Hilton Worldwide Holdings (HLT) 10-K risk factor changes: FY2025 vs FY2024

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

- changes in [removed: taxes] [added: taxes, tariffs] and governmental regulations that [added: affect the cost of supplies to hotels or] influence or set wages, prices, interest rates or construction and maintenance procedures and costs;

- the ability of third-party internet and other travel intermediaries who sell our hotel rooms to guests to attract and retain [removed: customers;][added: customers, including with the aid of AI, which may adversely affect our ability to sell rooms directly;]

- the quality of services provided by franchisees, as well as their ability to comply with relevant regulations and contractual requirements relating to a variety of issues including [added: the] environment, human rights and labor;

Macroeconomic conditions, [added: geopolitical activity,] public health [removed: concerns, geopolitical activity] [added: concerns] and other factors beyond our control can adversely affect and reduce demand for our products and services.

- changes in general economic conditions, including inflation, interest rates, supply chain disruptions, low consumer confidence, [added: tariffs,] 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;

- conditions that negatively shape public perception of travel or result in temporary closures or other disruption at our hotel properties, including travel-related accidents, outbreaks of pandemic or contagious diseases, such as [removed: COVID-19, Ebola, Zika, avian flu, severe acute respiratory syndrome (SARS), H1N1 (swine flu) and Middle East Respiratory Syndrome (MERS);][added: COVID-19;]

- wars, [removed: such as Russia's invasion of Ukraine and the escalation of conflict in the Middle East,] [added: geopolitical conflict,] 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;

Declines in demand for our products and services due to general economic conditions could negatively affect our business by limiting the amount of fee revenues we are able to generate from our managed and franchised properties and decreasing the revenues and profitability of [added: hotels within] our [removed: owned and leased properties.][added: ownership segment.]

In addition, many of the expenses associated with our services, including [added: labor and] personnel costs, interest, rent, property taxes, insurance and utilities, are relatively fixed.

Many social media platforms publish content immediately and without filtering or verifying the accuracy of that [added: content; AI technologies may exacerbate the spread of negative or inaccurate] content.

[removed: Our] [added: The] ability to meet these financial and performance criteria is subject to, among other things, risks common to the overall hospitality industry, including factors outside of our control.

Substantially all of our management and franchise contracts, as well as our license agreement with HGV, require third-party property owners to comply with [added: the] quality and reputation standards of our brands, which include requirements related to the physical condition, use of technology, safety standards and appearance of the properties, as well as the service levels provided by hotel employees.

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

[added: elect to] exercise our termination rights, which would eliminate revenues from these properties and cause us to incur expenses related to terminating these contracts.

Furthermore, specific to our industry, some courts have applied principles of agency law and related fiduciary standards to managers of third-party hotel properties, which means that property owners may assert the right to terminate contracts [added: with us] even where the contracts do not expressly provide for termination.

As of December 31, [removed: 2024,] [added: 2025,] we had [removed: 3,578] [added: 3,703] hotels in our development pipeline under one of our brands or a strategic partner hotel brand, of which [removed: 225,100] [added: almost half of the] rooms are under construction, which includes operating hotels that are in the process of conversion into our system.

The risks resulting from investments in [removed: owned and] leased real estate could increase our costs, reduce our profits and limit our ability to respond to market conditions.

Our investments in [removed: owned and] leased real [added: estate] property (including through joint ventures) subject us to various risks that may not be applicable to managed or franchised properties, including:

- fluctuations or loss in value of real estate or potential impairments in the value of our assets due to changes in market conditions and expectations of future [removed: hotels] [added: hotel] revenues and costs of operations in the area in which real estate or assets are located;

- increased potential civil liability for accidents or other occurrences on [removed: owned or] leased properties;

- the ongoing need for capital improvements and expenditures funded by us to maintain or upgrade properties, some of which were constructed many years ago, and contractual requirements to deliver properties back to [removed: landlords] [added: lessors] in a particular state of repair and condition at the end of a lease term;

- construction delays, lack of availability of required construction materials or cost overruns (including labor and materials) related to necessary capital improvements of [removed: owned and] leased properties;

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

- force majeure events, including earthquakes, tornadoes, hurricanes, wildfires, floods, tsunamis, climate-related weather events, outbreaks of pandemic or contagious diseases or acts of [removed: terrorism;][added: terrorism, civil unrest and other conflicts;]

- costs linked to the employment and management of staff to run and operate [removed: an owned or] [added: a] leased property;

The negative effect on profitability and cash flow from declines in revenues is more pronounced in [removed: owned and] leased properties because we, as the [removed: owner or] lessee, bear the risk of the costs required to [removed: own] [added: lease] and operate a hotel.

Accordingly, we may not be able to adjust our [removed: owned and] leased property portfolio promptly in response to changes in economic or other conditions.

Failure to keep pace with developments in [removed: technology] [added: technology, including AI,] could adversely affect our operations or competitive position.

These technologies may require [added: maintenance or] refinements and upgrades, and third parties may cease support of systems that are currently in use.

