred share units as fully vested units, each representing one share of Hilton common stock. The underlying shares will be issued to Elizabeth A. Smith later, based on specific triggering events defined in the company’s incentive plan.

Under what plan were the Hilton (HLT) deferred share units granted to Elizabeth A. Smith?

The deferred share units were granted as payment of fees under the Hilton 2017 Omnibus Incentive Plan. This plan allows directors to receive compensation in deferred share units instead of cash, with each unit representing one future share of common stock.

When will Elizabeth A. Smith receive the Hilton (HLT) shares underlying her deferred share units?

According to the footnote, the underlying shares will be issued upon the earliest of three events: her termination of service as a director, a change in control of Hilton, or the second anniversary of the grant date.

Was the Hilton (HLT) Form 4 for Elizabeth A. Smith an open-market stock purchase or sale?

No, the Form 4 shows a grant or award acquisition, not an open-market trade. The 145 deferred share units were issued at $0.00 per share as director compensation under Hilton’s 2017 Omnibus Incentive Plan.