Hilton Worldwide Holdings (HLT) 10-K risk factor changes: FY2024 vs FY2023

- the financial condition of and relationships with third-party property owners, developers and joint venture [added: and strategic] partners, including the risk that owners may terminate or fail to comply with our management, [removed: franchise or] [added: franchise,] joint venture [added: or strategic partner] contracts;

- changes in general economic conditions, including inflation, [removed: elevated] interest rates, supply chain disruptions, low consumer confidence, increases in unemployment levels and depressed real estate prices resulting from the severity and duration of any downturn in the U.S. or global economy and financial markets;

- wars, such as Russia's invasion of Ukraine and the [removed: 2023] escalation of conflict in the Middle East, political instability or civil unrest, terrorist activities or threats and resulting heightened travel security measures, any of which may foreclose travel to certain locales or decrease the appeal of travel among the general population;

Changes in ownership or management practices, perceptions of our [removed: ESG] [added: corporate responsibility] practices, perception of guest or employee health or safety, the occurrence of accidents or injuries, cyber-attacks, security breaches, natural disasters, crime, failure of suppliers, franchisees or business partners to comply with relevant regulations and contractual requirements relating to a variety of issues including environmental, human rights and labor, individual guest, owner or employee notoriety or similar events at our hotels and resorts can harm our reputation, create adverse publicity and cause a loss of consumer confidence in our business.

[added: If our third-party hotel owners are unable to repay or refinance maturing indebtedness on favorable] terms or at all, which could be more difficult in the current interest rate environment, their lenders could declare a default, accelerate the related debt and repossess the [removed: property and we could also be required to make cash payments for any debt that we guarantee or letters of credit that we have extended.][added: property.]

[removed: In addition, if third-party property owners fail to observe standards or meet their contractual requirements, we may elect to] exercise our termination rights, which would eliminate revenues from these properties and cause us to incur expenses related to terminating these contracts.

As a result, [added: at times new hotels have entered our pipeline at a slower rate than anticipated,] some properties in our development pipeline have entered our system later than we [removed: anticipated, new hotels have entered our pipeline at a slower rate than in the past] [added: anticipated] and some hotels under development never enter our system at all, thereby negatively affecting our overall growth.

We have launched and [added: acquired and] may continue to launch [added: and acquire] new hotel products, brands and/or concepts or execute brand expansions into new markets, including international markets.

These products may not be accepted by hotel owners, franchisees or customers and we cannot guarantee the level of acceptance any new [added: or acquired] brand will have in the development and consumer marketplaces.

If new [added: or acquired] branded hotel products, non-hotel branded concepts or brand expansions are not as successful as we anticipate, we may not recover the costs we incurred in their [removed: development] [added: development, acquisition] or expansion, which could have a material adverse effect on our business, financial condition and results of operations.

- risks associated with any mortgage debt, including the possibility of default, [removed: fluctuating] interest rate levels, particularly in the current interest rate environment, and uncertainties in the availability of replacement financing;

We develop, own and license or otherwise contract for sophisticated technology systems and services for property management, [added: brand assurance and compliance,] procurement, finance, human resources, [removed: reservations,] [added: reservation systems,] distribution [added: of hotel resources to current] and [added: future customers and guest amenities and] the operation of the Hilton Honors guest loyalty program.

[added: Although we have a] cold disaster recovery site in a separate location and cloud backup processes to [removed: back up] [added: provide continuous resilience of] our core reservation, property management, distribution and financial systems, certain of our data center operations are currently located in a single facility or with a single cloud-based provider.

The inability of these developers or us to continue to maintain and upgrade these information systems and software programs [removed: would] [added: has impacted, and in the future could,] disrupt or [removed: reduce] [added: reduce,] the efficiency of our operations if we were unable to convert to alternate systems in an efficient and timely manner.

We have in the past been subject to cyber-attacks and expect that we will be subject to additional cyber-attacks in the future and may experience data [removed: breaches.][added: breaches, especially as the pace, scale and sophistication of cyber-attacks continue to increase across all industry sectors, including hospitality.]

We are subject to various risks and costs associated with the collection, handling, storage and transmission of [removed: sensitive] [added: personally identifiable information and commercial] information, including costs related to compliance with U.S. and foreign data collection and privacy laws and other contractual obligations, as well as risks associated with the compromise of our systems collecting such information.

Many jurisdictions, including the European Union ("E.U."), the U.K., China and certain states within the U.S., have passed laws that require companies to meet specific requirements regarding the handling of [removed: personal data.][added: personally identifiable information.]

We could be exposed to fines, penalties, restrictions, litigation, reputational harm or other expenses, or other adverse effects on our business, due to failure to protect [removed: personal data] [added: personally identifiable information] and [removed: other] [added: commercial] sensitive information or failure to maintain compliance with the various U.S. and foreign data collection and privacy laws or with credit card industry standards or other applicable data security standards.

The hospitality industry demands the use of sophisticated technology and systems for property management, brand assurance and compliance, procurement, [added: finance, human resources,] reservation systems, [removed: operation of our guest loyalty programs,] distribution of hotel resources to current and future customers and guest [removed: amenities.][added: amenities and the operation of the Hilton Honors guest loyalty program.]

The development and maintenance of these technologies [added: has required and] may [added: further] require significant investment by us.

We rely on the internal processes and controls of third-party software and application vendors to maintain the security of all software [added: code, systems and data provided to or used by Hilton.]

Should those vendors fail to secure their products then we [removed: are] [added: would be] at risk of unintentionally injecting malware into our systems via compromised software code they [removed: provide.][added: provide and/or losing important data.]

The inability of such third parties to satisfy our [added: requirements] or our guests' [removed: requirements] [added: expectations] or provide such goods and services in a safe and secure manner could disrupt our business operations or make it more difficult for us to implement our business strategy.

We [added: have expanded and] may [added: continue to] seek to expand through acquisitions of and investments in other businesses and properties, or through [removed: alliances,] [added: alliances] and [added: strategic partner arrangements, and] we may also seek to divest some of our properties and other assets.

Acquisitions or investments in brands, businesses, properties or assets as well as third-party [added: partnerships and] alliances are subject to risks that could affect our business, including risks related to:

We may not actually realize any anticipated benefits from such acquisitions, investments or [added: third-party partnerships and] alliances.

We may also experience challenges from regulatory authorities in connection with our [removed: acquisitions and investments,] [added: acquisitions, investments or partnerships,] including from antitrust authorities who are increasingly scrutinizing such transactions, and which may lead to unforeseen expenditures or which may block, delay or impose undesirable conditions on our [removed: acquisitions and investments.][added: acquisitions, investments or partnerships.]

In addition, the success of any [removed: acquisition or] [added: acquisition,] investment [added: or partnership] also will depend, in part, on our ability to integrate the acquisition or investment with our existing operations.

Finally, any acquisitions, [removed: investments or] [added: investments, partnerships,] dispositions [added: or arrangements with strategic partners] could demand significant attention from management that would otherwise be available for business operations, which could harm our business.

Search engines and peer-to-peer inventory sources also provide online travel services that compete with our [removed: business.][added: direct channels.]

As a result, consumers may develop brand loyalties to the intermediaries’ [removed: brands, websites and] [added: brands due to their websites,] reservations systems [added: and loyalty programs] rather than to the Hilton [removed: brands and systems.][added: brands.]

[removed: If this happens, our business and profitability may be significantly affected] over time as shifting customer loyalties divert bookings away from our websites, which increases costs to hotels in our system.

Consolidation of internet travel intermediaries, or the entry of major internet companies into the internet travel bookings business, also could divert bookings away from our [removed: websites] [added: direct channels] and increase our hotels' cost of sales.

We manage a global reservation system that communicates reservations to our branded [added: and strategic partner] hotels when made by individuals directly, either online, by telephone to our call centers, through devices via our mobile application, or through intermediaries like travel agents, internet travel websites and other distribution channels.

We manage the Hilton Honors guest loyalty program for [removed: all] [added: the benefit] of [added: all] the brands that we [removed: operate.][added: operate and our strategic partners.]

The program is an important aspect of our business and of the affiliation value for hotel owners under management and franchise [removed: contracts.][added: contracts as well as for our strategic partner arrangements.]

System hotels, including, without limitation, third-party hotels under management and franchise [removed: contracts,] [added: contracts and strategic partner hotels,] contribute a percentage of the charges incurred by members of the loyalty program for each stay of a program member.

In addition to the accumulation of points for future hotel stays at our [removed: brands,] [added: brands and strategic partner hotels,] Hilton Honors arranges with third parties, such as airlines, other transportation services, online vendors, retailers and credit card companies, to sell Hilton Honors points for the use of their customers and/or to allow Hilton Honors members to use or exchange points for products or services made available to loyalty program members by those third parties.

We currently manage, franchise, own or lease [added: or have a strategic partnership arrangement with] hotels and resorts in [removed: 126] [added: 140] countries and territories around the world.

Our rooms outside the U.S. represented approximately [removed: 33] [added: 35] percent, [removed: 31] [added: 33] percent and [removed: 30] [added: 31] percent of our system-wide [added: hotel] rooms for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

We have been required and may, in the future, be required to make cash payments for any debt that we have guaranteed or letters of credit that we have extended.

In addition, if third-party property owners fail to observe standards or meet their contractual requirements, we may elect to

As of December 31, 2024, we had 3,578 hotels in our development pipeline under one of our brands or a strategic partner hotel brand, of which 225,100 rooms are under construction, which includes operating hotels that are in the process of conversion into our system.

For example, in July 2024 a software update by CrowdStrike Holdings, Inc., a cybersecurity technology company, caused a global information technology outage.

Although the outage did not have a material impact to our business, we were temporarily impacted by the outage, and similar software outages in the future could harm our operations and be material to us.

In some cases, we share personal customer and payment data with select third party partners to enable fulfillment of customer reservations and other requested or related services and we are dependent on those third-party partners to protect the integrity and safety of that data from unauthorized exposure.

For example, in 2024 we acquired the Graduate hotel brand, invested in the NoMad hotel brand and partnered with Small Luxury Hotels of the World and AutoCamp.

If this happens, our business and profitability may be significantly affected

During 2024, certain of our managed hotels in the U.S. experienced labor disruptions while these agreements were being negotiated that negatively affected operations at those hotels.

Labor regulation and the

If the Program is not extended or renewed upon its expiration in 2027, or if there are changes to the Program that would negatively affect insurance carriers, premiums for

employee lawsuits, and other business effects that could materially and negatively affect our performance and results of operations.

We have had a dispute regarding the federal taxation of the Hilton Honors guest loyalty program, which has been effectively settled through the tax year ended December 31, 2018.

However, the Hilton Honors guest loyalty program is still subject to audit for subsequent years, which may result in material increases to our income tax liability.

- enter into sale and lease-back transactions.

The terms of any future

These provisions could also discourage

The COVID-19 pandemic negatively affected our business, financial condition and results of operations and COVID-19 or other outbreaks of contagious diseases or other adverse public health developments may negatively affect future results.

The COVID-19 pandemic significantly affected the global economy and strained the hospitality industry due to travel restrictions and advisories, stay-at-home directives, limitations on public gatherings and modified work arrangements, all of which resulted in cancellations and reduced travel around the world, as well as complete and partial suspensions of certain hotel operations.

COVID-19 or outbreaks of other contagious diseases or other adverse public health developments could negatively affect future results.

As an example, the impact of COVID-19 and the related restrictions in China during 2022 limited demand in that market.

The long-term effects of the pandemic on our business and the travel industry at large remain uncertain.

The uncertain future impact of COVID-19 or other contagious diseases, including their effect on the ability or desire of people to travel and use our hotel properties for lodging, food and beverage and other services, may negatively affect our results, operations, outlook, plans, growth, cash flows and liquidity.

The steps we took in 2020 in response to the pandemic to reduce operating costs for us and our owners, including temporarily reducing compensation, reducing our workforce and furloughing a substantial number of our employees, negatively affected our ability to attract and retain employees.

Some hotels faced challenges recruiting to full staffing levels, which in some cases negatively affected guest experience and loyalty and, in turn, certain hotel results.

We could still experience long-term impacts on our operating costs as a result of attempts to counteract future outbreaks of COVID-19 or other viruses through, for example, costs incurred to provide necessary enhanced health and hygiene requirements or other such measures in one or more regions.

The COVID-19 pandemic also had a negative impact on our partners, including third-party owners of our properties, third-party service providers, travel agencies, suppliers and other vendors.

In particular, third-party owners of our hotels experienced financing difficulties and significant declines in revenues during the pandemic, thereby making it more difficult for them to maintain their hotels and service their indebtedness.

If our third-party hotel owners are unable to repay or refinance maturing indebtedness on favorable

As of December 31, 2023, we had 3,274 hotels in our development pipeline, which we define as hotels under construction or approved for development under one of our brands.

Although we have a

code provided to or used by Hilton.

- political, economic and other uncertainty resulting from the U.K.'s exit from the E.U. (commonly known as "Brexit"), the terms of which could adversely affect our business;

The COVID-19 pandemic negatively affected the labor market for employers.

Labor shortages affected the ability of our hotels to hire or re-hire employees during the ongoing recovery from the downturn caused by the pandemic.

Among the factors that caused the labor shortages were the relative reduced appeal of working in the hospitality industry in a downturn, alternatives available in other industries and perceived health and safety concerns.

and if unsuccessful, could result in the loss of important IP rights.

We

In addition, we could be criticized for the scope or nature of such initiatives or goals, or for revisions to these goals.

The IRS previously proposed material increases to our income tax liability related to our Hilton Honors guest loyalty program through the tax year ended December 31, 2018, which we consider effectively settled.

We recognized the effects of the settlement in prior periods.

The taxation of the Hilton Honors program continues to be subject to audit, and we could receive material tax assessments on the same issues in the future.

with such requirements may increase as a result.

Risks Related to Our Spin-offs

The spin-offs could result in substantial tax liability to us and our stockholders.

We received a private letter ruling from the IRS on certain issues relevant to qualification of the spin-offs as tax-free distributions under Section 355 of the Internal Revenue Code of 1986, as amended (the "Code").

Although the private letter ruling generally is binding on the IRS, the continued validity of the private letter ruling will be based upon and subject to the accuracy of factual statements and representations made to the IRS by us.

Further, the private letter ruling is limited to specified aspects of the spin-offs under Section 355 of the Code and does not represent a determination by the IRS that all of the requirements necessary to obtain tax-free treatment to holders of our common stock and to us have been satisfied.

Moreover, if any statement or representation upon which the private letter ruling was based was incorrect or untrue in any material respect, or if the facts upon which the private letter ruling was based were materially different from the facts that prevailed at the time of the spin-offs, the private letter ruling could be invalidated.

The opinion of tax counsel we received in connection with the spin-offs regarding the qualification of the spin-offs as tax-free distributions under Section 355 of the Code similarly relied on, among other things, the continuing validity of the private letter ruling and various assumptions and representations as to factual matters made by each of the spun-off companies and us which, if inaccurate or incomplete in any material respect, would jeopardize the conclusions reached by counsel in its opinion.

The opinion is not binding on the IRS or the courts, and there can be no assurance that the IRS or the courts will not challenge the conclusions stated in the opinion or that any such challenge would not prevail.

Additionally, recently enacted legislation denies tax-free treatment to a spin-off in which either the distributing corporation or the spun-off corporation is a REIT and prevents a distributing corporation or a spun-off corporation from electing REIT status for a 10-year period following a tax-free spin-off.

Under an effective date provision, the legislation does not apply to distributions described in a ruling request initially submitted to the IRS before December 7, 2015.