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

[removed: Damage or interruption to our] information systems may require a significant investment to update, remediate or replace with alternate systems, and we may suffer interruptions in our operations as a result.

The sophistication of efforts by hackers to gain unauthorized access to information systems has continued to increase in recent years and may continue to do so at an accelerating pace as criminals [added: increasingly] leverage generative [removed: artificial intelligence-based] [added: and agentic AI-based] technologies and services.

If we fail to keep pace with rapidly evolving technological developments in [removed: artificial intelligence,] [added: AI,] our competitive position and business results may suffer.

[removed: The introduction of these technologies, particularly generative AI, into new or existing offerings may also result in new or expanded risks and liabilities, including due to enhanced governmental or regulatory scrutiny, litigation, copyright] infringement, compliance issues, ethical concerns, security risks relating to private and/or confidential information, as well as other factors that could adversely affect our business, reputation, and financial results.

In addition, it is possible that [removed: artificial intelligence] [added: AI] and machine learning-technology could, unbeknownst to us, be improperly utilized by employees while carrying out their responsibilities.

The use of [removed: artificial intelligence] [added: AI] can lead to unintended consequences, including generating content that appears correct but is factually inaccurate, misleading or otherwise flawed, or that results in unintended biases and discriminatory outcomes, which could harm our reputation and business and expose us to risks related to inaccuracies or errors in the output of such technologies.

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 personally identifiable information and [removed: commercial] [added: commercially] 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.

These third parties may have access to [added: or integrate with] our systems, provide hosting services, or otherwise process data about us or our guests, employees or partners.

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

Conversely, if third-party property owners feel our brand standards are too restrictive or costly, we may fail to maintain and renew existing management and franchise contracts or enter into new contracts on favorable terms, and thus, we may be unable to expand our presence and our business, and our financial condition and results of operations may suffer.

Our competitors or other third parties may incorporate AI into their operations more quickly or successfully than us, or develop superior offerings with the aid of AI, which could impair our ability to compete effectively and adversely affect our results of operations.

Damage or interruption to our

The introduction of AI technologies, particularly generative and agentic AI, into new or existing offerings may also result in new or expanded risks and liabilities, including due to enhanced governmental or regulatory scrutiny, litigation, copyright

reduce customer demand for our services.

Internet travel intermediaries also have been subject to regulatory scrutiny, particularly in Europe.

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

For example, we suspended payment of our quarterly cash dividend to holders of our common stock beginning in 2020 as a result of the COVID-19 pandemic and did not resume quarterly dividend payments until June 2022.

- these provisions provide that our board of directors is expressly authorized to make, alter or repeal our by-laws and that our stockholders may only amend our by-laws with the approval of 80 percent or more of all the outstanding shares of our capital stock entitled to vote; and

These provisions could also discourage

*For the discussion of the financial condition and results of operations for the year ended December 31, [removed: 2023] [added: 2024] compared to the year ended December 31, [removed: 2022,] [added: 2023,] 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: 2023](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001585689/000158568924000027/hlt-20231231.htm)*] [added: 2024](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001585689/000158568925000008/hlt-20241231.htm)*] *filed with the SEC on February [removed: 7, 2024,] [added: 6, 2025,] which is incorporated herein by reference.*

Hilton is one of the largest global hospitality companies, with [removed: 8,447] [added: 9,158] properties comprising [removed: 1,268,206] [added: 1,351,351] rooms in [removed: 140] [added: 143] countries and territories as of December 31, [removed: 2024.][added: 2025.]

As of December 31, [removed: 2024,] [added: 2025,] we had [removed: 211] [added: 243] million members in our award-winning guest loyalty program, Hilton Honors, an increase of [removed: 17] [added: 15] percent from December 31, [removed: 2023.][added: 2024.]

The ownership segment primarily derives revenues from nightly hotel room sales, food and beverage sales and other services at our consolidated [removed: owned and leased] hotels.

We conduct business in three distinct geographic regions: (i) the Americas; (ii) [removed: EMEA;] [added: Europe, Middle East] and [added: Africa ("EMEA"); and] (iii) Asia Pacific.

Although the U.S., which represented [removed: 65] [added: 64] percent of our system-wide hotel rooms as of December 31, [removed: 2024,] [added: 2025,] 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 [removed: the Middle East and Africa ("MEA"),] [added: MEA,] which represents the Middle East region and all African nations, including the Indian Ocean island nations.

| | | | As of or for the Year Ended December 31, [removed: 2024] [added: 2025] | | | | | | | | |

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

Net unit growth for the year ended December 31, [removed: 2024] [added: 2025] was [removed: 7.3] [added: 6.7] percent.

[removed: (5)The] [added: (3)The] hotels in our development pipeline were under development throughout [removed: 118] [added: 129] countries and territories, including [removed: 25] [added: 26] countries and territories where we had no existing hotels, with [removed: nearly] [added: almost] 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: *•Owned and leased hotels.*] [added: *•Ownership.*] Represents revenues derived from the operations of our consolidated [removed: owned and leased] hotels, including hotel room sales, accommodations sold in conjunction with other services, food and beverage sales and other ancillary goods and services.

