Hilton (HLT) director Jonathan Gray receives fully vested deferred stock units

Rhea-AI Filing Summary

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

Hilton Worldwide Holdings Inc. director Jonathan Gray received a grant of 104 fully vested deferred share units of common stock as compensation. Each unit represents one share and was awarded at a price of $0.00 under the Hilton 2017 Omnibus Incentive Plan.

The underlying shares will be issued to Gray upon the earlier of his termination of service as a director, a change in control of Hilton, or the second anniversary of the grant date. Following this grant, he holds a total of 8,547.622 shares of Hilton common stock directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider GRAY JONATHAN

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	104	$0.00	--

Holdings After Transaction: Common Stock — 8,547.622 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Deferred share units granted: 104 units Grant price per unit: $0.00 per unit Total shares after transaction: 8,547.622 shares

3 metrics

Deferred share units granted 104 units Grant of fully vested deferred share units on May 1, 2026

Grant price per unit $0.00 per unit Equity compensation grant under Hilton 2017 Omnibus Incentive Plan

Total shares after transaction 8,547.622 shares Direct Hilton common stock holdings following the grant

Key Terms

deferred share units, Hilton 2017 Omnibus Incentive Plan, change in control, termination of service as a director

4 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.

termination of service as a director financial

"upon the earlier to occur of a (i) termination of service as a director"

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)
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		104(1)	A	$0	8,547.622	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. 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 insider transaction did Hilton (HLT) report for Jonathan Gray?

Hilton (HLT) reported that director Jonathan Gray received a grant of 104 fully vested deferred share units of common stock. These units are a form of equity compensation awarded at $0.00 per unit under the Hilton 2017 Omnibus Incentive Plan.

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

After this grant, Jonathan Gray holds 8,547.622 shares of Hilton (HLT) common stock directly. This total includes the impact of the 104 newly granted deferred share units reported in the Form 4 insider filing.

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

Deferred share units are equity awards where each unit represents one share of Hilton (HLT) common stock. In this case, the units are fully vested, and the underlying shares are delivered later upon specified triggering events outlined in the incentive plan.

When will Jonathan Gray receive the Hilton (HLT) shares from his deferred units?

The underlying Hilton (HLT) shares will be issued to Jonathan Gray upon the earlier of his termination of service as a director, a change in control of Hilton, or the second anniversary of the grant date, according to the filing.

What plan governs Jonathan Gray’s deferred share units from Hilton (HLT)?

Jonathan Gray’s deferred share units were granted under the Hilton 2017 Omnibus Incentive Plan. This plan allows Hilton (HLT) to provide equity-based compensation to directors and others, aligning their interests with long-term shareholder value.