Because our initial request for the private letter ruling was submitted before that date and because we believe the distribution has been described in that initial request, we believe the legislation does not apply to the spin-off of Park.

However, no ruling was obtained on that issue and thus no assurance can be given in that regard.

In particular, the IRS or a court could disagree with our view regarding the effective date provision based on any differences that exist between the description in the ruling request and the actual facts relating to the spin-offs.

If the legislation applied to the spin-off of Park, either the spin-off would not qualify for tax-free treatment or Park would not be eligible to elect REIT status for a 10-year period following the spin-off.

*For the discussion of the financial condition and results of operations for the year ended December 31, [removed: 2022] [added: 2023] compared to the year ended December 31, [removed: 2021,] [added: 2022,] refer to "Part II—Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations" in our* *[Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2022](https://www.sec.gov/ix?doc=/Archives/edgar/data/1585689/000158568923000036/hlt-20221231.htm#)*] [added: 2023](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001585689/000158568924000027/hlt-20231231.htm)*] *filed with the SEC on February [removed: 9, 2023,] [added: 7, 2024,] which is incorporated herein by reference.*

Hilton is one of the largest [added: global] hospitality [removed: companies in the world,] [added: companies,] with [removed: 7,530] [added: 8,447] properties comprising [removed: 1,182,937] [added: 1,268,206] rooms in [removed: 126] [added: 140] countries and territories as of December 31, [removed: 2023.][added: 2024.]

Our premier brand portfolio includes luxury, lifestyle, full service, focused service and all-suites hotel brands, as well as [removed: our] timeshare brands.

As of December 31, [removed: 2023,] [added: 2024,] we had [removed: 180] [added: 211] million members in our award-winning guest loyalty program, Hilton Honors, [removed: a 19 percent] [added: an] increase [added: of 17 percent] from December 31, [removed: 2022.][added: 2023.]

The management and franchise segment provides services, including hotel management and licensing of our [removed: IP.][added: IP and/or the use of our booking channels and related programs.]

Revenues from this segment include: (i) management and franchise fees charged to third-party hotel owners; (ii) licensing fees from our strategic partners, including co-branded credit card [removed: providers,] [added: providers] and [added: strategic partner hotels, and] HGV; and (iii) fees for managing [added: the] hotels in our ownership segment.

As a franchisor of hotels, we charge franchise fees in exchange for the use of one of our brand names [removed: and] [added: and/or] related commercial services, such as our reservations system, marketing and information technology services, while a third party manages or operates such franchised hotels.

Although the U.S., which represented [removed: 67] [added: 65] percent of our system-wide hotel rooms as of December 31, [removed: 2023,] [added: 2024,] is included in the Americas region, it is often analyzed separately and apart from the Americas region and, as such, it is presented separately within our hotel operating statistics in "—Results of Operations." The EMEA region includes Europe, which represents the western-most peninsula of Eurasia stretching from Iceland in the west to Russia in the east, and the Middle East and Africa ("MEA"), which represents the Middle East region and all African nations, including the Indian Ocean island nations.

[added: As we enter into new management and franchise contracts and enter into strategic agreements to complement our hotel portfolio, we expand our business with limited or no capital investment by us] as the [removed: manager] [added: manager, franchisor] or [removed: franchisor,] [added: licensor,] since the capital required to build, renovate and maintain hotels is typically provided by the third-party owners with whom we contract to provide management [removed: services or] [added: services,] license our [removed: IP.][added: IP or provide access to our booking channels and related programs.]

By increasing the number of management and franchise contracts with third-party owners, over time we expect to increase revenues, overall return on invested capital and [added: free] cash [removed: available to support our business needs.][added: flow.]

See further discussion on our cash management policy in "—Liquidity and Capital Resources." The current economic environment, including elevated levels of inflation and interest rates, has posed certain challenges to the execution of our growth strategy, which [added: in some cases] have included and may continue to include delays in openings and new development.

| | | | As of or for the Year Ended December 31, [removed: 2023] [added: 2024] | | | | | | | | |

[removed: (2)Represents] [added: (3)Represents] room additions, net of rooms removed from our system.

Net unit growth for the year ended December 31, [removed: 2023] [added: 2024] was [removed: 4.9] [added: 7.3] percent.

[removed: (3)The] [added: (5)The] hotels in our development pipeline were under development throughout 118 countries and territories, including [removed: 30] [added: 25] countries and territories where we had no existing [removed: hotels.][added: hotels, with nearly half of the rooms under construction and more than half of the rooms located outside of the U.S. Rooms under construction include rooms for hotels under construction or operating hotels that are in the process of conversion to our system.]

[removed: (4)Of the total rooms in our development pipeline, 216,600 were under construction and 259,800 were located outside of the U.S.] Nearly all of the rooms in our development pipeline will be in our management and franchise segment upon opening.

Represents fees earned in connection with licensing our IP, including our [removed: brands.][added: brands and/or the use of our booking channels and related programs.]

Our [removed: non-hotel] license agreements, for which we receive licensing [removed: fees,] [added: fees for the use of our IP and/or the use of our booking channels and related programs,] are predominantly with strategic partners, including co-branded credit card providers, [added: strategic partner hotels] and HGV.

[added: Consideration provided to incentivize hotel owners to enter into] management contracts with us is amortized over the life of the applicable contract as a reduction to base and other management fees.

These revenues are primarily derived from two categories of customers: [removed: transient and group.]

The direct reimbursements by [removed: hotel] [added: property] owners are primarily for payroll and related costs if the managed hotel employees are legally employed by us.

We have no legal responsibility for the employee liabilities related to certain of our managed properties, predominately those located outside of the U.S., where we are not the legal employer, as well as the employees or the liabilities associated with operating franchised [removed: properties.][added: properties or strategic partner hotels.]

[removed: Other revenues from managed and franchised properties] [added: Indirect reimbursements] also [removed: includes] [added: include] revenues related to our Hilton Honors guest loyalty program, which are primarily derived from payments from hotel franchisees and third-party owners of hotels we manage that participate in the program, as well as strategic [removed: partners.][added: partners, including strategic partner hotels.]

[added: These relationships] exist with a diverse group of owners, franchisees and developers and are not significantly concentrated with any one particular third party.

- *Depreciation and amortization.* These are non-cash expenses that primarily consist of: (i) amortization of capitalized software costs; (ii) depreciation and amortization of property and equipment, including our finance lease right-of-use ("ROU") assets, such as buildings and furniture and equipment that are used in corporate operations or at our consolidated owned and leased hotels; [removed: and] (iii) amortization of [added: management and franchise contracts acquired from third parties and (iv) amortization of] intangible assets that were recorded at their fair value at the time of the 2007 transaction whereby we became a wholly owned subsidiary of affiliates of Blackstone Inc. (the "Merger").

As of January 1, [removed: 2021] [added: 2022,] the only remaining finite-lived intangible assets resulting from the Merger related to leases, international management contracts and our Hilton Honors guest loyalty program.

We have no legal responsibility for the employees or the liabilities associated with operating franchised [removed: properties] [added: properties, strategic partner hotels] or certain of our managed hotels, predominately those located outside of the U.S. Other expenses from managed and franchised properties also includes expenses for the operation of our Hilton Honors guest loyalty [removed: program.][added: program as well as credit losses for estimated uncollectible Hilton Honors and program fees.]

The effectiveness of any cost-cutting efforts related to owning and leasing hotels or corporate operations is limited by the [added: amount of inherent fixed costs.]

[removed: However, we have taken steps to manage our fixed costs to levels we believe are] appropriate to maximize profitability and respond to market conditions, while continuing to optimize value for the experiences of our customers, owners and Hilton employees, which supports the long-term sustainability of our brands and business.

As of December 31, [removed: 2023,] [added: 2024,] the only remaining finite-lived intangible assets that resulted from the Merger were those related to leases, as included in other intangible assets.

We hedge foreign currency exchange-based cash flow variability of certain of our fees using [added: foreign currency] forward contracts designated as hedging instruments.

We also hold short-term [added: foreign currency] forward contracts to offset exposure to fluctuations in certain of our foreign currency denominated cash balances and intercompany financing arrangements, and we have not currently elected to designate these forward contracts as hedging instruments.

We define our comparable hotels as those that: (i) were active and operating in our system for at least one full calendar [removed: year as of the end of the current period, and open January 1st of the previous year; (ii)] [added: year,] have not undergone a change in brand or ownership type during the current or comparable periods [removed: reported;] and [removed: (iii)] [added: were open January 1st of the previous year; and (ii)] have not undergone large-scale capital projects, sustained substantial property damage, encountered business interruption or for which comparable results were not available.

Of the [removed: 7,438] [added: 8,342] hotels in our system as of December 31, [removed: 2023, 5,906] [added: 2024, 409] hotels were [added: strategic partner hotels and 6,050 hotels were] classified as comparable hotels.

Our [removed: 1,532] [added: 1,883] non-comparable hotels as of December 31, [removed: 2023] [added: 2024] included [removed: 359 hotels,] [added: (i) 1,005 hotels that were added to our system after January 1, 2023] or [removed: less than five percent of] [added: that have undergone a change in brand or ownership type during] the [removed: total] [added: current or comparable periods reported and (ii) 878] hotels [removed: in our system,] that were removed from the comparable group [removed: during] [added: for] the [removed: last twelve months] [added: current or comparable periods reported] because they underwent [added: or are undergoing] large-scale capital projects, sustained substantial property damage, encountered business interruption or comparable results were otherwise not available.

[added: Occupancy levels also] help management determine achievable Average Daily Rate ("ADR") pricing levels as demand for hotel rooms increases or decreases.

References to occupancy, ADR and RevPAR are presented on a comparable basis, based on the comparable hotels as of December 31, [removed: 2023,] [added: 2024,] and references to ADR and RevPAR are presented on a currency neutral basis, unless otherwise noted.

As such, comparisons of these hotel operating statistics for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] use the foreign currency exchange rates used to translate the results of the Company's foreign operations within its consolidated financial statements for the year ended December 31, [removed: 2023.][added: 2024.]

Adjusted EBITDA is calculated as EBITDA, as previously defined, further adjusted to exclude certain items, including gains, losses, revenues and expenses in connection with: (i) asset dispositions for both consolidated and unconsolidated investments; (ii) foreign currency transactions; (iii) debt restructurings and retirements; (iv) furniture, fixtures and equipment ("FF&E") replacement reserves required under certain lease agreements; (v) share-based compensation; (vi) reorganization, severance, relocation and other expenses; (vii) non-cash impairment; (viii) amortization of contract acquisition costs; (ix) [removed: the net effect of our cost reimbursement revenues and expenses included in] other revenues [added: from managed] and [added: franchised properties and] other expenses from managed and franchised properties; and (x) other items.

| Openings(2) | | | 973 | | | | | | 98,400 | | |

| Net additions(3) | | | 904 | | | | | | 83,000 | | |

| Additions(4) | | | 1,432 | | | | | | 154,200 | | |

| Count as of period end(5) | | | 3,578 | | | | | | 498,600 | | |

(2)Openings include 411 hotels and approximately 19,500 rooms from strategic partner hotels.

During 2024, 409 hotels and approximately 19,400 rooms added were from strategic partner hotels.

(4)Additions include 423 hotels and approximately 20,100 rooms from strategic partner hotels.

transient and group.

Hilton collects program fees from strategic partner hotels when a stay that was reserved using our booking channels is completed.

However, we have taken steps to manage our fixed costs to levels we believe are

We capitalize management and franchise contract intangibles acquired from third parties and amortize the amounts over their useful lives.

We exclude strategic partner hotels from our comparable hotels.

Further, Adjusted EBITDA excludes both other revenues from managed and franchised properties and other expenses from managed and franchised properties as we contractually do not operate the related programs to generate a profit and have the contractual rights to adjust future collections to recover prior period expenditures.

The indirect reimbursements from property owners are typically billed and collected monthly, based on the underlying hotel's sales or usage (e.g., gross room revenue or number of reservations processed), while the associated costs are recognized as incurred by Hilton, creating timing differences, with the net effect impacting net income

(loss) in the reporting period.

These timing differences are due to our discretion to spend in excess of revenues earned or less than revenues earned in a single period to ensure that the programs are operated in the best long-term interests of our property owners.

However, over the life of the operation of these programs, the expenses incurred related to the indirect reimbursements are designed to equal the revenues earned from the indirect reimbursements over time such that, in the long term, the programs will not earn a profit or generate a loss and do not impact our economics, either positively or negatively.

| Occupancy | | | 72.1 | | % | | | | 0.8 | | % | pts. | | |

| ADR | | | $ | 159.55 | | | | | 1.6 | | % | | | |

| RevPAR | | | $ | 115.09 | | | | | 2.7 | | % | | | |

| ADR | | | $ | 167.27 | | | | | 1.0 | | % | | | |

| RevPAR | | | $ | 121.34 | | | | | 1.8 | | % | | | |

| Occupancy | | | 69.0 | | % | | | | 0.8 | | % | pts. | | |

| ADR | | | $ | 155.88 | | | | | 5.2 | | % | | | |

| RevPAR | | | $ | 107.50 | | | | | 6.5 | | % | | | |

| Occupancy | | | 74.6 | | % | | | | 2.5 | | % | pts. | | |

| ADR | | | $ | 165.69 | | | | | 3.8 | | % | | | |

| RevPAR | | | $ | 123.62 | | | | | 7.4 | | % | | | |

| Occupancy | | | 73.0 | | % | | | | 2.9 | | % | pts. | | |

| ADR | | | $ | 180.77 | | | | | 5.3 | | % | | | |

| RevPAR | | | $ | 131.88 | | | | | 9.6 | | % | | | |

| Occupancy | | | 69.5 | | % | | | | 0.5 | | % | pts. | | |

| ADR | | | $ | 110.03 | | | | | 0.8 | | % | | | |

| RevPAR | | | $ | 76.49 | | | | | 1.6 | | % | | | |

System-wide RevPAR increased during the year ended December 31, 2024 supported by improvements in system-wide ADR, which included the impact of inflation, and an increase in occupancy in all regions, which was driven by an increase in group demand, with leisure and business demand also improving modestly.

The increase in RevPAR in the U.S. was driven by an increase in bookings due to an increase in weekday travel, primarily for groups, with consistent growth in business demand.

The Americas region, excluding the U.S., continued to see improvement resulting from an increase in inbound leisure travel to Mexico and the Caribbean and Latin America.

The RevPAR increase in Europe was driven by continued growth in inbound international leisure travel, which increased in several major cities that held large popular sporting events, as well as steady business demand.

The RevPAR improvement in MEA was driven by increased demand from special regional events as well as more relaxed travel policies.

The increase in Asia Pacific was due to growth in countries and territories outside of China across the region, driven by increased holiday travel, less restrictive tourism policies and special events in the region, partially offset by tougher year-over-year comparisons in China, after the reacceleration in the prior year as a result of the removal of cross-border travel restrictions.

COVID-19 Pandemic

Although our results for the year ended December 31, 2022 included a strong recovery from the pandemic when compared to the same periods in 2020 and 2021, the Omicron variant of COVID-19 limited the recovery of certain regions and segments of our business during the beginning of that period.

As such, the results for the year ended December 31, 2023 reflect improvement in comparison to the year ended December 31, 2022, when considering the pandemic.

While certain regions and customer segments, particularly business and group travel, continue to recover from the impacts of the pandemic, our global growth when comparing 2023 to 2022 is more normalized than it was during the height of the pandemic and our subsequent recovery.

Additionally, given the impacts of the pandemic on prior periods, the improvement in our results during the year ended December 31, 2023 is not necessarily indicative of future performance or future growth patterns.