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

[removed: Group business usually includes a block of room] accommodations, as well as other ancillary services, such as meeting facilities and catering and banquet services.

As a result, occupancy affects all components of our [removed: owned and leased hotels] [added: ownership] revenues.

[removed: *•Other revenues from managed and franchised properties.*] [added: *•Cost reimbursement revenues.*] Represents amounts that are contractually reimbursed to us by property owners, either directly as costs are incurred or indirectly through monthly program [removed: fees related to] [added: fees, for] certain costs and expenses supporting the operations of the related properties.

Among other factors, declines in consumer demand due to adverse general economic conditions, risks reducing or otherwise negatively affecting travel patterns, lower consumer confidence and adverse geopolitical conditions can reduce the amount of management and franchise fees we are able to generate and/or reduce the revenues and profitability of the operations of our [removed: owned and leased] [added: consolidated] hotels.

[removed: *•Owned and leased hotels.*] [added: *•Ownership.*] Reflects the operating expenses of our consolidated [removed: owned and leased] hotels, including room expenses, food and beverage costs, other support costs and property expenses.

- *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 [removed: owned and leased] hotels; (iii) amortization of 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: 2022,] [added: 2023,] the only remaining finite-lived intangible assets resulting from the Merger related to leases, international management contracts and our Hilton Honors guest loyalty program.

- [removed: *Other expenses from managed and franchised properties.*] [added: *Reimbursed expenses.*] Represents certain costs and expenses that are contractually reimbursed to us by property owners, primarily for (i) payroll and related costs for hotels that we manage where the employees are legally employed by us and (ii) expenses related to our marketing, sales, brands and shared services programs.

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

- *Fixed expenses.* Many of the expenses associated with [removed: owning and leasing] [added: our consolidated] hotels are relatively fixed.

Economic downturns generally affect the results of our ownership segment more significantly than the results of our management and franchise segment due to the high fixed costs associated with operating [removed: an owned or] [added: a] leased hotel.

Employees at some of our [removed: owned and leased] [added: consolidated] hotels are parties to collective bargaining agreements that may also limit our ability to make timely staffing or labor changes in response to declining revenues.

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

However, we have taken steps to manage our fixed costs to levels we believe are [added: appropriate to maximize]

[removed: 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: 2024,] [added: 2025,] the only remaining finite-lived intangible assets that resulted from the Merger were those related to leases, as included in other intangible assets.

We capitalize management and franchise contract [removed: intangibles] [added: intangible assets] acquired from third parties and amortize the amounts over their useful lives.

Additionally, changes in depreciation expense may be driven by renovations of existing [added: consolidated] hotels, acquisition or development of new hotels, the disposition of existing [added: consolidated] hotels or corporate facilities through sale, closure or lease termination, lease renewals, expenditures related to our corporate facilities or changes in estimates of the useful lives of our assets.

We also hold short-term 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 [removed: currently] elected to designate these forward contracts as hedging instruments.

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

Of the [removed: 8,342] [added: 9,044] hotels in our system as of December 31, [removed: 2024, 409] [added: 2025, 509] hotels were strategic partner hotels and [removed: 6,050] [added: 6,162] hotels were classified as comparable hotels.

Our [removed: 1,883] [added: 2,373] non-comparable hotels as of December 31, [removed: 2024] [added: 2025] included (i) [removed: 1,005] [added: 1,281] hotels that were added to our system after January 1, [removed: 2023] [added: 2024] or that have undergone a change in brand or ownership type during the current or comparable periods reported and (ii) [removed: 878] [added: 1,092] hotels that were removed from the comparable group for the current or comparable periods reported because they underwent or are undergoing large-scale capital projects, sustained substantial property damage, encountered business interruption or comparable results were otherwise not [removed: available.][added: available for them.]

References to occupancy, ADR and RevPAR are presented on a comparable basis, based on the comparable hotels as of December 31, [removed: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023] [added: 2024] use [removed: the] foreign currency exchange rates [removed: used to translate the results of the Company's foreign operations within its consolidated financial statements] for the year ended December 31, [removed: 2024.][added: 2025.]

[removed: EBITDA and Adjusted] [added: Adjusted] EBITDA

Adjusted EBITDA is calculated as [removed: EBITDA,] [added: net income (loss), excluding interest expense, a provision for income tax benefit (expense) and depreciation and amortization expenses,] as [removed: previously defined, further adjusted to exclude certain items, including] [added: well as] gains, losses, revenues and expenses [added: earned or incurred] 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: other] [added: cost reimbursement] revenues [removed: from managed] and [removed: franchised properties and other expenses from managed and franchised properties;] [added: reimbursed expenses;] and (x) other items.

