Form 4: Hilton Worldwide Holdings Inc. Director Jonathan Gray Reports Acquisition of Deferred Share Units

Director Jonathan Gray reports acquiring 928 deferred share units of Hilton Worldwide Holdings Inc. on May 14, 2025, at $0, bringing his total holdings to 8,425.511 shares.

Summary

• On May 14, 2025, Jonathan Gray, a director of Hilton Worldwide Holdings Inc., acquired 928 deferred share units.
• The acquisition was made at a price of $0 per share.
• Following the transaction, Gray's total beneficial ownership of Hilton common stock is 8,425.511 shares.
• These deferred share units were awarded under the Hilton 2017 Omnibus Incentive Plan and are fully vested.
• The underlying shares will be issued upon the earlier of termination of service as a director, a change in control of the Issuer, or the second anniversary of the grant date.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. It reflects a routine transaction indicating continued investment by a director, but it doesn't represent a major event.

Positives

• The acquisition of deferred share units indicates a continued investment and alignment of interests by a director within Hilton Worldwide Holdings Inc.

Future Outlook

The underlying shares of the deferred share units will be issued to Jonathan Gray upon the earlier of (i) termination of service as a director, (ii) a change in control of the Issuer, and (iii) the second anniversary of the grant date.

Industry Context

This filing is a routine disclosure related to executive compensation and holdings, common in the hospitality industry. It reflects standard practices for aligning management and shareholder interests through equity-based compensation.

Comparison to Industry Standards

• Equity-based compensation is a common practice among publicly traded companies, including Hilton's competitors like Marriott International (MAR) and Hyatt Hotels Corporation (H).
• These companies often use stock options, restricted stock units (RSUs), and deferred share units to incentivize executives and align their interests with those of shareholders.
• The vesting schedules and terms of these equity grants can vary, but they typically include performance-based or time-based vesting requirements.
• The Hilton 2017 Omnibus Incentive Plan, under which these deferred share units were awarded, is likely structured similarly to incentive plans at comparable companies.

Stakeholder Impact

• The acquisition of deferred share units by a director can positively influence shareholder confidence by demonstrating alignment of interests.

Key Dates

Keywords

Hilton Worldwide Holdings Inc., Jonathan Gray, deferred share units, beneficial ownership, Form 4, director, HLT, Omnibus Incentive Plan