As we enter into new management and franchise contracts, we expand our business with limited or no capital investment by us

| Openings | | | 395 | | | | | | 62,900 | | |

| Net additions(2) | | | 353 | | | | | | 53,100 | | |

| Additions | | | 994 | | | | | | 130,200 | | |

| Count as of period end(3)(4) | | | 3,274 | | | | | | 462,400 | | |

____________

Consideration provided to incentivize hotel owners to enter into

These relationships

amount of inherent fixed costs.

Occupancy levels also

Further, Adjusted EBITDA excludes the net effect of our cost reimbursement revenues and expenses, as we contractually do not operate the related programs to generate a profit over the terms of the respective contracts.

The fees we recognize related to the indirect reimbursements may be recognized before or after the related expenses are incurred, causing timing differences between the costs incurred and the related reimbursement from hotel owners, with the net effect impacting net income (loss) in the reporting period.

However, the expenses incurred related to the indirect reimbursements are expected to equal the revenues earned from the indirect reimbursements over time, and, therefore, the net

| Occupancy | | | 71.8 | | % | | | | 4.6 | | % | pts. | | |

| ADR | | | $ | 158.62 | | | | | 5.4 | | % | | | |

| RevPAR | | | $ | 113.90 | | | | | 12.6 | | % | | | |

| Occupancy | | | 72.2 | | % | | | | 2.1 | | % | pts. | | |

| ADR | | | $ | 165.16 | | | | | 4.1 | | % | | | |

| RevPAR | | | $ | 119.22 | | | | | 7.2 | | % | | | |

| Occupancy | | | 69.4 | | % | | | | 5.4 | | % | pts. | | |

| ADR | | | $ | 152.51 | | | | | 11.3 | | % | | | |

| RevPAR | | | $ | 105.84 | | | | | 20.7 | | % | | | |

| ADR | | | $ | 165.04 | | | | | 12.8 | | % | | | |

| RevPAR | | | $ | 119.60 | | | | | 22.6 | | % | | | |

| Occupancy | | | 72.3 | | % | | | | 5.7 | | % | pts. | | |

| ADR | | | $ | 171.38 | | | | | 13.3 | | % | | | |

| RevPAR | | | $ | 123.87 | | | | | 22.9 | | % | | | |

| Occupancy | | | 70.1 | | % | | | | 18.2 | | % | pts. | | |

| ADR | | | $ | 113.54 | | | | | 17.5 | | % | | | |

| RevPAR | | | $ | 79.61 | | | | | 58.7 | | % | | | |

All regions showed improvement in RevPAR during the year ended December 31, 2023 driven by both ADR, including the impact of inflation, and occupancy gains.

Additionally, our group business showed the highest percentage improvement in RevPAR during the year of all of our customer segments, with RevPAR from both business and leisure travelers also improving.

The growth in ADR and occupancy in the U.S. and Americas (excluding U.S.) during the period was led by returning group and business travelers; however, as travel patterns continued to normalize from the impacts of the pandemic, the growth year over year was less pronounced than prior year improvements.

Additionally, Canada removed all COVID-19 travel restrictions in the fourth quarter of 2022, which contributed to the increase in RevPAR for 2023.

Europe was led by group business and benefited from inbound travel, and our hotels in the United Kingdom drove the increase in RevPAR from business and leisure travel.

We are exposed to market risk primarily from changes in [added: the one-month Secured Overnight Financing Rate ("SOFR"), the benchmark rate for which the] interest [removed: rates] [added: rate of the majority of our variable-rate indebtedness is based on,] and foreign currency exchange rates.

Our primary sensitivity in [removed: 2023] [added: 2024] was to changes in one-month [removed: Secured Overnight Financing Rate ("SOFR"),] [added: SOFR,] as the interest rates on our Term Loans, which represent the majority of our variable-rate indebtedness, were based on this benchmark rate.

As of December 31, [removed: 2023,] [added: 2024,] we held an interest rate swap for a portion of the Term Loans, through which we receive one-month term SOFR and pay a fixed rate.

The following table sets forth the current carrying values of our contractual maturities, total fair values and interest rates as of December 31, [removed: 2023] [added: 2024] for our financial instruments that are materially affected by interest rate risk, including long-term debt and our interest rate swap:

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | [removed: 2028] [added: 2029] | | | | | | Thereafter | | | | | | Carrying Value | | | | | | Fair Value | | |

| Fixed-rate long-term debt | | | $ | [removed: —] [added: 500] | | | | | $ | [removed: 500] [added: —] | | | | | $ | [removed: —] [added: 600] | | | | | $ | [removed: 600] [added: 500] | | | | | $ | [removed: 500] [added: 1,350] | | | | | $ | [removed: 4,400] [added: 5,050] | | | | | $ | [removed: 6,000] [added: 8,000] | | | | | $ | [removed: 5,631] [added: 7,560] | |

| Weighted average fixed interest rate(2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 4.37] [added: 4.76] | | % | | | | | | |

| Variable-rate long-term debt | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 1,000] [added: —] | | | | | $ | [removed: 2,119] [added: 3,119] | | | | | $ | 3,119 | | | | | $ | [removed: 3,129] [added: 3,140] | |

| [removed: Weighted average variable] [added: Variable] interest rate(2)(3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 7.38] [added: 6.09] | | % | | | | | | |

| Variable to fixed | | | $ | — | | | | | $ | [removed: —] [added: 1,600] | | | | | $ | [removed: 1,600] [added: —] | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,600 | | | | | $ | [removed: 75] [added: 45] | |

| Variable interest rate receivable(3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 5.36] [added: 4.34] | | % | | | | | | |

(1)The carrying values exclude the deduction for unamortized deferred financing costs and any applicable discounts, as well as all finance lease liabilities [removed: and other debt of consolidated VIEs] totaling [removed: $139] [added: $117] million [removed: and $9 million, respectively,] as of December 31, [removed: 2023.][added: 2024.]

(2)The weighted average fixed interest rate is [removed: based on] [added: the weighted average of the] actual rates and the [removed: weighted average] variable interest rate is based on the market rate that was applicable as of December 31, [removed: 2023.][added: 2024.]

(4)The carrying value reflects the notional amount and the variable interest rate receivable is based on the market rate prevailing as of December 31, [removed: 2023.][added: 2024.]

We measure our derivative instruments at fair value and, as of December 31, [removed: 2023,] [added: 2024,] our interest rate swap was in an asset position.

Refer to Note [removed: 11:] [added: 12:] "Fair Value Measurements" in our consolidated financial statements for additional information on the fair value measurements of our long-term debt and interest rate swap.

We use [added: foreign currency] forward contracts designated as cash flow hedges to offset exposure from foreign currency exchange rate risks associated with certain of our management, franchise and other fees denominated in certain foreign currencies.

We use [added: foreign currency] forward contracts not designated as hedging instruments to offset exposure to foreign currency exchange rate fluctuations in certain cash and intercompany loan balances.

We do not consider the fair value or earnings effect of these [added: foreign currency] forward contracts to be material to our consolidated financial statements.

(3)The variable interest rate receivable on the interest rate swap excludes the fixed component of the variable interest rate on the long-term debt.

(3)The variable interest rate receivable on the interest rate swap does not include fixed components of the overall variable interest rate, including applicable spreads.

Hilton is one of the largest [added: global] hospitality [removed: companies in the world,] [added: companies,] with [removed: 7,530] [added: 8,447] properties comprising [removed: 1,182,937] [added: 1,268,206] rooms in [removed: 126] [added: 140] countries and territories as of December 31, [removed: 2023.][added: 2024.]

Founded in 1919, Hilton has been an innovator in the industry for [removed: more than 100] [added: over 105] years, driven by the vision of founder Conrad Hilton "to fill the earth with the light and warmth of hospitality." Our premier brand portfolio includes luxury, lifestyle, full service, focused service and all-suites hotel brands, as well as [removed: our] timeshare brands.

As of December 31, [removed: 2023,] [added: 2024,] we had [removed: 180] [added: 211] million members in our award-winning guest loyalty program, Hilton Honors, [removed: a 19 percent] [added: an] increase [added: of 17 percent] from December 31, [removed: 2022;] [added: 2023;] refer to "—Our Brand Portfolio" and "—Our Guest Loyalty Program" below for additional information on our brands, including Hilton Honors.

The management and franchise segment includes all of the hotels we manage for third-party owners, as well as all [removed: franchised hotels] [added: properties] that license our intellectual property [removed: ("IP"), including] [added: ("IP") and/or use] our [removed: brand names, trademarks] [added: booking channels] and [removed: service marks,] [added: related programs,] and [removed: to which] [added: where] we provide other contracted services, but the day-to-day services of the hotels are operated or managed by someone other than us.

Revenues from this segment include: (i) management and franchise fees charged to third-party hotel owners; (ii) licensing fees from our strategic partners, including co-branded credit card providers, [added: strategic partner hotels] and [removed: HGV;] [added: Hilton Grand Vacations Inc. ("HGV");] and (iii) fees for managing hotels in our ownership segment.

| | | | As of or for the Year Ended December 31, [removed: 2023] [added: 2024] | | | | | | | | |

[removed: (2)Represents] [added: (3)Represents] room additions, net of rooms removed from our system.

Net unit growth for the year ended December 31, [removed: 2023] [added: 2024] was [removed: 4.9] [added: 7.3] percent.

[removed: (3)The] [added: (5)The] hotels in our development pipeline were under development throughout 118 countries and territories, including [removed: 30] [added: 25] countries and territories where we had no existing [removed: hotels.][added: hotels, with nearly half of the rooms under construction and more than half of the rooms located outside of the U.S. Rooms under construction include rooms for hotels under construction or operating hotels that are in the process of conversion to our system.]

[removed: (4)Of the total rooms in our development pipeline, 216,600 were under construction and 259,800 were located outside of the U.S.] Nearly all of the rooms in our development pipeline will be in our management and franchise segment upon opening.

We continue to drive customer loyalty, including participation in our Hilton Honors guest loyalty program, through: (i) our experience in the hospitality industry, which spans more than a century of customer service and entrepreneurship, and continues to evolve to meet the tastes, preferences and demands of our guests; (ii) our strong, well-defined brands that operate throughout the hospitality industry chain scales; (iii) our [removed: diverse, inclusive] [added: dedicated and collaborative] workforce, built to focus on providing exceptional customer experiences; and (iv) our commercial service offerings.

| [removed: ] [added: ] | | | | | | 17 | | | | | | [removed: 35] [added: 34] | | | | | | [removed: 9,840] [added: 8,796] | | | | | | [removed: 0.8%] [added: 0.7%] | | | | | | Four Seasons, Mandarin Oriental, Peninsula, Ritz-Carlton, Rosewood Hotels & Resorts, St. Regis | | |

| [removed: ] [added: ] | | | | | | [removed: 9] [added: 7] | | | | | | [removed: 13] [added: 15] | | | | | | [removed: 1,774] [added: 2,619] | | | | | | [removed: 0.1%] [added: 0.2%] | | | | | | Leading Hotels of the World, Legend Preferred Hotels & Resorts, Belmond, The Luxury Collection | | |

| [removed: ] [added: ] | | | | | | [removed: 23] [added: 24] | | | | | | [removed: 47] [added: 49] | | | | | | [removed: 16,950] [added: 17,195] | | | | | | [removed: 1.5%] [added: 1.4%] | | | | | | [removed: Intercontinental,] JW Marriott, [removed: Park] [added: Intercontinental, Sofitel, Grand] Hyatt, [removed: Sofitel] [added: Shangri-La, Fairmont] | | |

| [removed: ] [added: ] | | | | | | [removed: 11] [added: 13] | | | | | | [removed: 40] [added: 43] | | | | | | [removed: 6,940] [added: 7,581] | | | | | | 0.6% | | | | | | Kimpton, Thompson Hotels, W Hotels, Virgin Hotels, The [removed: Hoxton] [added: Hoxton, SO/] | | |

| ] [added: Logo.jpg](https://www.sec.gov/Archives/edgar/data/1585689/000158568925000008/hlt-20241231_g5.jpg)] | | | | | | [removed: 1] [added: 2] | | | | | | [removed: 3] [added: 4] | | | | | | [removed: 1,700] [added: 2,797] | | | | | | [removed: 0.1%] [added: 0.2%] | | | | | | JW Marriott, Grand Hyatt, Fairmont, Intercontinental, Omni | | |

| [removed: ] [added: ] | | | | | | [removed: 97] [added: 98] | | | | | | [removed: 613] [added: 617] | | | | | | [removed: 226,015] [added: 227,467] | | | | | | [removed: 19.1%] [added: 17.9%] | | | | | | Hyatt Regency, Marriott, Omni, Sheraton, Westin | | |

| [removed: ] [added: ] | | | | | | [removed: 38] [added: 44] | | | | | | [removed: 161] [added: 180] | | | | | | [removed: 31,000] [added: 33,734] | | | | | | [removed: 2.6%] [added: 2.7%] | | | | | | Autograph Collection, The Unbound Collection, Independent Hotels, MGallery, Kimpton | | |

| [removed: ] [added: ] | | | | | | [removed: 55] [added: 59] | | | | | | [removed: 677] [added: 695] | | | | | | [removed: 154,708] [added: 156,943] | | | | | | [removed: 13.1%] [added: 12.4%] | | | | | | Marriott, Crowne Plaza, Delta, Holiday Inn, Radisson, Sheraton, Wyndham | | |

| [removed: ] [added: ] | | | | | | [removed: 16] [added: 21] | | | | | | [removed: 125] [added: 151] | | | | | | [removed: 14,719] [added: 17,768] | | | | | | [removed: 1.2%] [added: 1.4%] | | | | | | Joie de Vivre, Tribute Portfolio, [removed: Graduate Hotels,] Kimpton, Hotel Indigo, Ascend, Trademark | | |

| [removed: ] [added: ] | | | | | | 1 | | | | | | [removed: 1] [added: 4] | | | | | | [removed: 661] [added: 1,224] | | | | | | 0.1% | | | | | | AC Hotels, Aloft Hotels, Cambria, Hotel Indigo, Hyatt Centric | | |

| [removed: ] [added: ] | | | | | | [removed: 3] [added: 4] | | | | | | [removed: 6] [added: 8] | | | | | | [removed: 1,494] [added: 1,727] | | | | | | 0.1% | | | | | | [removed: CitizenM, Generator, The Hoxton, Moxy, Yotel,] MAMA Shelter, [removed: POD, TRIBE Hotels,] [added: CitizenM,] Ace [removed: Hotels] [added: Hotels, Yotel, Freehand] | | |

| [removed: ] [added: ] | | | | | | [removed: 62] [added: 64] | | | | | | [removed: 1,010] [added: 1,060] | | | | | | [removed: 149,130] [added: 156,471] | | | | | | [removed: 12.6%] [added: 12.3%] | | | | | | Aloft, Courtyard by Marriott, Four Points, Holiday Inn, Hyatt Place | | |

| [removed: ] [added: ] | | | | | | [removed: 38] [added: 43] | | | | | | [removed: 2,971] [added: 3,072] | | | | | | [removed: 327,690] [added: 342,737] | | | | | | [removed: 27.7%] [added: 27.0%] | | | | | | Comfort Suites, Courtyard by Marriott, Fairfield Inn, Holiday Inn Express, Springhill Suites | | |

| [removed: ] [added: ] | | | | | | [removed: 4] [added: 5] | | | | | | [removed: 253] [added: 283] | | | | | | [removed: 24,755] [added: 27,605] | | | | | | [removed: 2.1%] [added: 2.2%] | | | | | | Best Western, Comfort Inn, La Quinta, Sleep Inn, Wingate, Avid | | |

