Hilton (NYSE: HLT) director gets dividend equivalent share grant

Rhea-AI Filing Summary

Hilton Worldwide Holdings Inc. director Marissa A. Mayer received an automatic share-based award tied to the company’s dividend. She acquired 0.458 shares of common stock as dividend equivalent rights on deferred share units, recorded at a price of $0.00 per share as compensation.

After this award, she directly holds 929.994 common shares. The filing also reports indirect holdings of 716 shares held by an irrevocable trust and 869 shares held by revocable trusts. These entries describe her overall reported ownership, not market purchases or sales.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider MAYER MARISSA A

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	0.458	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 929.994 shares (Direct); Common Stock — 716 shares (Indirect, By irrevocable trust)

Footnotes (1)

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Key Figures

Dividend equivalent grant: 0.458 shares Grant price: $0.00 per share Direct holdings after award: 929.994 shares +2 more

5 metrics

Dividend equivalent grant 0.458 shares Common Stock granted as dividend equivalent rights

Grant price $0.00 per share Compensation-related award, not open-market purchase

Direct holdings after award 929.994 shares Common Stock held directly following the transaction

Indirect irrevocable trust holdings 716 shares Common Stock held indirectly by irrevocable trust

Indirect revocable trusts holdings 869 shares Common Stock held indirectly by revocable trusts

Key Terms

dividend equivalent rights, deferred share units, irrevocable trust, revocable trusts

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.

irrevocable trust financial

"total_shares_following_transaction: 716.0000, nature_of_ownership: By irrevocable trust"

revocable trusts financial

"total_shares_following_transaction: 869.0000, nature_of_ownership: By revocable trusts"

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^*

MAYER MARISSA A

(Last) (First) (Middle)

7930 JONES BRANCH DR

(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)
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		0.458(1)	A	$0	929.994	D
Common Stock								716	I	By irrevocable trust
Common Stock								869	I	By revocable trusts

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 did Hilton (HLT) director Marissa Mayer report in this Form 4?

Marissa Mayer reported receiving 0.458 Hilton common shares as dividend equivalent rights on deferred share units. The award was recorded at $0.00 per share as compensation, not as an open-market purchase, and modestly increased her directly held share count.

How many Hilton (HLT) shares does Marissa Mayer hold directly after the transaction?

After the reported award, Marissa Mayer holds 929.994 Hilton common shares directly. This figure reflects her position following the 0.458-share dividend equivalent grant and provides context for the small scale of the compensation-related increase in her direct ownership.

What are the indirect Hilton (HLT) share holdings reported for Marissa Mayer?

The Form 4 lists 716 Hilton common shares held indirectly through an irrevocable trust and 869 shares held through revocable trusts. These indirect positions are reported ownership interests associated with trusts, not new market transactions, and sit alongside her directly owned shares.

Was the Hilton (HLT) Form 4 a market buy or sell by Marissa Mayer?

No, the Form 4 shows a grant, not a market trade. Mayer received 0.458 Hilton shares as dividend equivalent rights on deferred share units at $0.00 per share, reflecting routine compensation rather than an open-market purchase or sale of stock.

What are dividend equivalent rights mentioned in Hilton (HLT) director’s filing?

Dividend equivalent rights give holders of deferred share units compensation aligned with cash dividends on common stock. In this case, Mayer received 0.458 Hilton shares credited as dividend equivalents in connection with the issuer’s quarterly dividend on her deferred share units.