Christopher J. Nassetta - Feb 27, 2025 Form 4 Insider Report for Hilton Worldwide Holdings Inc. (HLT)

Signature
/s/ Owen L. Wilcox, Attorney-in-Fact
Stock symbol
HLT
Transactions as of
Feb 27, 2025
Transactions value $
$0
Form type
4
Date filed
3/3/2025, 05:09 PM
Previous filing
Feb 7, 2025
Next filing
Mar 5, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HLT Common Stock Award $0 +92.6K +197.47% $0.00 140K Feb 27, 2025 Direct F1
transaction HLT Common Stock Award $0 +22.3K +15.97% $0.00 162K Feb 27, 2025 Direct F2
holding HLT Common Stock 802K Feb 27, 2025 See Footnote F3
holding HLT Common Stock 2.65M Feb 27, 2025 See Footnote F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction HLT Employee Stock Option (right to buy) Award $0 +62.1K $0.00 62.1K Feb 27, 2025 Common Stock 62.1K $259.10 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares earned in connection with the performance-based units previously granted and unreportable on February 25, 2022 pursuant to the Hilton 2017 Omnibus Incentive Plan. Shares were earned based upon the level of attainment of certain performance objectives and continued employment. These shares fully vested on February 27, 2025 following certification by the issuer's compensation committee.
F2 Represents restricted stock units of the Issuer issued pursuant to the Hilton 2017 Omnibus Incentive Plan, which vest in two equal annual installments beginning on March 3, 2026.
F3 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.
F4 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.
F5 The option vests in three equal installments beginning on March 3, 2026.

Remarks:

President and Chief Executive Officer