| ] [added: (002).jpg](https://www.sec.gov/Archives/edgar/data/1585689/000158568925000008/hlt-20241231_g18.jpg)] | | | | | | [removed: 1] [added: 4] | | | | | | [removed: 8] [added: 96] | | | | | | [removed: 915] [added: 8,710] | | | | | | [removed: 0.1%] [added: 0.7%] | | | | | | Quality Inn, Baymont, Travelodge, Howard Johnson, Super 8, Days Inn | | |

| ] [added: Logo_Dusk_RGB.jpg](https://www.sec.gov/Archives/edgar/data/1585689/000158568925000008/hlt-20241231_g19.jpg)] | | | | | | 4 | | | | | | [removed: 538] [added: 544] | | | | | | [removed: 61,624] [added: 62,319] | | | | | | [removed: 5.2%] [added: 4.9%] | | | | | | Element, Hyatt House, Residence Inn, Staybridge Suites | | |

| [removed: ] [added: ] | | | | | | 3 | | | | | | [removed: 652] [added: 757] | | | | | | [removed: 70,436] [added: 82,515] | | | | | | [removed: 6.0%] [added: 6.5%] | | | | | | TownePlace Suites, [removed: Candlewood] [added: Staybridge] Suites, Hyatt Studios | | |

| ] [added: JPG.jpg](https://www.sec.gov/Archives/edgar/data/1585689/000158568925000008/hlt-20241231_g21.jpg)] | | | | | | — | | | | | | — | | | | | | — | | | | | | —% | | | | | | [added: StudioRes,] Candlewood Suites, [removed: Everhome Suites,] Stay Apt Suites, ECHO Suites, Extended Stay America Premiere Suites | | |

| [removed: ![HGV_Primary_Color_RGB\[1\].jpg](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000027/hlt-20231231_g20.jpg)] [added: ![HGV_Primary_Color_RGB\[1\].jpg](https://www.sec.gov/Archives/edgar/data/1585689/000158568925000008/hlt-20241231_g22.jpg)] | | | | | | 8 | | | | | | [removed: 92] [added: 105] | | | | | | [removed: 16,109] [added: 18,392] | | | | | | [removed: 1.4%] [added: 1.5%] | | | | | | Disney Vacation Club, Holiday Inn Club Vacations, Marriott Vacations Worldwide, Travel & Leisure Co. | | |

(1)Excludes [removed: 18] [added: 17] unbranded properties with [removed: 4,633] [added: 4,392] rooms, representing approximately [removed: 0.4 percent] [added: 0.3%] of total [added: rooms and 409 strategic partner hotels with 19,361 rooms, representing approximately 1.5% of total] rooms.

*Waldorf Astoria Hotels & Resorts*: Waldorf Astoria Hotels & Resorts is a luxury brand with an award-winning portfolio of iconic properties with a relentless commitment to elegant service, one-of-a-kind experiences and [removed: award winning] culinary expertise in landmark destinations around the world.

Waldorf Astoria hotels deliver an effortless experience seamlessly, creating a true sense of place for guests through stunning [removed: architecture,] [added: architecture and design, the signature] Peacock Alley [removed: luxury bedding,] [added: restaurant,] refined art collections, Michelin-starred dining [removed: concepts] [added: restaurants] and [added: chef partnerships and] elevated in-room amenities.

*LXR Hotels & Resorts:* LXR Hotels & Resorts is a hand-picked collection of independent and spirited luxury properties [removed: located on five continents] celebrating the timeless pursuit of personal adventure.

Found in alluring [removed: destinations and city centers,] [added: destinations,] LXR connects legendary properties into an exclusive network of hotels that are set apart by individual design, an unrivaled commitment to personalized service and elegant, yet locally immersive, experiences for guests.

*Conrad Hotels & Resorts*: [removed: A luxury brand that spans five continents,] Conrad Hotels & Resorts [removed: creates] [added: is] a [removed: seamless connection between] [added: luxury brand that connects] bold design, impactful experiences and curated contemporary art to inspire the conscientious traveler.

*Canopy by Hilton:* Canopy by Hilton is an upper upscale brand that delivers elevated, boutique hotel experiences that celebrate the best of the [removed: neighborhood.][added: locale.]

*Signia by Hilton:* Signia by Hilton is a [removed: an upper upscale] [added: luxury] brand with a portfolio of exceptional hotels in gateway cities and resort destinations around the world.

Each Signia by Hilton property infuses sophistication into every stay, offering [removed: top tier] [added: top-tier] meetings and event spaces, a vibrant atmosphere, exceptional amenities and personalized service [removed: catering] [added: catered] to the needs of today's global traveler.

[removed: The full service, upper upscale brand offers both leisure] and [removed: business travelers spacious two-room suites with separate bedroom and] living room [removed: space,] [added: spaces,] free made-to-order breakfast each morning, complimentary drinks and snacks [removed: at an] [added: during] evening reception every night, flexible meetings and events spaces and 24-hour fitness centers.

| Openings(2) | | | 973 | | | | | | 98,400 | | |

| Net additions(3) | | | 904 | | | | | | 83,000 | | |

| Additions(4) | | | 1,432 | | | | | | 154,200 | | |

| Count as of period end(5) | | | 3,578 | | | | | | 498,600 | | |

(2)Openings include 411 hotels and approximately 19,500 rooms from strategic partner hotels.

During 2024, 409 hotels and approximately 19,400 rooms added were from strategic partner hotels.

(4)Additions include 423 hotels and approximately 20,100 rooms from strategic partner hotels.

| | | | | | | December 31, 2024(1) | | | | | | | | | | | | | | | | | | | | | | | | | | |

|  | | | | | | 1 | | | | | | 1 | | | | | | 91 | | | | | | —% | | | | | | Firmdale Hotels, EDITION Hotels, Rosewood Hotels, One Aldwych | | |

|  | | | | | | 2 | | | | | | 34 | | | | | | 5,788 | | | | | | 0.5% | | | | | | Le Meridien, Hyatt Centric, 25h, Hotel Indigo | | |

|  | | | | | | 8 | | | | | | 269 | | | | | | 61,974 | | | | | | 4.9% | | | | | | Hyatt Regency, Marriott, Sheraton, Westin | | |

*NoMad Hotels*: NoMad Hotels is a luxury brand that brings guests sophisticated offerings in some of the world's most sought-after locations.

NoMad Hotels are both grand and intimate, creating a unique blend of luxury and lifestyle experiences throughout the stay with special touches like unique local art collections featured in each property.

*Hilton Hotels & Resorts*: As Hilton’s flagship brand, Hilton Hotels & Resorts is the trusted global leader in hospitality.

An upper upscale brand with more than 600 hotels and resorts in nearly 100 countries and territories, Hilton Hotels & Resorts continues to set the standard for the industry and upholds Conrad Hilton’s vision to fill the earth with the light and warmth of hospitality by elevating every celebration and event, creating real human connections, and immersing guests in the best of global and local cultures in the world’s most desired destinations.

*Graduate by Hilton*: Graduate by Hilton is an upper upscale lifestyle brand of handcrafted hotels in dynamic, university-anchored towns.

Each Graduate hotel brings stories and traditions to life and offers the perfect setting for game days, reunions, graduations, campus visits and more.

*DoubleTree by Hilton*: DoubleTree by Hilton is a fast-growing global upscale brand that continues to be a symbol of comfort for business and leisure travelers around the world, offering contemporary accommodations and amenities.

DoubleTree by Hilton is renowned for its warm, caring service, beginning with its signature welcome that includes the hotel’s famous original chocolate chip cookie, now available in an allergy-friendly option.

The inclusive service experience offers upscale food and beverage experiences and features a variety of flexible meeting spaces for events of all sizes.

*Embassy Suites by Hilton*: Embassy Suites by Hilton offers both leisure and business travelers an approachable, upper upscale experience.

As a full-service hotel, every Embassy Suites provides spacious two-room suites with separate bedroom

*Motto by Hilton*: Motto by Hilton is an upper midscale brand with an urban, lifestyle feel designed to connect guests to the center of it all – buzz-worthy spaces and the pulse of the community.

This brand offers home-like accommodations for guests and their pets traveling for an extended stay or quick overnight trip.

connect.

LivSmart Studios' pioneering vision for transforming the extended-stay segment is credited with Hilton’s recognition as one of Fast Company’s 2024 Most Innovative Companies.

We expect to open our first LivSmart hotel in 2025 and as of December 31, 2024 had over 75 hotels in our development pipeline.

| NoMad | | | — | | | | | | — | | | | | | 1 | | | | | | 91 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 91 | | |

| Hilton Hotels & Resorts | | | 46 | | | | | | 15,896 | | | | | | 298 | | | | | | 127,317 | | | | | | 273 | | | | | | 84,254 | | | | | | 617 | | | | | | 227,467 | | |

| Curio Collection by Hilton | | | — | | | | | | — | | | | | | 27 | | | | | | 6,055 | | | | | | 153 | | | | | | 27,679 | | | | | | 180 | | | | | | 33,734 | | |

| Graduate by Hilton | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 34 | | | | | | 5,788 | | | | | | 34 | | | | | | 5,788 | | |

| DoubleTree by Hilton | | | — | | | | | | — | | | | | | 170 | | | | | | 46,265 | | | | | | 525 | | | | | | 110,678 | | | | | | 695 | | | | | | 156,943 | | |

| Tapestry Collection by Hilton | | | — | | | | | | — | | | | | | 5 | | | | | | 694 | | | | | | 146 | | | | | | 17,074 | | | | | | 151 | | | | | | 17,768 | | |

| Embassy Suites by Hilton | | | — | | | | | | — | | | | | | 40 | | | | | | 10,551 | | | | | | 229 | | | | | | 51,423 | | | | | | 269 | | | | | | 61,974 | | |

| Hilton Garden Inn | | | — | | | | | | — | | | | | | 126 | | | | | | 24,736 | | | | | | 934 | | | | | | 131,735 | | | | | | 1,060 | | | | | | 156,471 | | |

| Hampton by Hilton | | | — | | | | | | — | | | | | | 53 | | | | | | 8,549 | | | | | | 3,019 | | | | | | 334,188 | | | | | | 3,072 | | | | | | 342,737 | | |

| Homewood Suites by Hilton | | | — | | | | | | — | | | | | | 8 | | | | | | 1,020 | | | | | | 536 | | | | | | 61,299 | | | | | | 544 | | | | | | 62,319 | | |

| Home2 Suites by Hilton | | | — | | | | | | — | | | | | | 2 | | | | | | 210 | | | | | | 755 | | | | | | 82,305 | | | | | | 757 | | | | | | 82,515 | | |

| Strategic partner hotels(2) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 409 | | | | | | 19,361 | | | | | | 409 | | | | | | 19,361 | | |

| Other(3) | | | — | | | | | | — | | | | | | 3 | | | | | | 1,087 | | | | | | 14 | | | | | | 3,305 | | | | | | 17 | | | | | | 4,392 | | |

| Openings | | | 395 | | | | | | 62,900 | | |

| Net additions(2) | | | 353 | | | | | | 53,100 | | |

| Additions | | | 994 | | | | | | 130,200 | | |

| Count as of period end(3)(4) | | | 3,274 | | | | | | 462,400 | | |

____________

| | | | | | | December 31, 2023(1) | | | | | | | | | | | | | | | | | | | | | | | | | | |

|  | | | | | | 7 | | | | | | 267 | | | | | | 61,844 | | | | | | 5.2% | | | | | | Hyatt Regency, Marriott, Sheraton, Westin | | |

*Hilton Hotels & Resorts*: For more than 100 years, Hilton Hotels & Resorts, Hilton’s flagship brand and one of the most globally recognized hotel brands, has set the benchmark for hospitality around the world, providing new product innovations and services to meet guests' evolving needs.

With hotels on six continents, Hilton Hotels & Resorts properties are located in sought-after destinations and offer exceptional travel experiences to every guest.

Hilton Hotels & Resorts are upper upscale, full service properties that feature advanced meeting and event spaces and services, award-winning restaurants and mindful fitness and wellness facilities.

*DoubleTree by Hilton*: DoubleTree by Hilton is a global portfolio of upscale hotels.

For more than 50 years, DoubleTree by Hilton has maintained its philosophy of making guests feel welcome through contemporary accommodations and thoughtful amenities, including diverse food and beverage experiences, state-of-the-art fitness offerings and meetings and event spaces.

Whether traveling for business or leisure, every guest is welcomed with the signature, warm DoubleTree chocolate chip cookie at check in, a hallmark of the brand's hospitable service.

*Embassy Suites by Hilton*: Embassy Suites by Hilton offers an approachable, upper upscale experience with dedicated customer service that anticipates travelers' needs and delivers what matters most to them.

*Motto by Hilton*: Motto by Hilton is an upper midscale brand with an urban, lifestyle feel designed to help guests live like a local in prime locations globally.

Motto by Hilton caters to travelers looking for dynamic experiences by bringing together the best elements of a lifestyle hotel — cleverly compact guestrooms, centrally located destinations, modern design, and locally inspired food and beverage to make each hotel a launchpad to the city.

Spark by Hilton opened its first hotel in 2023, less than one year after its launch, and, as of December 31, 2023, had over 140 properties in our development pipeline.

Additional value-driven amenities include complimentary Wi-Fi and free breakfast.

Guest studio suites will include a fully equipped kitchen with a full-sized refrigerator, dishwasher, microwave and two-burner cooktop, along with ample storage options for the long-stay traveler.

A special points-based

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| U.S. | | | — | | | | | | — | | | | | | 12 | | | | | | 4,598 | | | | | | — | | | | | | — | | | | | | 12 | | | | | | 4,598 | | |

| Americas (excluding U.S.) | | | — | | | | | | — | | | | | | 3 | | | | | | 422 | | | | | | — | | | | | | — | | | | | | 3 | | | | | | 422 | | |

| Europe | | | 2 | | | | | | 463 | | | | | | 4 | | | | | | 898 | | | | | | — | | | | | | — | | | | | | 6 | | | | | | 1,361 | | |

| Middle East and Africa | | | — | | | | | | — | | | | | | 8 | | | | | | 2,200 | | | | | | — | | | | | | — | | | | | | 8 | | | | | | 2,200 | | |

| Asia Pacific | | | — | | | | | | — | | | | | | 6 | | | | | | 1,259 | | | | | | — | | | | | | — | | | | | | 6 | | | | | | 1,259 | | |

| U.S. | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3 | | | | | | 522 | | | | | | 3 | | | | | | 522 | | |

| Americas (excluding U.S.) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 76 | | | | | | 1 | | | | | | 76 | | |

| Europe | | | — | | | | | | — | | | | | | 1 | | | | | | 70 | | | | | | 1 | | | | | | 307 | | | | | | 2 | | | | | | 377 | | |

| Middle East and Africa | | | — | | | | | | — | | | | | | 2 | | | | | | 331 | | | | | | 3 | | | | | | 282 | | | | | | 5 | | | | | | 613 | | |

| Asia Pacific | | | — | | | | | | — | | | | | | 1 | | | | | | 72 | | | | | | 1 | | | | | | 114 | | | | | | 2 | | | | | | 186 | | |

| U.S. | | | — | | | | | | — | | | | | | 6 | | | | | | 2,227 | | | | | | 2 | | | | | | 1,730 | | | | | | 8 | | | | | | 3,957 | | |

| Americas (excluding U.S.) | | | — | | | | | | — | | | | | | 3 | | | | | | 787 | | | | | | — | | | | | | — | | | | | | 3 | | | | | | 787 | | |

| Europe | | | — | | | | | | — | | | | | | 4 | | | | | | 1,155 | | | | | | 1 | | | | | | 107 | | | | | | 5 | | | | | | 1,262 | | |

| Middle East and Africa | | | 1 | | | | | | 614 | | | | | | 4 | | | | | | 1,689 | | | | | | — | | | | | | — | | | | | | 5 | | | | | | 2,303 | | |

| Asia Pacific | | | 1 | | | | | | 164 | | | | | | 24 | | | | | | 7,818 | | | | | | 1 | | | | | | 659 | | | | | | 26 | | | | | | 8,641 | | |

| U.S. | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 26 | | | | | | 4,490 | | | | | | 26 | | | | | | 4,490 | | |

| Americas (excluding U.S.) | | | — | | | | | | — | | | | | | 2 | | | | | | 272 | | | | | | 1 | | | | | | 184 | | | | | | 3 | | | | | | 456 | | |

| Europe | | | — | | | | | | — | | | | | | 1 | | | | | | 123 | | | | | | 5 | | | | | | 1,058 | | | | | | 6 | | | | | | 1,181 | | |

| Middle East and Africa | | | — | | | | | | — | | | | | | 1 | | | | | | 200 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 200 | | |

For the fiscal year ended December 31, [removed: 2023][added: 2024]

As of June 30, [removed: 2023,] [added: 2024,] the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $37,479] [added: $53,020] million (based upon the closing sale price of the common stock on that date on the New York Stock Exchange).

