Christopher Nassetta (NYSE: HLT) has Hilton shares withheld for taxes

Rhea-AI Filing Summary

Hilton Worldwide Holdings Inc. director and officer Christopher J. Nassetta reported a tax-withholding disposition of 50,678 shares of common stock on March 3, 2026, at $305.94 per share. The shares were withheld by the company to cover tax obligations arising from vesting restricted stock units and performance share units.

After this transaction, he directly holds 91,612 shares of Hilton common stock. Additional shares are held indirectly: 801,716 shares through Harwood Road LLC, whose managing member is a revocable living trust, and 2,714,228 shares in a revocable trust. Nassetta disclaims beneficial ownership of indirectly held securities 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)
03/03/2026

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	03/03/2026		F		50,678(1)	D	$305.94	91,612	D
Common Stock								801,716	I	See Footnote(2)
Common Stock								2,714,228	I	See Footnote(3)

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. Shares withheld by the Company for the payment of tax liability incident to vesting of restricted stock units and performance share units.

2. 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.

3. 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.

Remarks:

President and Chief Executive Officer

	/s/ James O. Smith, Attorney-in-Fact	03/05/2026
	** 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).
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FAQ

What insider transaction did Christopher J. Nassetta report for Hilton (HLT)?

Christopher J. Nassetta reported a tax-withholding disposition of 50,678 Hilton common shares at $305.94 per share. The shares were withheld by the company to satisfy tax liabilities tied to vesting restricted stock units and performance share units, not an open-market sale.

How many Hilton (HLT) shares does Christopher J. Nassetta directly hold after this Form 4?

After the reported tax-withholding transaction, Christopher J. Nassetta directly holds 91,612 shares of Hilton common stock. This figure reflects his remaining direct ownership following the 50,678 shares withheld by the company for tax obligations related to equity award vesting.

What indirect Hilton (HLT) share holdings are associated with Christopher J. Nassetta?

Indirectly, 801,716 Hilton shares are held through Harwood Road LLC, whose managing member is a revocable living trust, and 2,714,228 shares are held in a separate revocable trust. Nassetta disclaims beneficial ownership of these indirect holdings except for his pecuniary interest.

Was Christopher J. Nassetta’s Hilton (HLT) Form 4 transaction a market sale?

No, the Form 4 describes a tax-withholding disposition, not a market sale. Hilton withheld 50,678 shares at $305.94 per share to cover tax liabilities from vesting restricted stock units and performance share units awarded to Christopher J. Nassetta.

What does the Hilton (HLT) Form 4 say about Nassetta’s beneficial ownership of indirect shares?

The filing states that Nassetta disclaims beneficial ownership of shares reported as indirectly held, except to the extent of his pecuniary interest. This applies to Hilton shares held through Harwood Road LLC and a revocable trust associated with him and his family.