Hilton (HLT) Director Discloses Dividend Equivalent Rights, Totals 8,439.463 Shares

Rhea-AI Filing Summary

Hilton Worldwide Holdings Inc. director reported a small automatic share accrual tied to the company’s dividend. On 12/29/2025, the director acquired 4.325 shares of common stock at a price of $0, reflecting dividend equivalent rights that accrued on deferred share units in connection with Hilton’s quarterly dividend.

After this transaction, the director beneficially owns 8,439.463 shares of Hilton common stock in direct ownership form. This filing records routine dividend-related share credits rather than an open-market purchase or sale.

Insider Trade Summary

Net Buyer: 4.325 shares

Net Buy 1 txn

Insider GRAY JONATHAN

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	4.325	$0.00	$0.00

Holdings After Transaction: Common Stock — 8,439.463 shares (Direct)

Footnotes (1)

1. F1. Represents dividend equivalent rights in connection with the Issuer's quarterly dividend and accrued to the reporting person on deferred share units.

FAQ

What insider transaction did Hilton (HLT) disclose in this Form 4?

A Hilton Worldwide Holdings Inc. director reported acquiring 4.325 shares of common stock on 12/29/2025, recorded as an automatic dividend-related accrual.

What is the total Hilton (HLT) share ownership reported by the director after this transaction?

Following the transaction, the director beneficially owns 8,439.463 shares of Hilton common stock in direct ownership.

At what price were the new Hilton (HLT) shares acquired by the director?

The 4.325 shares were acquired at a reported price of $0, reflecting that they were credited as dividend equivalent rights rather than purchased for cash.

What is the reason for the additional Hilton (HLT) shares reported in this filing?

The filing explains that the transaction represents dividend equivalent rights that accrued to the reporting person on deferred share units in connection with Hilton’s quarterly dividend.

What role does the reporting person hold at Hilton (HLT)?

The reporting person is disclosed as a Director of Hilton Worldwide Holdings Inc., with the relationship box for Director checked in the filing.

Is this Hilton (HLT) insider transaction a purchase or sale on the open market?

No. The filing classifies the transaction as an acquisition of dividend equivalent rights credited at $0, not an open-market purchase or sale.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 12/30/2025 - 04:24 PM Learn about SEC filing dates

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^*

GRAY JONATHAN

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP; 345 PARK AVE.

(Street)

NEW YORK NY 10154

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2025

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	12/29/2025		A		4.325(1)	A	$0	8,439.463	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 dividend equivalent rights in connection with the Issuer's quarterly dividend and accrued to the reporting person on deferred share units.

Remarks:

	/s/ Owen L. Wilcox, Attorney-in-Fact	12/30/2025
	** 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.