The number of shares of common stock outstanding on [removed: February 2, 2024] [added: January 31, 2025] was [removed: 252,160,518.][added: 240,596,519.]

Items 10, 11, 12, 13 and 14 of Part III incorporate information by reference from the registrant's definitive proxy statement relating to its [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the close of the registrant's fiscal year.

YEAR ENDED DECEMBER 31, [removed: 2023][added: 2024]

| | | | [Forward-Looking [removed: Statements](#i915877771d4646b19db58641c088b3c4_10)] [added: Statements](#ibd352dfa94e54136ba15ca2999d00c28_10)] | | | [removed: [2](#i915877771d4646b19db58641c088b3c4_10)] [added: [2](#ibd352dfa94e54136ba15ca2999d00c28_10)] | | |

| | | | [Summary of Risk [removed: Factors](#i915877771d4646b19db58641c088b3c4_13)] [added: Factors](#ibd352dfa94e54136ba15ca2999d00c28_13)] | | | [removed: [2](#i915877771d4646b19db58641c088b3c4_13)] [added: [2](#ibd352dfa94e54136ba15ca2999d00c28_13)] | | |

| | | | [Terms Used and Basis of Presentation in this Annual Report on Form [removed: 10-K](#i915877771d4646b19db58641c088b3c4_16)] [added: 10-K](#ibd352dfa94e54136ba15ca2999d00c28_16)] and Social Media | | | [removed: [3](#i915877771d4646b19db58641c088b3c4_16)] [added: [3](#ibd352dfa94e54136ba15ca2999d00c28_16)] | | |

| Item 1. | | | [removed: [Business](#i915877771d4646b19db58641c088b3c4_19)] [added: [Business](#ibd352dfa94e54136ba15ca2999d00c28_19)] | | | [removed: [3](#i915877771d4646b19db58641c088b3c4_19)] [added: [3](#ibd352dfa94e54136ba15ca2999d00c28_19)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i915877771d4646b19db58641c088b3c4_22)] [added: Factors](#ibd352dfa94e54136ba15ca2999d00c28_22)] | | | [removed: [19](#i915877771d4646b19db58641c088b3c4_22)] [added: [16](#ibd352dfa94e54136ba15ca2999d00c28_22)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i915877771d4646b19db58641c088b3c4_25)] [added: Comments](#ibd352dfa94e54136ba15ca2999d00c28_25)] | | | [removed: [37](#i915877771d4646b19db58641c088b3c4_25)] [added: [33](#ibd352dfa94e54136ba15ca2999d00c28_25)] | | |

| Item 1C. | | | Cybersecurity | | | [removed: [37](#i915877771d4646b19db58641c088b3c4_1436)] [added: [33](#ibd352dfa94e54136ba15ca2999d00c28_28)] | | |

| Item 2. | | | [removed: [Properties](#i915877771d4646b19db58641c088b3c4_28)] [added: [Properties](#ibd352dfa94e54136ba15ca2999d00c28_31)] | | | [removed: [39](#i915877771d4646b19db58641c088b3c4_28)] [added: [35](#ibd352dfa94e54136ba15ca2999d00c28_31)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i915877771d4646b19db58641c088b3c4_31)] [added: Proceedings](#ibd352dfa94e54136ba15ca2999d00c28_34)] | | | [removed: [40](#i915877771d4646b19db58641c088b3c4_31)] [added: [36](#ibd352dfa94e54136ba15ca2999d00c28_34)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i915877771d4646b19db58641c088b3c4_34)] [added: Disclosures](#ibd352dfa94e54136ba15ca2999d00c28_37)] | | | [removed: [40](#i915877771d4646b19db58641c088b3c4_34)] [added: [36](#ibd352dfa94e54136ba15ca2999d00c28_37)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases [removed: of](#i915877771d4646b19db58641c088b3c4_37)] [added: of](#ibd352dfa94e54136ba15ca2999d00c28_40)] | | | | | |

| | | | [Equity [removed: Securities](#i915877771d4646b19db58641c088b3c4_37)] [added: Securities](#ibd352dfa94e54136ba15ca2999d00c28_40)] | | | [removed: [41](#i915877771d4646b19db58641c088b3c4_37)] [added: [37](#ibd352dfa94e54136ba15ca2999d00c28_40)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i915877771d4646b19db58641c088b3c4_40)] [added: [\[Reserved\]](#ibd352dfa94e54136ba15ca2999d00c28_43)] | | | [removed: [42](#i915877771d4646b19db58641c088b3c4_40)] [added: [38](#ibd352dfa94e54136ba15ca2999d00c28_43)] | | |

| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i915877771d4646b19db58641c088b3c4_43)] [added: Operations](#ibd352dfa94e54136ba15ca2999d00c28_46)] | | | [removed: [43](#i915877771d4646b19db58641c088b3c4_43)] [added: [39](#ibd352dfa94e54136ba15ca2999d00c28_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i915877771d4646b19db58641c088b3c4_76)] [added: Risk](#ibd352dfa94e54136ba15ca2999d00c28_79)] | | | [removed: [60](#i915877771d4646b19db58641c088b3c4_76)] [added: [56](#ibd352dfa94e54136ba15ca2999d00c28_79)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i915877771d4646b19db58641c088b3c4_79)] [added: Data](#ibd352dfa94e54136ba15ca2999d00c28_82)] | | | [removed: [62](#i915877771d4646b19db58641c088b3c4_79)] [added: [58](#ibd352dfa94e54136ba15ca2999d00c28_82)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i915877771d4646b19db58641c088b3c4_163)] [added: Disclosure](#ibd352dfa94e54136ba15ca2999d00c28_172)] | | | [removed: [104](#i915877771d4646b19db58641c088b3c4_163)] [added: [102](#ibd352dfa94e54136ba15ca2999d00c28_172)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i915877771d4646b19db58641c088b3c4_166)] [added: Procedures](#ibd352dfa94e54136ba15ca2999d00c28_175)] | | | [removed: [104](#i915877771d4646b19db58641c088b3c4_166)] [added: [102](#ibd352dfa94e54136ba15ca2999d00c28_175)] | | |

| Item 9B. | | | [Other [removed: Information](#i915877771d4646b19db58641c088b3c4_169)] [added: Information](#ibd352dfa94e54136ba15ca2999d00c28_178)] | | | [removed: [104](#i915877771d4646b19db58641c088b3c4_169)] [added: [102](#ibd352dfa94e54136ba15ca2999d00c28_178)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i915877771d4646b19db58641c088b3c4_172)] [added: Inspections](#ibd352dfa94e54136ba15ca2999d00c28_184)] | | | [removed: [104](#i915877771d4646b19db58641c088b3c4_172)] [added: [102](#ibd352dfa94e54136ba15ca2999d00c28_184)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i915877771d4646b19db58641c088b3c4_175)] [added: Governance](#ibd352dfa94e54136ba15ca2999d00c28_187)] | | | [removed: [105](#i915877771d4646b19db58641c088b3c4_175)] [added: [103](#ibd352dfa94e54136ba15ca2999d00c28_187)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i915877771d4646b19db58641c088b3c4_178)] [added: Compensation](#ibd352dfa94e54136ba15ca2999d00c28_190)] | | | [removed: [105](#i915877771d4646b19db58641c088b3c4_178)] [added: [103](#ibd352dfa94e54136ba15ca2999d00c28_190)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related [removed: Stockholder](#i915877771d4646b19db58641c088b3c4_181)] [added: Stockholder](#ibd352dfa94e54136ba15ca2999d00c28_193)] | | | | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i915877771d4646b19db58641c088b3c4_184)] [added: Independence](#ibd352dfa94e54136ba15ca2999d00c28_196)] | | | [removed: [105](#i915877771d4646b19db58641c088b3c4_184)] [added: [103](#ibd352dfa94e54136ba15ca2999d00c28_196)] | | |

| Item 14. | | | [Principal [removed: Accounting] [added: Accountant] Fees and [removed: Services](#i915877771d4646b19db58641c088b3c4_187)] [added: Services](#ibd352dfa94e54136ba15ca2999d00c28_199)] | | | [removed: [105](#i915877771d4646b19db58641c088b3c4_187)] [added: [103](#ibd352dfa94e54136ba15ca2999d00c28_199)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i915877771d4646b19db58641c088b3c4_190)] [added: Schedules](#ibd352dfa94e54136ba15ca2999d00c28_202)] | | | [removed: [105](#i915877771d4646b19db58641c088b3c4_190)] [added: [103](#ibd352dfa94e54136ba15ca2999d00c28_202)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i915877771d4646b19db58641c088b3c4_193)] [added: Summary](#ibd352dfa94e54136ba15ca2999d00c28_205)] | | | [removed: [111](#i915877771d4646b19db58641c088b3c4_193)] [added: [110](#ibd352dfa94e54136ba15ca2999d00c28_205)] | | |

- [removed: Labor shortages or the] [added: The] loss of key senior management personnel [added: or labor shortages] could restrict our ability to [removed: operate our properties or] grow our business or [added: operate our properties or] result in increased labor costs that could adversely affect our results of operations;

- Our business is subject to evolving corporate governance and public disclosure regulations and expectations, including with respect to [removed: environmental, social and governance ("ESG")] [added: sustainability] matters, that could increase costs or expose us to reputational and other risks; and

- Our substantial indebtedness and other contractual obligations could adversely affect our financial condition, our ability to raise additional capital to fund our operations, our ability to operate our business, our ability to react to [added: changes in the economy or our industry and our ability to pay our debts, and could require us to divert our cash flows from operations to make required debt or interest payments.]

Except where the context requires otherwise, references to our "properties" refer to the hotels, resorts and timeshare properties that are managed, franchised, owned or leased by us, [added: as well as third-party hotels we do not manage or franchise but that use our booking channels and related programs ("strategic partner hotels"),] while references to "hotels" exclude timeshare properties.

We use our website at stories.hilton.com, our Facebook page at [removed: facebook.com/hiltonnewsroom] [added: facebook.com/hiltonnewsroom, our LinkedIn page at linkedin.com/company/hilton] and our corporate X [removed: (formerly Twitter)] account at [removed: twitter.com/hiltonnewsroom] [added: x.com/hiltonnewsroom] as channels of distribution of company information.

| | | | [Matters](#ibd352dfa94e54136ba15ca2999d00c28_193) | | | [103](#ibd352dfa94e54136ba15ca2999d00c28_193) | | |

| | | | [Signatures](#ibd352dfa94e54136ba15ca2999d00c28_208) | | | [111](#ibd352dfa94e54136ba15ca2999d00c28_208) | | |

- Failure to keep pace with developments in technology could adversely affect our operations or competitive position;

We also use our website at cr.hilton.com to communicate our Travel with Purpose strategy.

| | | | [Matters](#i915877771d4646b19db58641c088b3c4_181) | | | [105](#i915877771d4646b19db58641c088b3c4_181) | | |

| | | | [Signatures](#i915877771d4646b19db58641c088b3c4_196) | | | [112](#i915877771d4646b19db58641c088b3c4_196) | | |

changes in the economy or our industry and our ability to pay our debts, and could require us to divert our cash flows from operations to make required debt or interest payments.

On January 3, 2017, we completed the spin-offs of a portfolio of hotels and resorts, as well as our timeshare business, into two independent, publicly traded companies: Park Hotels & Resorts Inc. ("Park") and Hilton Grand Vacations Inc. ("HGV"), respectively, (the "spin-offs").

Hilton did not retain any interest in Park or HGV, but did enter into long-term management and franchise contracts with Park for the portfolio of hotels and resorts that it held at the time of the spin-offs and a 100-year license agreement with HGV for the timeshare business.

As of December 31, [removed: 2023,] [added: 2024,] we had a minority or noncontrolling financial interest in the entities that own or lease the following 5 properties, representing [removed: 2,244] [added: 2,245] rooms, and we manage each of the hotels for these entities.

| Conrad Cairo | | | | | | Cairo, Egypt | | | | | | 10% | | | | | | [removed: 614] [added: 615] | | |

As of December 31, [removed: 2023,] [added: 2024,] we leased the following [removed: 46] [added: 45] hotels, representing [removed: 15,247] [added: 14,893] rooms.

| Hilton Istanbul Bosphorus | | | | | | Istanbul, Turkiye | | | | | | [removed: 500] [added: 475] | | |

| Hilton Sandton | | | | | | Sandton, South Africa | | | | | | 329 | | |

Our common stock is listed for trading on the NYSE under the symbol "HLT." As of December 31, [removed: 2023,] [added: 2024,] there were [removed: eight] [added: 12] holders of record of our common stock, which does not include a substantially greater number of beneficial holders whose shares are held of record by banks, brokers and other financial institutions.

The following graph compares Hilton's cumulative total stockholder return since December 31, [removed: 2018] [added: 2019] with the Standard and Poor's ("S&P") 500 Index ("S&P 500") and the S&P Hotels, Resorts & Cruise Lines Index ("S&P Hotel").

The graph assumes that the value of the investment in our common stock and each index was $100 on December 31, [removed: 2018.][added: 2019.]

[removed: ][added: ]

| | | | [removed: 12/31/2018] [added: 12/31/2019] | | | | | | [removed: 12/31/2019] [added: 12/31/2020] | | | | | | [removed: 12/31/2020] [added: 12/31/2021] | | | | | | [removed: 12/31/2021] [added: 12/31/2022] | | | | | | [removed: 12/31/2022] [added: 12/31/2023] | | | | | | [removed: 12/31/2023] [added: 12/31/2024] | | |

The following table sets forth information regarding our purchases of shares of our common stock during the three months ended December 31, [removed: 2023:][added: 2024:]

| | | | Total Number of Shares Purchased | | | | | | Average Price Paid per Share(1) | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Program(2) | | | | | | [removed: Maximum Approximate] [added: Approximate] Dollar Value of Shares that May Yet Be Purchased Under the Program(2) (in millions) | | |

(2)In November [removed: 2023,] [added: 2024,] our board of directors authorized the repurchase of an additional [removed: $3.0] [added: $3.5] billion of our common stock under our stock repurchase program, which was initially announced in February 2017 and subsequently increased in November 2017, February 2019, March [removed: 2020] [added: 2020, November 2022] and November [removed: 2022.][added: 2023.]

