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

Rhea-AI Filing Summary

STEENLAND DOUGLAS M reported acquisition or exercise transactions in this Form 4 filing.

Hilton Worldwide Holdings Inc. director Douglas M. Steenland received an equity award of 742 deferred share units of common stock at no cash cost. Each unit equals one Hilton share and is fully vested, with underlying shares to be delivered after he leaves the board, a change in control, or the second anniversary of the grant date. Following this grant, he directly holds a total of 29,167.029 shares and deferred share units.

Insights

Equity compensation analyst

Director received a routine fully vested equity award with deferred settlement.

Director Douglas M. Steenland was granted 742 deferred share units under the Hilton Amended and Restated 2017 Omnibus Incentive Plan. These units are equity compensation, not an open-market purchase, and carry no exercise price or cash outlay.

The award is fully vested on grant but settles in shares only upon board service termination, a change in control, or the second anniversary of the grant date. After this grant, Steenland holds 29,167.029 shares and units directly, indicating the transaction is modest relative to his overall disclosed position.

Insider Trade Summary

Net Buyer: 742 shares

Net Buy 1 txn

Insider STEENLAND DOUGLAS M

Role Director

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

Holdings After Transaction: Common Stock — 29,167.029 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Deferred share units granted: 742 units Award price per unit: $0.0000 per unit Holdings after transaction: 29,167.029 shares/units +1 more

4 metrics

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

Award price per unit $0.0000 per unit Grant, award, or other acquisition

Holdings after transaction 29,167.029 shares/units Direct ownership following award

Form type Form 4 Insider transaction reporting by director

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

"Represents deferred share units of the Issuer awarded pursuant to the Hilton Amended and Restated 2017 Omnibus Incentive Plan."

change in control financial

"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."

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/18/2026 - 04:54 PM Learn about SEC filing dates

FAQ

What did Hilton (HLT) director Douglas M. Steenland receive in this Form 4?

He received an award of 742 deferred share units of Hilton common stock. These units are fully vested equity compensation granted under Hilton’s omnibus incentive plan, not an open-market stock purchase or sale transaction.

How many Hilton (HLT) shares and units does Douglas M. Steenland hold after the transaction?

After the award, he directly holds 29,167.029 shares and deferred share units. This figure includes the newly granted 742 units and represents his total disclosed direct equity position in Hilton following the transaction.

What are deferred share units in the Hilton (HLT) Form 4 filing?

Deferred share units are fully vested rights to receive Hilton common stock in the future. Each unit equals one share, with actual shares delivered upon board service termination, a change in control, or the second anniversary of the grant date.

When will Douglas M. Steenland receive Hilton (HLT) shares from these deferred share units?

The underlying shares will be issued at the earliest of three events: his termination of service as a director, a change in control of Hilton, or the second anniversary of the grant date, as specified in the footnote.

Did the Hilton (HLT) director pay cash for the 742 deferred share units?

No, the 742 deferred share units were granted at a price of $0.0000 per unit. This indicates they are part of equity compensation rather than a cash-funded purchase of Hilton common stock on the open market.

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^*

STEENLAND DOUGLAS M

(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	29,167.029	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. 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)