Hilton (NYSE: HLT) director Jonathan Gray receives 4.159 dividend-equivalent shares

Rhea-AI Filing Summary

GRAY JONATHAN reported acquisition or exercise transactions in this Form 4 filing.

Hilton Worldwide Holdings Inc. director Jonathan Gray received 4.159 shares of common stock on March 31, 2026. The Form 4 describes this as dividend equivalent rights that accrued on his deferred share units in connection with Hilton’s quarterly dividend. After this award, Gray directly holds 8,443.622 common shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider GRAY JONATHAN

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	4.159	$0.00	--

Holdings After Transaction: Common Stock — 8,443.622 shares (Direct)

Footnotes (1)

1. [object Object]

Key Figures

Shares acquired: 4.159 shares Holdings after transaction: 8,443.622 shares Reported price per share: $0.0000 per share +1 more

4 metrics

Shares acquired 4.159 shares Dividend equivalent rights credited on March 31, 2026

Holdings after transaction 8,443.622 shares Common stock directly held by Jonathan Gray after award

Reported price per share $0.0000 per share Grant of dividend equivalent rights, not a cash purchase

Transaction code Code A Grant, award, or other acquisition of common stock

Key Terms

dividend equivalent rights, deferred share units, quarterly dividend, grant, award, or other acquisition

4 terms

dividend equivalent rights financial

"Represents dividend equivalent rights in connection with the Issuer's quarterly dividend"

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

deferred share units financial

"accrued to the reporting person on deferred share units"

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.

quarterly dividend financial

"in connection with the Issuer's quarterly dividend and accrued"

A quarterly dividend is a payment a company gives to its shareholders four times a year, usually as a share of its profits. It's like getting a small bonus every few months for owning the company's stock, which can provide a steady income. Investors watch these payments to see how well a company is doing and whether it’s a good investment.

grant, award, or other acquisition financial

"transaction code description: Grant, award, or other acquisition"

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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^*

GRAY JONATHAN

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP; 345 PARK AVE.

(Street)

NEW YORK NEW YORK 10154

(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)
03/31/2026

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	03/31/2026		A		4.159(1)	A	$0	8,443.622	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/ James O. Smith, Attorney-in-Fact	04/02/2026
	** 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 insider transaction did Hilton (HLT) director Jonathan Gray report?

Jonathan Gray reported acquiring 4.159 shares of Hilton common stock. The Form 4 states these represent dividend equivalent rights that accrued on his deferred share units in connection with Hilton’s quarterly dividend, increasing his directly held position to 8,443.622 shares.

How many Hilton (HLT) shares does Jonathan Gray hold after this Form 4?

After the reported transaction, Jonathan Gray directly holds 8,443.622 Hilton common shares. This figure reflects his ownership following the 4.159-share award of dividend equivalent rights tied to deferred share units and the company’s quarterly dividend.

What does the 4.159-share award to Jonathan Gray at Hilton (HLT) represent?

The 4.159-share award represents dividend equivalent rights. According to the Form 4 footnote, these rights accrued to Jonathan Gray on his deferred share units in connection with Hilton Worldwide Holdings Inc.’s quarterly dividend, rather than an open-market stock purchase.

Was Jonathan Gray’s Hilton (HLT) Form 4 transaction a market buy or sell?

The filing characterizes the transaction as a grant or award acquisition, not a market buy or sell. The 4.159 shares reflect dividend equivalent rights credited on deferred share units due to Hilton’s quarterly dividend, with no stated purchase price per share.

What is the transaction code used in Jonathan Gray’s Hilton (HLT) Form 4?

The transaction uses code “A,” described as a grant, award, or other acquisition. The Form 4 notes that 4.159 Hilton common shares were credited as dividend equivalent rights on deferred share units, linked to the company’s regular quarterly dividend.

How is the price per share reported in Jonathan Gray’s Hilton (HLT) Form 4?

The transaction reports a price per share of 0.0000. This aligns with the description of the 4.159 Hilton shares as dividend equivalent rights on deferred share units, indicating a compensation-related credit rather than a cash purchase in the open market.