As such, our stock repurchase program allows for the repurchase of up to a total of [removed: $11] [added: $14.5] billion of our common stock.

| Hilton | | | $ | 100.00 | | | | | $ | 100.47 | | | | | $ | 140.87 | | | | | $ | 114.49 | | | | | $ | 165.64 | | | | | $ | 225.46 | |

| S&P 500 | | | 100.00 | | | | | | 118.39 | | | | | | 152.34 | | | | | | 124.73 | | | | | | 157.48 | | | | | | 196.85 | | |

| S&P Hotel | | | 100.00 | | | | | | 74.12 | | | | | | 88.83 | | | | | | 67.29 | | | | | | 111.92 | | | | | | 147.93 | | |

| October 1, 2024 to October 31, 2024 | | | 1,123,811 | | | | | | $ | 235.63 | | | | | 1,123,811 | | | | | | $ | 1,404 | |

| November 1, 2024 to November 30, 2024 | | | 927,020 | | | | | | 248.12 | | | | | | 927,020 | | | | | | 4,674 | | |

| December 1, 2024 to December 31, 2024 | | | 988,434 | | | | | | 251.93 | | | | | | 988,434 | | | | | | 4,425 | | |

| Total | | | 3,039,265 | | | | | | 244.74 | | | | | | 3,039,265 | | | | | | | | |

| Hilton | | | $ | 100.00 | | | | | $ | 155.47 | | | | | $ | 156.21 | | | | | $ | 219.01 | | | | | $ | 178.00 | | | | | $ | 257.53 | |

| S&P 500 | | | 100.00 | | | | | | 131.47 | | | | | | 155.65 | | | | | | 200.29 | | | | | | 163.98 | | | | | | 207.04 | | |

| S&P Hotel | | | 100.00 | | | | | | 137.05 | | | | | | 101.59 | | | | | | 121.75 | | | | | | 92.23 | | | | | | 153.39 | | |

| October 1, 2023 to October 31, 2023 | | | 1,758,248 | | | | | | $ | 151.02 | | | | | 1,758,248 | | | | | | $ | 1,262 | |

| November 1, 2023 to November 30, 2023 | | | 1,303,034 | | | | | | 165.08 | | | | | | 1,303,034 | | | | | | 4,047 | | |

| December 1, 2023 to December 31, 2023 | | | 1,503,791 | | | | | | 176.57 | | | | | | 1,503,791 | | | | | | 3,782 | | |

| Total | | | 4,565,073 | | | | | | 163.45 | | | | | | 4,565,073 | | | | | | | | |

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#i915877771d4646b19db58641c088b3c4_82)] [added: Reporting](#ibd352dfa94e54136ba15ca2999d00c28_85)] | | | [removed: [63](#i915877771d4646b19db58641c088b3c4_82)] [added: [59](#ibd352dfa94e54136ba15ca2999d00c28_85)] | | |

| [Report of Independent Registered Public Accounting Firm – Internal Control Over Financial [removed: Reporting](#i915877771d4646b19db58641c088b3c4_85)] [added: Reporting](#ibd352dfa94e54136ba15ca2999d00c28_88)] | | | [removed: [64](#i915877771d4646b19db58641c088b3c4_85)] [added: [60](#ibd352dfa94e54136ba15ca2999d00c28_88)] | | |

| [Report of Independent Registered Public Accounting Firm – Financial [removed: Statements](#i915877771d4646b19db58641c088b3c4_88)] [added: Statements](#ibd352dfa94e54136ba15ca2999d00c28_91)] | | | [removed: [65](#i915877771d4646b19db58641c088b3c4_88)] [added: [61](#ibd352dfa94e54136ba15ca2999d00c28_91)] | | |

| [Consolidated Balance [removed: Sheets](#i915877771d4646b19db58641c088b3c4_91)] [added: Sheets](#ibd352dfa94e54136ba15ca2999d00c28_94)] as of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] | | | [removed: [68](#i915877771d4646b19db58641c088b3c4_91)] [added: [63](#ibd352dfa94e54136ba15ca2999d00c28_94)] | | |

| [Consolidated Statements of Operations for the years [removed: ended](#i915877771d4646b19db58641c088b3c4_94)] [added: ended](#ibd352dfa94e54136ba15ca2999d00c28_97)] December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [69](#i915877771d4646b19db58641c088b3c4_94)] [added: [64](#ibd352dfa94e54136ba15ca2999d00c28_97)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i915877771d4646b19db58641c088b3c4_97) [for] [added: Income for] the years [removed: ended](#i915877771d4646b19db58641c088b3c4_97)] [added: ended](#ibd352dfa94e54136ba15ca2999d00c28_100)] December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [70](#i915877771d4646b19db58641c088b3c4_97)] [added: [65](#ibd352dfa94e54136ba15ca2999d00c28_100)] | | |

| [Consolidated Statements of Cash Flows for the years [removed: ended](#i915877771d4646b19db58641c088b3c4_100)] [added: ended](#ibd352dfa94e54136ba15ca2999d00c28_103)] December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [71](#i915877771d4646b19db58641c088b3c4_100)] [added: [66](#ibd352dfa94e54136ba15ca2999d00c28_103)] | | |

| [Consolidated Statements [removed: of Stockholders'] [added: of](#ibd352dfa94e54136ba15ca2999d00c28_106) [Noncont](#ibd352dfa94e54136ba15ca2999d00c28_106)[rolling Interests and](#ibd352dfa94e54136ba15ca2999d00c28_106) [Stockholders'] Equity (Deficit) for the years [removed: ended](#i915877771d4646b19db58641c088b3c4_103)] [added: ended](#ibd352dfa94e54136ba15ca2999d00c28_106)] December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [72](#i915877771d4646b19db58641c088b3c4_103)] [added: [67](#ibd352dfa94e54136ba15ca2999d00c28_106)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i915877771d4646b19db58641c088b3c4_106)] [added: Statements](#ibd352dfa94e54136ba15ca2999d00c28_109)] | | | [removed: [73](#i915877771d4646b19db58641c088b3c4_106)] [added: [68](#ibd352dfa94e54136ba15ca2999d00c28_109)] | | |

Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on this assessment, management determined that the Company maintained effective internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Ernst & Young LLP (PCAOB ID: 42), the independent registered public accounting firm that has audited the consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

We have audited Hilton Worldwide Holdings Inc.'s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Hilton Worldwide Holdings Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive income, cash flows and [added: noncontrolling interests and] stockholders' equity (deficit) for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and our report dated February [removed: 7, 2024] [added: 6, 2025] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Hilton Worldwide Holdings Inc. (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive income, cash flows and [added: noncontrolling interests and] stockholders’ equity (deficit) for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes (collectively referred to as the "consolidated financial statements").

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 7, 2024] [added: 6, 2025] expressed an unqualified opinion thereon.

| *Description of the [removed: matter*] [added: Matter*] | | | | | | The Company [removed: recognized $474 million of revenues during the year ended December 31, 2023 and] had deferred revenues of [removed: $769] [added: $1,032] million and a liability for guest loyalty program of [removed: $2,732] [added: $2,974] million as of December 31, [removed: 2023] [added: 2024] associated with the Hilton Honors guest loyalty and marketing program (the “Loyalty Program”). As discussed in Note 2 to the consolidated financial statements, the Company has a performance obligation to provide or arrange for the provision of goods or services, for free or at a discount, to Hilton Honors members in exchange for the redemption of points earned through participation in the Loyalty Program. The consideration for the Loyalty Program is received from hotel properties or other program partners at the time points are earned by Hilton Honors members. Such amounts are recognized as revenue when the related point obligation is satisfied based upon the estimated standalone selling price per point in excess of the related cost per point. [removed: Further, the Company earns licensing fees from its co-branded credit card arrangement, which are recognized as revenue when the points for Hilton Honors are issued, generally as spend with the co-branded credit card provider occurs.] Auditing the Loyalty Program is complex due [removed: to: (1)] [added: to] the complexity of models and high volume of data used to monitor and account for the Loyalty Program [removed: results, and (2) the complexity of estimating the standalone selling price of the performance obligations in the co-branded credit card arrangement.] [added: results.] | | |

| *How [removed: we addressed] [added: We Addressed] the [removed: matter] [added: Matter] in [removed: our audit*] [added: Our Audit*] | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process of accounting for the Loyalty Program during the year. For example, we tested controls over the accounting model and data used in recording revenue when Hilton Honors points are [removed: redeemed, as well as management’s review of the assumptions and data inputs utilized in estimating the stand-alone selling price of the performance obligations identified in the co-branded credit card arrangement.] [added: redeemed.] To test the recognition of revenue associated with the Loyalty Program, we performed audit procedures that included, among others, testing the clerical accuracy and consistency with US generally accepted accounting principles of the accounting model developed by the Company to recognize revenue associated with the Loyalty Program and testing significant inputs into the accounting model. [removed: As it relates to the co-branded credit card arrangement, we involved valuation professionals with specialized skills and knowledge and performed audit procedures that included, among others, testing the clerical accuracy and consistency with US generally accepted accounting principles of the valuation model used by the Company in estimating the standalone selling price of the identified performance obligations, testing significant inputs into the valuation model, and performing sensitivity analysis over the inputs to assess its impact on the determined standalone selling price.] | | |

| *Description of the [removed: matter*] [added: Matter*] | | | | | | The Company recognized income tax expense of [removed: $541] [added: $244] million during the year ended December 31, [removed: 2023,] [added: 2024,] and unrecognized tax benefits of [removed: $555] [added: $849] million as of December 31, [removed: 2023.] [added: 2024.] As discussed in Note 2 to the consolidated financial statements, for all tax positions taken in a tax return, the Company will first determine whether it is more likely than not that a tax position will be sustained upon examination. If the Company determines that a position meets the more-likely-than-not recognition threshold, the benefit recognized in the financial statements is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement. Auditing the accounting for income taxes is complex as a result of: (1) the judgment and estimation associated with both the identification and measurement of the Company's unrecognized tax benefits, including its evaluation of the technical merits related to matters for which no reserves or partial reserves have been recorded, and (2) the significant estimation associated with the measurement of unrecognized tax benefits outstanding as of the balance sheet date. | | |

| [removed: 2023] | | | [added: 2024] | | | [removed: 2022] | | | [added: 2023] | | | [added: | | | 2022 | | |]

| Cash and cash equivalents | | | $ | [removed: 800] [added: 1,301] | | | | | $ | [removed: 1,209] [added: 800] | |

| Restricted cash and cash equivalents | | | 75 | | | | | | [removed: 77] [added: 75] | | |

| Accounts receivable, net of allowance for credit losses of [removed: $131] [added: $145] and [removed: $117] [added: $131] | | | [removed: 1,487] [added: 1,583] | | | | | | [removed: 1,327] [added: 1,487] | | |

| Prepaid expenses | | | [removed: 131] [added: 193] | | | | | | [removed: 105] [added: 131] | | |

| Other | | | [removed: 121] [added: 120] | | | | | | [removed: 152] [added: 121] | | |

| Total current assets (variable interest entities *–* [removed: $65] [added: $71] and [removed: $43)] [added: $65)] | | | [removed: 2,614] [added: 3,272] | | | | | | [removed: 2,870] [added: 2,614] | | |

| Goodwill | | | [removed: 5,052] [added: 5,035] | | | | | | [removed: 5,032] [added: 5,052] | | |

| Brands | | | [removed: 4,846] [added: 4,990] | | | | | | [removed: 4,840] [added: 4,846] | | |

| Management and franchise contracts, net | | | [removed: 1,064] [added: 1,235] | | | | | | [removed: 887] [added: 1,064] | | |

| Other intangible assets, net | | | [removed: 173] [added: 194] | | | | | | [removed: 161] [added: 173] | | |

| Operating lease right-of-use assets | | | [removed: 618] [added: 567] | | | | | | [removed: 662] [added: 618] | | |

| Property and equipment, net | | | [removed: 382] [added: 411] | | | | | | [removed: 280] [added: 382] | | |

| Deferred income tax assets | | | [removed: 140] [added: 318] | | | | | | [removed: 204] [added: 140] | | |

| Other | | | [removed: 512] [added: 500] | | | | | | [removed: 576] [added: 512] | | |

| Total intangibles and other assets (variable interest entities *–* [removed: $112] [added: $100] and [removed: $152)] [added: $112)] | | | [removed: 12,787] [added: 13,250] | | | | | | [removed: 12,642] [added: 12,787] | | |

| TOTAL ASSETS | | | $ | [removed: 15,401] [added: 16,522] | | | | | $ | [removed: 15,512] [added: 15,401] | |

| [removed: LIABILITIES] [added: LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS] AND EQUITY (DEFICIT) | | | | | | | | | | | |

| Accounts payable, accrued expenses and other | | | $ | [removed: 1,979] [added: 2,124] | | | | | $ | [removed: 1,790] [added: 1,979] | |

February 6, 2025

| Redeemable Noncontrolling Interests | | | 17 | | | | | | — | | |

| Cash paid for acquisitions, net of cash acquired | | | (236) | | | | | | — | | | | | | — | | |

| Payments received on financing receivables | | | 7 | | | | | | — | | | | | | 2 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Acquisition date fair value of redeemable noncontrolling interests | | | 22 | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Other comprehensive income (loss), net of taxes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other comprehensive loss | | | — | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (51) | | | | | | (1) | | | | | | (52) | | |

| Dividends | | | — | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (150) | | | | | | — | | | | | | — | | | | | | (150) | | |

| Repurchases of common stock(1) | | | — | | | (13.3) | | | | | | — | | | | | | (2,882) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,882) | | |

| Balance as of December 31, 2024(2) | | | $ | 17 | | 241.8 | | | | | | $ | 3 | | | | | $ | (11,256) | | | | | $ | 11,130 | | | | | $ | (2,822) | | | | | $ | (782) | | | | | $ | 21 | | | | | $ | (3,706) | |

(1) Amounts include excise tax of $25 million and $22 million for the years ended December 31, 2024 and 2023, respectively, as imposed by the Inflation Reduction Act of 2022.

These amounts are reimbursed to us by the property owner at least on a monthly basis.

Indirect reimbursements also include reimbursements for expenses incurred to operate the Hilton Honors program (see the "—Hilton Honors" below for additional information).

Additionally, if we expend in excess of amounts collected, we have a contractual right to adjust future collections to recover prior period expenditures.

For discussion on revenue recognition for point redemptions, refer to the "—Hilton Honors" below.

Revenue is recognized when the substantive right to a free or discounted good or service is redeemed.

Accounts Receivable

During the year ended December 31, 2024, we recorded brands intangible assets related to the acquisition of the Graduate brand and NoMad brand (refer to Note 3: "Acquisitions" for additional information).

The fair value of the Graduate brand intangible asset was determined on a relative fair value basis and

the fair value of the NoMad brand intangible asset was determined using the multi-period excess earnings method.

The estimated fair value of the brands intangible assets are based on forward-looking estimates of performance and cash flows of each respective brand, which are based on historical operating results, adjusted for current and expected future market conditions as well as various internal projections and external sources.

During the year ended December 31, 2024, we recorded franchise contract intangible assets and management contract intangible assets related to the acquisitions of the Graduate brand and NoMad brand, respectively (refer to Note 3: "Acquisitions" for additional information).

maintenance are expensed as incurred.

Redeemable Noncontrolling Interests

Noncontrolling interests with redemption features that are not solely within our control are considered redeemable noncontrolling interests.