We believe that [removed: EBITDA and] Adjusted EBITDA [removed: provide] [added: provides] useful information to investors about us and our financial condition and results of operations for the following reasons: (i) [removed: these measures are among the measures] [added: it is] used by our management team to evaluate our operating performance and make day-to-day operating decisions and (ii) [removed: these measures are] [added: it is] frequently used by securities analysts, investors and other interested parties as a common performance measure to compare results or estimate valuations across companies in our industry.

| Openings | | | 796 | | | | | | 97,000 | | |

| Net additions(2) | | | 702 | | | | | | 81,100 | | |

| Additions | | | 1,073 | | | | | | 139,200 | | |

| Count as of period end(3) | | | 3,703 | | | | | | 520,500 | | |

Group business usually includes a block of room

We define our comparable hotels as those that were active and operating in our system for at least one full calendar year and were open January 1st of the previous year.

However, over the life of the operation of these programs, the expenses incurred related to the indirect reimbursements are designed to equal the revenues

| Occupancy | | | 71.5 | | % | | | | (0.1) | | % | pts. | | |

| ADR | | | $ | 159.89 | | | | | 0.5 | | % | | | |

| RevPAR | | | $ | 114.39 | | | | | 0.4 | | % | | | |

| ADR | | | $ | 169.28 | | | | | — | | % | | | |

| RevPAR | | | $ | 121.91 | | | | | (0.8) | | % | | | |

| ADR | | | $ | 153.79 | | | | | 4.4 | | % | | | |

| RevPAR | | | $ | 105.06 | | | | | 5.1 | | % | | | |

| ADR | | | $ | 168.43 | | | | | 1.8 | | % | | | |

| RevPAR | | | $ | 125.13 | | | | | 2.9 | | % | | | |

| Occupancy | | | 72.8 | | % | | | | 4.2 | | % | pts. | | |

| ADR | | | $ | 192.15 | | | | | 5.0 | | % | | | |

| RevPAR | | | $ | 139.89 | | | | | 11.5 | | % | | | |

| Occupancy | | | 68.7 | | % | | | | 0.4 | | % | pts. | | |

| ADR | | | $ | 104.62 | | | | | 0.5 | | % | | | |

| RevPAR | | | $ | 71.86 | | | | | 1.1 | | % | | | |

In the U.S., RevPAR was impacted by a decrease in inbound international travel, as well as macroeconomic uncertainty which led to a decline in business travel.

The increase in RevPAR in the Americas region, excluding the U.S., was attributable to increases in inbound leisure and group travel.

The increase in RevPAR in Europe was primarily driven by increases in leisure and group travel.

The RevPAR increase in MEA was primarily driven by increased leisure travel, mostly attributable to special regional events, and increases in group and business demand.

RevPAR in Asia Pacific increased due to growth in countries and territories outside of China, specifically in leisure and group demand, partially offset by a decrease in RevPAR in China due to a decline in group and business travel.

| | | | 2025 | | | | | | 2024 | | |

| Cost reimbursement revenues(2) | | | (7,085) | | | | | | (6,428) | | |

| Reimbursed expenses(2) | | | 7,550 | | | | | | 6,985 | | |

(3)Amount for the year ended December 31, 2025 includes expected future credit losses on financing receivables.

The currency neutral increase of $8 million in franchise fees at our comparable franchised hotels during the year ended December 31, 2025 was largely attributable to increases of in-place rates charged to hotels, partially offset by a decrease in fees due to a decrease in RevPAR.

RevPAR at our comparable franchised hotels decreased 0.8 percent, due to decreases in occupancy of 0.4 percentage points and ADR of 0.2 percent.

of 2.3 percent.

The increase in management fees from comparable properties was partially offset by a decrease of $12 million in termination fees received from hotels that exited our system.

| | | | 2025 | | | | | | 2024 | | | | | | 2025 vs. 2024 | | |

| Ownership revenues | | | $ | 1,233 | | | | | $ | 1,255 | | | | | (1.8) | | |

The currency neutral decrease in revenues from our non-comparable leased hotels of $81 million included a decrease of $101 million due to hotels that exited our system or changed ownership types between the periods, partially offset by an increase of $29 million related to hotels that were previously under renovation or had business disruption in the prior period.

| | | | 2025 | | | | | | 2024 | | | | | | 2025 vs. 2024 | | |

| | | | 2025 | | | | | | 2024 | | | | | | 2025 vs. 2024 | | |

| 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.

EBITDA reflects net income (loss), excluding interest expense, a provision for income tax benefit (expense) and depreciation and amortization expenses.

(loss) in the reporting period.

| 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 | | % | | | |

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

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

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.

| | | | 2024 | | | | | | 2023 | | |

| EBITDA | | | 2,498 | | | | | | 2,303 | | |

| Loss on investments in unconsolidated affiliate(1) | | | — | | | | | | 92 | | |

| Impairment losses | | | — | | | | | | 38 | | |

| Other revenues from managed and franchised properties(3) | | | (6,428) | | | | | | (5,827) | | |

| Other expenses from managed and franchised properties(3) | | | 6,985 | | | | | | 6,164 | | |

(4)Amount for the year ended December 31, 2024 includes losses for the full or partial settlement of certain pension plans and restructuring costs related to one of our leased properties as well as transaction costs incurred for acquisitions.

