Director Jonathan Gray filed a Form 4 with the SEC on November 2, 2026, disclosing the acquisition of 161 deferred share units of Hilton Worldwide Holdings Inc. (NYSE:HLT) on November 1, 2026, at no cost, as payment of director fees under the company's equity incentive plan.

Key Highlights

  • Reporting person: Jonathan Gray, listed as a Director of Hilton Worldwide Holdings Inc.
  • Acquisition: 161 deferred share units (DSUs) acquired on November 1, 2026, at a price of $0.
  • Transaction code: Code A, reflecting an acquisition under the Hilton Amended and Restated 2017 Omnibus Incentive Plan as payment of director fees.
  • Post-transaction ownership: 9,459.214 shares of common stock beneficially owned directly following the reported transaction.
  • Vesting status: Each deferred share unit is described as fully vested, with underlying shares to be issued upon the earlier of termination of director service, a change in control, or the second anniversary of the grant date.
  • Filing signed: By James O. Smith, Attorney-in-Fact, dated November 2, 2026.

Director Fee Payment in Deferred Share Units at Hilton Worldwide

According to the filing, Jonathan Gray, a Director of Hilton Worldwide Holdings Inc. (NYSE:HLT), acquired 161 deferred share units on November 1, 2026, under the Hilton Amended and Restated 2017 Omnibus Incentive Plan. The transaction was recorded with a price of $0, consistent with the filing's description of the units as payment of director fees rather than an open-market purchase.

The filing states that each deferred share unit represents one share of Hilton common stock and is fully vested at grant. However, the underlying shares will not be issued immediately. According to the explanation of responses, issuance will occur 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.

Following the reported transaction, the filing discloses that Gray directly beneficially owns 9,459.214 shares of Hilton common stock in total. The Form 4 was filed by one reporting person and was signed by James O. Smith as Attorney-in-Fact on November 2, 2026. No derivative securities transactions were reported in Table II of the filing.

What Was Disclosed

Jonathan Gray, a Hilton Worldwide Holdings director, disclosed the acquisition of 161 deferred share units at no cost on November 1, 2026, as director fee compensation under the company's 2017 Omnibus Incentive Plan, bringing his direct beneficial ownership to 9,459.214 shares.