The redeemable noncontrolling interests are a component of temporary equity and are reported between liabilities and equity (deficit) in our consolidated balance sheet.

At each reporting period, the redeemable noncontrolling interests are recognized at the higher of (i) the initial carrying amount, adjusted for accumulated earnings (losses), contributions and distributions, or (ii) the redemption value as of the balance sheet date.

We include both the earnings (losses) for the period attributable to redeemable noncontrolling interests and any adjustment to the carrying value of redeemable noncontrolling interests as a result of a change in the redemption value in net income attributable to redeemable and nonredeemable noncontrolling interests in our consolidated statement of operations.

As points are issued to a Hilton Honors member, the property or strategic partner pays Hilton based on the member's spend at the property or with the strategic partner.

redeemed) and the estimated breakage are reevaluated.

management objective and strategy for undertaking various hedge transactions.

Vested performance shares generally will be settled for the Company's common stock, with the exception of certain awards that will be settled in cash.

Acquisitions

We make certain judgments to determine whether a transaction should be accounted for as a business combination or an asset acquisition.

These judgments include the assessment of the inputs, processes and outputs associated with an acquired set of activities and whether the fair value of total assets acquired is concentrated to a single identifiable asset or group of similar assets.

We account for a transaction as a business combination when the assets acquired include inputs and one or more substantive processes that, together, significantly contribute to the ability to create outputs and substantially all of the total fair value of the assets acquired is not concentrated to a single identifiable asset or group of similar assets.

Otherwise, we account for the transaction as an asset acquisition.

We account for acquisitions that meet the definition of a business combination using the acquisition method of accounting whereby the identifiable assets acquired and liabilities assumed, as well as any noncontrolling interests in the acquired business, are recorded at their estimated fair values at the acquisition date, with any excess purchase price over the fair value of the net assets acquired recorded as goodwill.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

February 7, 2024

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | |

| Loss on debt extinguishment | | | — | | | | | | — | | | | | | 69 | | |

| Change in operating lease liabilities | | | (98) | | | | | | (113) | | | | | | (123) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Equity (Deficit) Attributable to Hilton Stockholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance as of December 31, 2020 | | | 277.6 | | | | | | $ | 3 | | | | | $ | (4,453) | | | | | $ | 10,552 | | | | | $ | (6,732) | | | | | $ | (860) | | | | | $ | 4 | | | | | $ | (1,486) | |

(1) Amount related to noncontrolling interests was less than $1 million.

(3) Beginning January 1, 2023, amount includes excise tax as imposed by the Inflation Reduction Act of 2022.

We have not recorded any intangible assets for brands that were launched subsequent to the Merger.

When we evaluate our brands intangible assets for potential impairment, generally, we

first perform a qualitative assessment to determine whether it is more likely than not that the fair value of the asset is less than its carrying value.

The estimated fair value of the brand intangible asset is based on internal projections of expected future cash flows generated by the brand.

All of our managed, franchised, owned and leased properties participate in the Hilton Honors program.

During the year ended December 31, 2023, we recognized an aggregate of $474 million of revenue related to Hilton Honors, including amounts related to point redemptions, which were recognized in other revenues from managed and franchised properties, and amounts related to licensing fees, which were recognized in franchise and licensing fees.

Thus, the hypothetical hedging instrument is presumed to perfectly offset the hedged cash flows.

We would discontinue hedge accounting prospectively if we

balance sheet, depending on whether the instruments granted satisfy the equity or liability classification criteria, respectively.

within fiscal years beginning after December 15, 2024; early adoption is permitted.

| Balance as of December 31, 2022 | | | $ | 1,331 | |

| Other(2) | | | (119) | | |

The assets of our consolidated VIEs are only available to settle the obligations of the respective entities, and the liabilities of the consolidated VIEs are non-recourse to us.

During the year ended December 31, 2023, our consolidated VIEs made payments on borrowings that were outstanding as of December 31, 2022, including partial prepayments of JPY1.5 billion (approximately $10 million) on borrowings that have a maturity date in 2026 and full repayments of JPY2.0 billion (approximately $14 million) on borrowings that had original maturity dates in 2028 and 2029.

| | | | December 31, 2022 | | | | | | | | | | | | | | |

| International management contracts recorded at Merger(1) | | | $ | 293 | | | | | $ | (278) | | | | | $ | 15 | |

| | | | $ | 1,403 | | | | | $ | (516) | | | | | $ | 887 | |

| Capitalized software costs | | | $ | 615 | | | | | $ | (515) | | | | | $ | 100 | |

| Hilton Honors(1) | | | 335 | | | | | | (318) | | | | | | 17 | | |

| | | | $ | 1,074 | | | | | $ | (913) | | | | | $ | 161 | |

| Thereafter | | | 108 | | |

| | | | $ | 298 | |

| | | | 902 | | | | | | 769 | | |

| | | | $ | 382 | | | | | $ | 280 | |

| | | | $ | 1,979 | | | | | $ | 1,790 | |

| Senior secured term loan facility with a rate of 7.46%, due 2030 | | | 2,119 | | | | | | — | | |

During the [removed: quarter] [added: three months] ended December 31, [removed: 2023,] [added: 2024,] no [removed: other] director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

On October 27, 2023, Matthew Schuyler, our then Executive Vice President and Chief Brand Officer, adopted a trading plan intended to satisfy Rule 10b5-1(c) under the Exchange Act to sell up to 18,744 shares of the Company's common stock (following the exercise of options that expire in February 2024) between February 12, 2024 and February 16, 2024.

The trading plan will cease upon the earlier of February 16, 2024 and the sale of all shares subject to the trading plan.

Mr. Schuyler moved to a short-term advisory role effective January 1, 2024 and is no longer an officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company.

The information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2023.][added: 2024.]

The information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2023.][added: 2024.]

The information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2023.][added: 2024.]

The information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2023.][added: 2024.]

The information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2023.][added: 2024.]

| 2.1 | | | | | | [Distribution Agreement, dated January 2, 2017, among Hilton Worldwide Holdings Inc., Hilton Domestic Operating Company Inc., Park Hotels & Resorts Inc. and Hilton Grand Vacations Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on January 4, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1585689/000119312517001901/d302894dex21.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/1585689/000119312517001901/d302894dex21.htm)] | | |

| 3.1 | | | | | | [Certificate of Incorporation of Hilton Worldwide Holdings Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 17, [removed: 2013).](http://www.sec.gov/Archives/edgar/data/1585689/000119312513476077/d645078dex31.htm)] [added: 2013).](https://www.sec.gov/Archives/edgar/data/1585689/000119312513476077/d645078dex31.htm)] | | |

| 3.2 | | | | | | [Certificate of Amendment to Certificate of Incorporation of Hilton Worldwide Holdings Inc. effective as of January 3, 2017 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on January 4, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1585689/000119312517001901/d302894dex31.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/1585689/000119312517001901/d302894dex31.htm)] | | |

| 3.3 | | | | | | [Amended and Restated By-Laws of Hilton Worldwide Holdings Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 2, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1585689/000119312519212020/d778524dex31.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/1585689/000119312519212020/d778524dex31.htm)] | | |

| 4.1 | | | | | | [Indenture with respect to the 4.875% Senior Notes due 2027 (the "2027 Notes"), dated as of March 16, 2017, by and among Hilton Worldwide Finance LLC, Hilton Worldwide Finance Corp., the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 22, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1585689/000119312517092260/d335951dex41.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/1585689/000119312517092260/d335951dex41.htm)] | | |

| 4.2 | | | | | | [Form of 4.875% Senior Note due 2027 (included in Exhibit [removed: 4.1).](http://www.sec.gov/Archives/edgar/data/1585689/000119312517092260/d335951dex41.htm)] [added: 4.1).](https://www.sec.gov/Archives/edgar/data/1585689/000119312517092260/d335951dex41.htm)] | | |

| 4.3 | | | | | | [First Supplemental Indenture with respect to the 2027 Notes, dated as of December 6, 2017, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1585689/000158568918000033/exhibit46-firstsupplementa.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/1585689/000158568918000033/exhibit46-firstsupplementa.htm)] | | |

| 4.4 | | | | | | [Second Supplemental Indenture with respect to the 2027 Notes, dated as of March 8, 2019, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1585689/000158568919000086/secondsupplementalindenture.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/1585689/000158568919000086/secondsupplementalindenture.htm)] | | |

| 4.5 | | | | | | [Third Supplemental Indenture with respect to the 2027 Notes, dated as of February 25, 2020, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000110/exhibit45-thirdsupplem.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1585689/000158568920000110/exhibit45-thirdsupplem.htm)] | | |

| 4.6 | | | | | | [Fourth Supplemental Indenture with respect to the 2027 Notes, dated as of February 29, 2020, among the issuer, the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.6 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000110/exhibit46-fourthsupple.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1585689/000158568920000110/exhibit46-fourthsupple.htm)] | | |

| 4.7 | | | | | | [Fifth Supplemental Indenture with respect to the 2027 Notes, dated as of May 13, 2022, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/1585689/000158568922000164/hilton-fifthsupplementalina.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1585689/000158568922000164/hilton-fifthsupplementalina.htm)] | | |

| 4.8 | | | | | | [Sixth Supplemental Indenture with respect to the 2027 Notes, dated as of August 24, 2022, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/1585689/000158568922000164/hilton-sixthsupplementalin.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1585689/000158568922000164/hilton-sixthsupplementalin.htm)] | | |

| [removed: 4.9] [added: 4.10] | | | | | | [Indenture, dated as of June 20, 2019, with respect to the 4.875% Senior Notes due 2030 (the "2030 Notes"), by and among Hilton Domestic Operating Company Inc., the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on June 24, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1585689/000119312519180093/d762480dex41.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/1585689/000119312519180093/d762480dex41.htm)] | | |

| [removed: 4.10] [added: 4.11] | | | | | | [Form of 4.875% Senior Note due 2030 (included in Exhibit [removed: 4.9).](http://www.sec.gov/Archives/edgar/data/1585689/000119312519180093/d762480dex41.htm)] [added: 4.](https://www.sec.gov/Archives/edgar/data/1585689/000119312519180093/d762480dex41.htm)[10](https://www.sec.gov/Archives/edgar/data/1585689/000119312519180093/d762480dex41.htm)[).](https://www.sec.gov/Archives/edgar/data/1585689/000119312519180093/d762480dex41.htm)] | | |

| [removed: 4.11] [added: 4.12] | | | | | | [First Supplemental Indenture with respect to the 2030 Notes, dated as of September 12, 2019, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.20 to the Company's Registration Statement on Form S-4 filed on September 20, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1585689/000162828019011858/exhibit420s-4firstsupp.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/1585689/000162828019011858/exhibit420s-4firstsupp.htm)] | | |

| [removed: 4.12] [added: 4.13] | | | | | | [Second Supplemental Indenture with respect to the 2030 Notes, dated as of February 25, 2020, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000110/exhibit41-secondsupple.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1585689/000158568920000110/exhibit41-secondsupple.htm)] | | |

| [removed: 4.13] [added: 4.14] | | | | | | [Third Supplemental Indenture with respect to the 2030 Notes, dated as of February 29, 2020, among the issuer, the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000110/exhibit42-thirdsupplem.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1585689/000158568920000110/exhibit42-thirdsupplem.htm)] | | |

| [removed: 4.14] [added: 4.15] | | | | | | [Fourth Supplemental Indenture with respect to the 2030 Notes, dated as of May 13, 2022, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/1585689/000158568922000164/hilton-fourthsupplementali.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1585689/000158568922000164/hilton-fourthsupplementali.htm)] | | |

| [removed: 4.15] [added: 4.16] | | | | | | [Fifth Supplemental Indenture with respect to the 2030 Notes, dated as of August 24, 2022, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/1585689/000158568922000164/hilton-fifthsupplementalin.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1585689/000158568922000164/hilton-fifthsupplementalin.htm)] | | |

| [removed: 4.16] [added: 4.18] | | | | | | [Indenture with respect to the 5.375% Senior Notes due 2025 (the "2025 Notes") and 5.750% Senior Notes due 2028 (the "2028 Notes"), dated as of April 21, 2020, by and among Hilton Domestic Operating Company Inc., the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on April 22, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm)] | | |

| [removed: 4.17] [added: 4.19] | | | | | | [Form of 5.375% Senior Note due 2025 (included in Exhibit [removed: 4.16).](http://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm)] [added: 4.1](https://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm)[8](https://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm)[).](https://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm)] | | |

| [removed: 4.18] [added: 4.20] | | | | | | [Form of 5.750% Senior Note due 2028 (included in Exhibit [removed: 4.16).](http://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm)] [added: 4.1](https://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm)[8](https://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm)[).](https://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm)] | | |

| [removed: 4.19] [added: 4.21] | | | | | | [First Supplemental Indenture with respect to the 2025 Notes and the 2028 Notes, dated as of May 13, 2022, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/1585689/000158568922000164/hilton-firstsupplementalin.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1585689/000158568922000164/hilton-firstsupplementalin.htm)] | | |

| [removed: 4.20] [added: 4.22] | | | | | | [Second Supplemental Indenture with respect to the 2025 Notes and the 2028 Notes, dated as of August 24, 2022, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/1585689/000158568922000164/hilton-secondsupplementalia.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1585689/000158568922000164/hilton-secondsupplementalia.htm)] | | |

| [removed: 4.21] [added: 4.24] | | | | | | [Indenture with respect to the 3.750% Senior Notes due 2029 (the "2029 Notes") and the 4.000% Senior Notes due 2031 (the "2031 Notes"), dated as of December 1, 2020, by and among Hilton Domestic Operating Company Inc., the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on December 3, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000190/indenture-dec2020.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1585689/000158568920000190/indenture-dec2020.htm)] | | |

| [removed: 4.22] [added: 4.25] | | | | | | [Form of 3.750% Senior Note due 2029 (included in Exhibit [removed: 4.21).](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000190/indenture-dec2020.htm)] [added: 4.2](https://www.sec.gov/Archives/edgar/data/1585689/000158568920000190/indenture-dec2020.htm)[4](https://www.sec.gov/Archives/edgar/data/1585689/000158568920000190/indenture-dec2020.htm)[).](https://www.sec.gov/Archives/edgar/data/1585689/000158568920000190/indenture-dec2020.htm)] | | |

| [removed: 4.23] [added: 4.26] | | | | | | [Form of 4.000% Senior Note due 2031 (included in Exhibit [removed: 4.21).](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000190/indenture-dec2020.htm)] [added: 4.2](https://www.sec.gov/Archives/edgar/data/1585689/000158568920000190/indenture-dec2020.htm)[4](https://www.sec.gov/Archives/edgar/data/1585689/000158568920000190/indenture-dec2020.htm)[).](https://www.sec.gov/Archives/edgar/data/1585689/000158568920000190/indenture-dec2020.htm)] | | |

| [removed: 4.24] [added: 4.27] | | | | | | [First Supplemental Indenture with respect to the 2029 Notes and the 2031 Notes, dated as of May 13, 2022, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/1585689/000158568922000164/hilton-firstsupplementalina.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1585689/000158568922000164/hilton-firstsupplementalina.htm)] | | |

| [removed: 4.25] [added: 4.28] | | | | | | [Second Supplemental Indenture with respect to the 2029 Notes and the 2031 Notes, dated as of August 24, 2022, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/1585689/000158568922000164/hilton-secondsupplementali.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1585689/000158568922000164/hilton-secondsupplementali.htm)] | | |