The increase in both franchise fees and management fees were largely attributable to increases in RevPAR at our comparable franchised and managed hotels.

| Owned and leased hotels revenues | | | $ | 1,255 | | | | | $ | 1,244 | | | | | 0.9 | | |

The increase in RevPAR was due to increases in occupancy of 2.5 percentage points and ADR of 4.7 percent.

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

Our primary sensitivity in [removed: 2024] [added: 2025] was to changes in one-month 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: 2024,] [added: 2025,] 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: 2024] [added: 2025,] for our financial instruments that are materially affected by interest rate risk, including long-term debt and our interest rate swap:

| | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | [removed: 2028] [added: 2029] | | | | | | [removed: 2029] [added: 2030] | | | | | | Thereafter | | | | | | Carrying Value | | | | | | Fair Value | | |

| Fixed-rate long-term debt | | | $ | [removed: 500] [added: —] | | | | | $ | [removed: —] [added: 600] | | | | | $ | [removed: 600] [added: —] | | | | | $ | [removed: 500] [added: 1,350] | | | | | $ | [removed: 1,350] [added: 1,000] | | | | | $ | [removed: 5,050] [added: 6,050] | | | | | $ | [removed: 8,000] [added: 9,000] | | | | | $ | [removed: 7,560] [added: 8,922] | |

| Weighted average fixed interest rate(2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 4.76] [added: 4.86] | | % | | | | | | |

| Variable-rate long-term debt | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: —] [added: 3,119] | | | | | $ | [removed: 3,119] [added: —] | | | | | $ | 3,119 | | | | | $ | [removed: 3,140] [added: 3,142] | |

| Variable interest rate(2)(3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 6.09] [added: 5.48] | | % | | | | | | |

| Variable to fixed | | | $ | [removed: —] [added: 1,600] | | | | | $ | [removed: 1,600] [added: —] | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,600 | | | | | $ | [removed: 45] [added: 7] | |

| Variable interest rate receivable(3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 4.34] [added: 3.73] | | % | | | | | | |

(1)The carrying values exclude the deduction for unamortized deferred financing costs and any applicable discounts, as well as all finance lease liabilities totaling [removed: $117] [added: $340] million as of December 31, [removed: 2024.][added: 2025.]

(2)The weighted average fixed interest rate is the weighted average of the actual rates and the variable interest rate is based on the market rate that was applicable as of December 31, [removed: 2024.][added: 2025.]

(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: 2024.][added: 2025.]

We measure our derivative instruments at fair value and, as of December 31, [removed: 2024,] [added: 2025,] our interest rate swap was in an asset position.

Refer to Note [removed: 12:] [added: 11:] "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.

Our principal exposure results from management and franchise fees earned in foreign currencies, as well as revenues and expenses from our international [removed: leased] [added: consolidated] hotels.

Hilton is one of the largest global hospitality companies, with [removed: 8,447] [added: 9,158] properties comprising [removed: 1,268,206] [added: 1,351,351] rooms in [removed: 140] [added: 143] countries and territories as of December 31, [removed: 2024.][added: 2025.]

As of December 31, [removed: 2024,] [added: 2025,] we had [removed: 211] [added: 243] million members in our award-winning guest loyalty program, Hilton Honors, an increase of [removed: 17] [added: 15] percent from December 31, [removed: 2023;] [added: 2024;] refer to "—Our Brand Portfolio" and "—Our Guest Loyalty Program" below for additional information on our brands, including Hilton Honors.

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] strategic partner [removed: hotels] [added: hotels,] and Hilton Grand Vacations Inc. ("HGV"); and (iii) fees for managing [added: the] hotels in our ownership segment.

The ownership segment primarily derives revenues from nightly hotel room sales, food and beverage sales and other services at our consolidated [removed: owned and leased] hotels.

| | | | As of or for the Year Ended December 31, [removed: 2024] [added: 2025] | | | | | | | | |

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

Net unit growth for the year ended December 31, [removed: 2024] [added: 2025] was [removed: 7.3] [added: 6.7] percent.

[removed: (5)The] [added: (3)The] hotels in our development pipeline were under development throughout [removed: 118] [added: 129] countries and territories, including [removed: 25] [added: 26] countries and territories where we had no existing hotels, with [removed: nearly] [added: almost] 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: ] [added: ] | | | | | | [removed: 17] [added: 21] | | | | | | [removed: 34] [added: 39] | | | | | | [removed: 8,796] [added: 9,688] | | | | | | 0.7% | | | | | | Four Seasons, Mandarin Oriental, [removed: Peninsula,] Ritz-Carlton, Rosewood Hotels & Resorts, St. Regis | | |

| [removed: ] [added: ] | | | | | | 24 | | | | | | [removed: 49] [added: 50] | | | | | | [removed: 17,195] [added: 17,064] | | | | | | [removed: 1.4%] [added: 1.3%] | | | | | | JW Marriott, Intercontinental, Sofitel, Grand Hyatt, Shangri-La, Fairmont | | |

| [removed: ] [added: ] | | | | | | [removed: 7] [added: 9] | | | | | | [removed: 15] [added: 18] | | | | | | [removed: 2,619] [added: 2,943] | | | | | | 0.2% | | | | | | Leading Hotels of the World, Legend Preferred Hotels & Resorts, Belmond, The Luxury Collection | | |

| [removed: ] [added: ] | | | | | | 1 | | | | | | 1 | | | | | | 91 | | | | | | —% | | | | | | Firmdale Hotels, EDITION Hotels, [removed: Rosewood Hotels,] One Aldwych | | |

| [removed: ] [added: ] | | | | | | 2 | | | | | | [removed: 4] [added: 5] | | | | | | [removed: 2,797] [added: 3,293] | | | | | | 0.2% | | | | | | JW Marriott, Grand Hyatt, Fairmont, Intercontinental, Omni | | |

| [removed: ] [added: ] | | | | | | [removed: 13] [added: 15] | | | | | | [removed: 43] [added: 48] | | | | | | [removed: 7,581] [added: 8,496] | | | | | | 0.6% | | | | | | Kimpton, Thompson Hotels, W Hotels, Virgin Hotels, [removed: The Hoxton,] SO/ | | |

| [removed: ] [added: ] | | | | | | [removed: 98] [added: 94] | | | | | | [removed: 617] [added: 622] | | | | | | [removed: 227,467] [added: 228,611] | | | | | | [removed: 17.9%] [added: 16.9%] | | | | | | Hyatt Regency, Marriott, Omni, Sheraton, Westin | | |

| [removed: ] [added: ] | | | | | | [removed: 44] [added: 47] | | | | | | [removed: 180] [added: 196] | | | | | | [removed: 33,734] [added: 38,349] | | | | | | [removed: 2.7%] [added: 2.8%] | | | | | | Autograph Collection, The Unbound Collection, Independent Hotels, MGallery, Kimpton | | |

| [removed: ] [added: ] | | | | | | 2 | | | | | | [removed: 34] [added: 35] | | | | | | [removed: 5,788] [added: 5,881] | | | | | | [removed: 0.5%] [added: 0.4%] | | | | | | Le Meridien, Hyatt Centric, 25h, Hotel Indigo | | |

| [removed: ] [added: ] | | | | | | [removed: 59] [added: 62] | | | | | | [removed: 695] [added: 715] | | | | | | [removed: 156,943] [added: 160,138] | | | | | | [removed: 12.4%] [added: 11.9%] | | | | | | Marriott, Crowne Plaza, Delta, Holiday Inn, Radisson, Sheraton, Wyndham | | |

| [removed: ] [added: ] | | | | | | [removed: 21] [added: 25] | | | | | | [removed: 151] [added: 192] | | | | | | [removed: 17,768] [added: 23,864] | | | | | | [removed: 1.4%] [added: 1.8%] | | | | | | Joie de Vivre, Tribute Portfolio, Kimpton, Hotel Indigo, [removed: Ascend,] [added: Ascend Hotel Collection,] Trademark | | |

| [removed: ] [added: ] | | | | | | 1 | | | | | | [removed: 4] [added: 6] | | | | | | [removed: 1,224] [added: 1,424] | | | | | | 0.1% | | | | | | AC Hotels, Aloft Hotels, Cambria, Hotel Indigo, Hyatt Centric | | |

| [removed: ] [added: ] | | | | | | [removed: 64] [added: 65] | | | | | | [removed: 1,060] [added: 1,124] | | | | | | [removed: 156,471] [added: 165,782] | | | | | | 12.3% | | | | | | Aloft, [removed: Courtyard by Marriott,] [added: Courtyard,] Four Points, Holiday Inn, Hyatt Place | | |

| ] [added: Color.jpg](https://www.sec.gov/Archives/edgar/data/1585689/000158568926000007/hlt-20251231_g17.jpg)] | | | | | | [removed: 43] [added: 46] | | | | | | [removed: 3,072] [added: 3,195] | | | | | | [removed: 342,737] [added: 359,886] | | | | | | [removed: 27.0%] [added: 26.6%] | | | | | | Comfort Suites, [removed: Courtyard by Marriott, Fairfield Inn,] [added: Courtyard, Fairfield,] Holiday Inn Express, Springhill Suites | | |

| [removed: ] [added: ] | | | | | | [removed: 5] [added: 7] | | | | | | [removed: 283] [added: 338] | | | | | | [removed: 27,605] [added: 32,937] | | | | | | [removed: 2.2%] [added: 2.4%] | | | | | | Best Western, Comfort Inn, La Quinta, Sleep Inn, Wingate, Avid | | |

| [removed: ] [added: ] | | | | | | [removed: 4] [added: 9] | | | | | | [removed: 96] [added: 228] | | | | | | [removed: 8,710] [added: 20,191] | | | | | | [removed: 0.7%] [added: 1.5%] | | | | | | Quality Inn, Baymont, Travelodge, Howard Johnson, Super 8, Days Inn | | |

| [removed: ] [added: ] | | | | | | [removed: 4] [added: 5] | | | | | | [removed: 544] [added: 559] | | | | | | [removed: 62,319] [added: 64,243] | | | | | | [removed: 4.9%] [added: 4.8%] | | | | | | [removed: Element,] [added: Element by Westin,] Hyatt House, Residence [removed: Inn,] [added: Inn by Marriott,] Staybridge [removed: Suites] [added: Suites, WaterWalk] | | |