| [removed: 4.26] [added: 4.30] | | | | | | [Indenture with respect to the 3.625% Senior Notes due 2032 (the "2032 Notes"), dated as of February 2, 2021, by and among Hilton Domestic Operating Company Inc., the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on February 4, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/1585689/000158568921000008/indenture-feb2021.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1585689/000158568921000008/indenture-feb2021.htm)] | | |

| [removed: 4.27] [added: 4.31] | | | | | | [Form of 3.625% Senior Note due 2032 (included in Exhibit [removed: 4.26).](http://www.sec.gov/Archives/edgar/data/1585689/000158568921000008/indenture-feb2021.htm)] [added: 4.](https://www.sec.gov/Archives/edgar/data/1585689/000158568921000008/indenture-feb2021.htm)[30](https://www.sec.gov/Archives/edgar/data/1585689/000158568921000008/indenture-feb2021.htm)[).](https://www.sec.gov/Archives/edgar/data/1585689/000158568921000008/indenture-feb2021.htm)] | | |

| [removed: 4.28] [added: 4.32] | | | | | | [First Supplemental Indenture with respect to the 2032 Notes, dated as of May 13, 2022, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/1585689/000158568922000164/hilton-firstsupplementalinb.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1585689/000158568922000164/hilton-firstsupplementalinb.htm)] | | |

| [removed: 4.29] [added: 4.33] | | | | | | [Second Supplemental Indenture with respect to the 2032 Notes, dated as of August 24, 2022, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/1585689/000158568922000164/hilton-secondsupplementalib.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1585689/000158568922000164/hilton-secondsupplementalib.htm)] | | |

| [removed: 4.30] [added: 4.41] | | | | | | [Description of Securities (incorporated by reference to Exhibit 4.20 to the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000013/descriptionofsecurities.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/1585689/000158568920000013/descriptionofsecurities.htm)] | | |

| 10.1 | | | | | | [Credit Agreement, dated as of October 25, 2013, among Hilton Worldwide Holdings Inc., as parent, Hilton Worldwide Finance LLC, as borrower, the other guarantors from time to time party thereto, Deutsche Bank AG New York Branch, as administrative agent, collateral agent, swing line lender and L/C issuer, and the other lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form [removed: S-1](http://www.sec.gov/Archives/edgar/data/1585689/000119312513435529/d593452dex101.htm)] [added: S-1](https://www.sec.gov/Archives/edgar/data/1585689/000119312513435529/d593452dex101.htm)] [filed on November 8, [removed: 2013](http://www.sec.gov/Archives/edgar/data/1585689/000119312513435529/d593452dex101.htm)[).](http://www.sec.gov/Archives/edgar/data/1585689/000119312513435529/d593452dex101.htm)] [added: 2013](https://www.sec.gov/Archives/edgar/data/1585689/000119312513435529/d593452dex101.htm)[).](https://www.sec.gov/Archives/edgar/data/1585689/000119312513435529/d593452dex101.htm)] | | |

| 10.2 | | | | | | [Amendment No. 1, dated as of August 18, 2016, to the Credit Agreement, dated as of October 25, 2013, by and among Hilton Worldwide Holdings Inc., Hilton Worldwide Finance LLC, the other guarantors party thereto from time to time, Deutsche Bank AG New York Branch as administrative agent, collateral agent, swing line lender and L/C issuer and the other lenders party thereto from time to time (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on August 18, [removed: 2016).](http://www.sec.gov/Archives/edgar/data/1585689/000119312516685295/d153637dex102.htm)] [added: 2016).](https://www.sec.gov/Archives/edgar/data/1585689/000119312516685295/d153637dex102.htm)] | | |

| 10.3 | | | | | | [Amendment No. 2, dated as of November 21, 2016, to the Credit Agreement, dated as of October 25, 2013 (as amended), by and among Hilton Worldwide Holdings Inc., Hilton Worldwide Finance LLC, the other guarantors party thereto from time to time, Deutsche Bank AG New York Branch as administrative agent, collateral agent, swing line lender and L/C issuer and the other lenders party thereto from time to time (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 23, [removed: 2016).](http://www.sec.gov/Archives/edgar/data/1585689/000119312516776490/d299990dex101.htm)] [added: 2016).](https://www.sec.gov/Archives/edgar/data/1585689/000119312516776490/d299990dex101.htm)] | | |

| 10.4 | | | | | | [Amendment No. 3, dated as of March 16, 2017, to the Credit Agreement, dated as of October 25, 2013 (as amended), by and among Hilton Worldwide Holdings Inc., Hilton Worldwide Parent LLC, Hilton Worldwide Finance LLC, the other guarantors party thereto from time to time, Deutsche Bank AG New York Branch as administrative agent, collateral agent, swing line lender and L/C issuer and the other lenders party thereto from time to time (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 22, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1585689/000119312517092260/d335951dex101.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/1585689/000119312517092260/d335951dex101.htm)] | | |

| 10.5 | | | | | | [Amendment No. 4, dated as of April 19, 2018, to the Credit Agreement, dated as of October 25, 2013 (as amended), by and among Hilton Worldwide Holdings Inc., Hilton Worldwide Parent LLC, Hilton Worldwide Finance LLC, the other guarantors party thereto from time to time, Deutsche Bank AG New York Branch as administrative agent, collateral agent, swing line lender and L/C issuer and the other lenders party thereto from time to time (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 19, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/1585689/000119312518122696/d572957dex101.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/1585689/000119312518122696/d572957dex101.htm)] | | |

| 10.6 | | | | | | [Amendment No. 5, dated as of June 5, 2019, to the Credit Agreement, dated as of October 25, 2013 (as amended by Amendment No. 1 to the Credit Agreement dated as of August 18, 2016, as further amended by Amendment No. 2 to the Credit Agreement dated as of November 21, 2016, as further amended by Amendment No. 3 to the Credit Agreement dated as of March 16, 2017 and as further amended by Amendment No. 4 to the Credit Agreement dated as of April 19, 2018), by and among Hilton Worldwide Holdings Inc., Hilton Worldwide Parent LLC, Hilton Worldwide Finance LLC, the other guarantors party thereto from time to time, Deutsche Bank AG New York Branch as administrative agent, collateral agent, swing line lender and L/C issuer and the other lenders party thereto from time to time (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 7, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1585689/000158568919000109/hilton-amendmentno5.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/1585689/000158568919000109/hilton-amendmentno5.htm)] | | |

| 4.9 | | | | | | [Seventh Supplemental Indenture with respect to the 4.875% Senior Notes due 2027, dated as of July 11, 2024, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit42-seventhsupplemen.htm) [](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit42-seventhsupplemen.htm)[(incorporated by reference to Exhibit 4.](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit42-seventhsupplemen.htm)[2](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit42-seventhsupplemen.htm) [to the Company's Quarterly Report on Form 10-Q for the quarter ended](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit42-seventhsupplemen.htm) [June](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit42-seventhsupplemen.htm) [3](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit42-seventhsupplemen.htm)[0](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit42-seventhsupplemen.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit42-seventhsupplemen.htm)[4](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit42-seventhsupplemen.htm)[).](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit42-seventhsupplemen.htm) | | |

| 4.17 | | | | | | [Sixth Supplemental Indenture with respect to the 4.875% Senior Notes due 2030, dated as of July 11, 2024, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit43-sixthsupplementa.htm) [(incorporated by reference to Exhibit 4.](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit43-sixthsupplementa.htm)[3](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit43-sixthsupplementa.htm) [to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024).](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit43-sixthsupplementa.htm) | | |

| 4.23 | | | | | | [Third Supplemental Indenture with respect to the 5.375% Senior Notes due 2025 and 5.750% Senior Notes due 2028, dated as of July 11, 2024, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit44-thirdsupplementa.htm) [(incorporated by reference to Exhibit 4.](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit44-thirdsupplementa.htm)[4](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit44-thirdsupplementa.htm) [to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024).](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit44-thirdsupplementa.htm) | | |

| 4.29 | | | | | | [Third Supplemental Indenture with respect to the 3.750% Senior Notes due 2029 and 4.000% Senior Notes due 2031, dated as of July 11, 2024, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit45-thirdsupplementa.htm) [(incorporated by reference to Exhibit 4.](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit45-thirdsupplementa.htm)[5](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit45-thirdsupplementa.htm) [to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024).](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit45-thirdsupplementa.htm) | | |

| 4.34 | | | | | | [Third Supplemental Indenture with respect to the 3.625% Senior Notes due 2032, dated as of July 11, 2024, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit46-thirdsupplementa.htm) [(incorporated by reference to Exhibit 4.](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit46-thirdsupplementa.htm)[6](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit46-thirdsupplementa.htm) [to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024).](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit46-thirdsupplementa.htm) | | |

| 4.35 | | | | | | [Indenture, with respect to the 5.875% Senior Notes and 6.125% Senior Notes, dated as of March 26, 2024, by and among Hilton Domestic Operating Company Inc., the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on March 27, 2024).](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000062/exhibit41-8xk.htm) | | |

| 4.36 | | | | | | [Form of 5.875% Senior Note due 2029 (included in Exhibit 4.](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000062/exhibit41-8xk.htm)[3](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000062/exhibit41-8xk.htm)[5](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000062/exhibit41-8xk.htm)[).](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000062/exhibit41-8xk.htm) | | |

| 4.37 | | | | | | [Form of 6.125% Senior Note due 2032 (included in Exhibit 4.](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000062/exhibit41-8xk.htm)[3](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000062/exhibit41-8xk.htm)[5](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000062/exhibit41-8xk.htm)[).](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000062/exhibit41-8xk.htm) | | |

| 4.38 | | | | | | [First Supplemental Indenture with respect to the 5.875% Senior Notes due 2029 and 6.125% Senior Notes due 2032, dated as of July 11, 2024, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit41-firstsupplementa.htm) [(incorporated by reference to Exhibit 4.](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit41-firstsupplementa.htm)[1](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit41-firstsupplementa.htm) [to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024).](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit41-firstsupplementa.htm) | | |

| 4.39 | | | | | | [Indenture with respect to the 5.875% Senior Notes due 2033, dated as of September 9, 2024, among Hilton Domestic Operating Company Inc., the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on September 9, 2024).](https://www.sec.gov/Archives/edgar/data/1585689/000119312524215940/d880422dex41.htm) | | |

| 4.40 | | | | | | [Form of 5.875% Senior Note due 2033 (included in Exhibit 4.](https://www.sec.gov/Archives/edgar/data/1585689/000119312524215940/d880422dex41.htm)[3](https://www.sec.gov/Archives/edgar/data/1585689/000119312524215940/d880422dex41.htm)9[).](https://www.sec.gov/Archives/edgar/data/1585689/000119312524215940/d880422dex41.htm) | | |

| 10.45 | | | | | | [Amendment No. 11, dated as of June 14, 2024, to the Credit Agreement, dated as of October 25, 2013 (as amended by Amendment No. 1 to the Credit Agreement dated as of August 18, 2016, as further amended by Amendment No. 2 to the Credit Agreement dated as of November 21, 2016, as further amended by Amendment No. 3 to the Credit Agreement dated as of March 16, 2017, as further amended by Amendment No. 4 to the Credit Agreement dated as of April 19, 2018, as further amended by Amendment No. 5 to the Credit Agreement dated as of June 5, 2019, as further amended by Amendment No. 6 to the Credit Agreement dated as of June 21, 2019, as further amended by Amendment No. 7 to the Credit Agreement dated as of October 21, 2021, as further amended by Amendment No. 8 to the Credit Agreement dated as of December 9, 2022, as further amended by Amendment No. 9 to the Credit Agreement dated as of January 5, 2023 and as further amended by Amendment No. 10, dated as of November 8, 2023), by and among Hilton Worldwide Holdings Inc., Hilton Worldwide Parent LLC, Hilton Domestic Operating Company Inc., the other guarantors party thereto from time to time, Deutsche Bank AG New York Branch as administrative agent and collateral agent and the other lenders party thereto from time to time (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 14, 2024).](https://www.sec.gov/Archives/edgar/data/1585689/000119312524161665/d833378dex101.htm) | | |

| 19 | | | | | | [I](https://www.sec.gov/Archives/edgar/data/1585689/000158568925000008/insidertradingpolicy.htm)[nsider Trading Policy.](https://www.sec.gov/Archives/edgar/data/1585689/000158568925000008/insidertradingpolicy.htm) | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Exhibit Number | | | | | | Exhibit Description | | |

| 10.39 | | | | | | [Form of Modification to 2018, 2019 and 2020 Performance Award Agreements (incorporated by reference to Exhibit 10.40 to the Company's Annual Report on Form 10-K for the year ended December 31, 2020).*](http://www.sec.gov/Archives/edgar/data/1585689/000158568921000016/exhibit1040202010-k.htm) | | |

| 10.42 | | | | | | [First Amendment to Amended and Restated License Agreement, dated as of April 4, 2022, between Hilton Grand Vacations Inc. and Hilton Worldwide Holdings Inc. (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022).](http://www.sec.gov/Archives/edgar/data/1585689/000158568922000082/hgvfirstamendmenttoarlicen.htm) | | |

| 10.44 | | | | | | [Form of 2022 Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022).*](http://www.sec.gov/Archives/edgar/data/1585689/000158568922000082/hilton-2022rsuagreement2ye.htm) | | |

| 10.45 | | | | | | [Form of 2022 Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022).*](http://www.sec.gov/Archives/edgar/data/1585689/000158568922000082/hilton-2022nqstockoptionag.htm) | | |

| 10.46 | | | | | | [Form of Deferred Share Unit Agreement for non-employee directors (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022).*](http://www.sec.gov/Archives/edgar/data/1585689/000158568922000164/a2023dsuagreementex102.htm) | | |

| 10.49 | | | | | | [Form of 202](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000100/hilton-2023psuagreementfin.htm)[3](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000100/hilton-2023psuagreementfin.htm) [Performance Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 202](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000100/hilton-2023psuagreementfin.htm)[3](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000100/hilton-2023psuagreementfin.htm)[).*](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000100/hilton-2023psuagreementfin.htm) | | |

| 10.50 | | | | | | [Form of 202](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000100/a2023rsu2yragreement.htm)[3](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000100/a2023rsu2yragreement.htm) [Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 202](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000100/a2023rsu2yragreement.htm)[3](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000100/a2023rsu2yragreement.htm)[).*](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000100/a2023rsu2yragreement.htm) | | |

| 10.51 | | | | | | [Form of 202](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000100/a2023nqstockoptionagreement.htm)[3](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000100/a2023nqstockoptionagreement.htm) [Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 202](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000100/a2023nqstockoptionagreement.htm)[3](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000100/a2023nqstockoptionagreement.htm)[).*](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000100/a2023nqstockoptionagreement.htm) | | |

| 10.52 | | | | | | [Second Amendment to Amended and Restated License Agreement, dated as of November 5, 2023, by and between Hilton Worldwide Holdings Inc. and Hilton Grand Vacations, Inc.](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000027/exhibit1052-secondamendmen.htm) | | |

| 10.54 | | | | | | [Separation Agreement and General Release,](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000027/exhibit1054-msagreement.htm) [dated November 30, 2023, between Hilton Domestic Operating Company Inc. and Matthew Schuyler.*](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000027/exhibit1054-msagreement.htm) | | |

| 10.55 | | | | | | [Third Amendment to Amended and Restated License Agreement, dated as of January 16, 2024, by and between Hilton Worldwide Holdings Inc. and Hilton Grand Vacations Inc.](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000027/exhibit1055-hiltonxthirdam.htm) | | |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the [removed: 7th] [added: 6th] day of February [removed: 2024.][added: 2025.]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities indicated on the [removed: 7th] [added: 6th] day of February [removed: 2024.][added: 2025.]