| [removed: ] [added: ] | | | | | | [removed: —] [added: 1] | | | | | | [removed: —] [added: 2] | | | | | | [removed: —] [added: 226] | | | | | | —% | | | | | | StudioRes, Candlewood Suites, Stay Apt Suites, [removed: ECHO Suites,] Extended Stay America Premiere [added: Suites, Sonesta Simply Suites, MainStay] Suites | | |

| [removed: ![HGV_Primary_Color_RGB\[1\].jpg](https://www.sec.gov/Archives/edgar/data/1585689/000158568925000008/hlt-20241231_g22.jpg)] [added: ] | | | | | | 8 | | | | | | [removed: 105] [added: 114] | | | | | | [removed: 18,392] [added: 20,404] | | | | | | 1.5% | | | | | | Disney Vacation Club, Holiday Inn Club Vacations, Marriott Vacations Worldwide, Travel & Leisure Co. | | |

(1)Excludes [removed: 17] [added: 15] unbranded properties with [removed: 4,392] [added: 4,081] rooms, representing approximately 0.3% of total rooms and [removed: 409] [added: 509] strategic partner hotels with [removed: 19,361] [added: 23,567] rooms, representing approximately [removed: 1.5%] [added: 1.8%] of total rooms.

Hilton Grand Vacations is inclusive of [added: our timeshare brands:] Hilton Club, Hilton Grand Vacations Club and Hilton Vacation Club.

The program generates significant repeat business by rewarding guests with points for each stay at our [removed: owned,] leased, managed, franchised and timeshare properties, as well as each stay at strategic partner hotels when the stay is reserved through our booking channels, which are then redeemable for free or discounted room nights at our properties and other goods and services.

The program provides targeted marketing, promotions and customized guest experiences to [removed: 211] [added: 243] million members.

The percentage of travel spend we capture from [removed: loyalty] [added: Hilton Honors] members increases as they move up the tiers of our program.

The funds collected by the Hilton Honors program are subsequently applied to reimburse properties and strategic partners for Hilton Honors points redemptions by [removed: loyalty] [added: Hilton Honors] members and to pay for administrative expenses and marketing initiatives that support the program.

As of December 31, [removed: 2024,] [added: 2025,] our existing system included the following properties and rooms, by type, brand and region:

| | | | [removed: Owned / Leased(1)] [added: Ownership(1)] | | | | | | | | | | | | Managed | | | | | | | | | | | | Franchised / Licensed | | | | | | | | | | | | Total | | | | | | | | |

| Waldorf Astoria Hotels & Resorts | | | 2 | | | | | | 463 | | | | | | [removed: 32] [added: 37] | | | | | | [removed: 8,333] [added: 9,225] | | | | | | — | | | | | | — | | | | | | [removed: 34] [added: 39] | | | | | | [removed: 8,796] [added: 9,688] | | |

| Conrad Hotels & Resorts | | | [removed: 2] [added: 1] | | | | | | [removed: 779] [added: 164] | | | | | | [removed: 43] [added: 44] | | | | | | [removed: 13,920] [added: 14,121] | | | | | | [removed: 4] [added: 5] | | | | | | [removed: 2,496] [added: 2,779] | | | | | | [removed: 49] [added: 50] | | | | | | [removed: 17,195] [added: 17,064] | | |

| LXR Hotels & Resorts | | | — | | | | | | — | | | | | | 7 | | | | | | 1,155 | | | | | | [removed: 8] [added: 11] | | | | | | [removed: 1,464] [added: 1,788] | | | | | | [removed: 15] [added: 18] | | | | | | [removed: 2,619] [added: 2,943] | | |

| Signia by Hilton | | | — | | | | | | — | | | | | | [removed: 4] [added: 5] | | | | | | [removed: 2,797] [added: 3,293] | | | | | | — | | | | | | — | | | | | | [removed: 4] [added: 5] | | | | | | [removed: 2,797] [added: 3,293] | | |

| Graduate by Hilton | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 34] [added: 35] | | | | | | [removed: 5,788] [added: 5,881] | | | | | | [removed: 34] [added: 35] | | | | | | [removed: 5,788] [added: 5,881] | | |

| Openings | | | 796 | | | | | | 97,000 | | |

| Net additions(2) | | | 702 | | | | | | 81,100 | | |

| Additions | | | 1,073 | | | | | | 139,200 | | |

| Count as of period end(3) | | | 3,703 | | | | | | 520,500 | | |

| | | | | | | December 31, 2025(1) | | | | | | | | | | | | | | | | | | | | | | | | | | |

|  | | | | | | 8 | | | | | | 270 | | | | | | 62,316 | | | | | | 4.6% | | | | | | Hyatt Regency, Marriott, Sheraton, Westin, Renaissance | | |

|  | | | | | | 1 | | | | | | 2 | | | | | | 268 | | | | | | —% | | | | | | Series, Unscripted, Handwritten, Ascend Hotel Collection | | |

|  | | | | | | 5 | | | | | | 10 | | | | | | 2,261 | | | | | | 0.2% | | | | | | MAMA Shelter, CitizenM, Freehand, TRIBE Hotels | | |

|  | | | | | | 3 | | | | | | 865 | | | | | | 95,347 | | | | | | 7.1% | | | | | | TownePlace Suites, Hyatt Studios, Candlewood Suites, Staybridge Suites, @HOME by Best Western | | |

| Canopy by Hilton | | | — | | | | | | — | | | | | | 14 | | | | | | 2,393 | | | | | | 34 | | | | | | 6,103 | | | | | | 48 | | | | | | 8,496 | | |

| Hilton Hotels & Resorts | | | 43 | | | | | | 14,660 | | | | | | 309 | | | | | | 130,725 | | | | | | 270 | | | | | | 83,226 | | | | | | 622 | | | | | | 228,611 | | |

| Curio Collection by Hilton | | | — | | | | | | — | | | | | | 31 | | | | | | 7,720 | | | | | | 165 | | | | | | 30,629 | | | | | | 196 | | | | | | 38,349 | | |

| DoubleTree by Hilton | | | — | | | | | | — | | | | | | 169 | | | | | | 45,523 | | | | | | 546 | | | | | | 114,615 | | | | | | 715 | | | | | | 160,138 | | |

| Tapestry Collection by Hilton | | | — | | | | | | — | | | | | | 8 | | | | | | 2,479 | | | | | | 184 | | | | | | 21,385 | | | | | | 192 | | | | | | 23,864 | | |

| Embassy Suites by Hilton | | | — | | | | | | — | | | | | | 37 | | | | | | 9,703 | | | | | | 233 | | | | | | 52,613 | | | | | | 270 | | | | | | 62,316 | | |

| Outset Collection by Hilton | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2 | | | | | | 268 | | | | | | 2 | | | | | | 268 | | |

| Hilton Garden Inn | | | — | | | | | | — | | | | | | 131 | | | | | | 25,718 | | | | | | 993 | | | | | | 140,064 | | | | | | 1,124 | | | | | | 165,782 | | |

| Hampton by Hilton | | | — | | | | | | — | | | | | | 52 | | | | | | 8,355 | | | | | | 3,143 | | | | | | 351,531 | | | | | | 3,195 | | | | | | 359,886 | | |

| Tru by Hilton | | | — | | | | | | — | | | | | | 14 | | | | | | 1,565 | | | | | | 324 | | | | | | 31,372 | | | | | | 338 | | | | | | 32,937 | | |

| Homewood Suites by Hilton | | | — | | | | | | — | | | | | | 8 | | | | | | 1,020 | | | | | | 551 | | | | | | 63,223 | | | | | | 559 | | | | | | 64,243 | | |

| Home2 Suites by Hilton | | | — | | | | | | — | | | | | | 2 | | | | | | 210 | | | | | | 863 | | | | | | 95,137 | | | | | | 865 | | | | | | 95,347 | | |

| LivSmart Studios by Hilton | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2 | | | | | | 226 | | | | | | 2 | | | | | | 226 | | |

| Other(3) | | | — | | | | | | — | | | | | | 3 | | | | | | 803 | | | | | | 12 | | | | | | 3,278 | | | | | | 15 | | | | | | 4,081 | | |

| Total hotels | | | 46 | | | | | | 15,287 | | | | | | 873 | | | | | | 264,760 | | | | | | 8,125 | | | | | | 1,050,900 | | | | | | 9,044 | | | | | | 1,330,947 | | |

| Total system | | | 46 | | | | | | 15,287 | | | | | | 873 | | | | | | 264,760 | | | | | | 8,239 | | | | | | 1,071,304 | | | | | | 9,158 | | | | | | 1,351,351 | | |

| | | | Ownership(1) | | | | | | | | | | | | Managed | | | | | | | | | | | | Franchised / Licensed | | | | | | | | | | | | Total | | | | | | | | |

| U.S. | | | — | | | | | | — | | | | | | 180 | | | | | | 79,351 | | | | | | 6,031 | | | | | | 772,231 | | | | | | 6,211 | | | | | | 851,582 | | |

| Americas (excluding U.S.) | | | 1 | | | | | | 405 | | | | | | 69 | | | | | | 18,118 | | | | | | 432 | | | | | | 55,895 | | | | | | 502 | | | | | | 74,418 | | |

| Europe | | | 37 | | | | | | 10,662 | | | | | | 113 | | | | | | 28,116 | | | | | | 754 | | | | | | 90,987 | | | | | | 904 | | | | | | 129,765 | | |

| Middle East & Africa | | | 3 | | | | | | 1,376 | | | | | | 120 | | | | | | 34,437 | | | | | | 45 | | | | | | 6,704 | | | | | | 168 | | | | | | 42,517 | | |

| Asia Pacific | | | 5 | | | | | | 2,844 | | | | | | 391 | | | | | | 104,738 | | | | | | 863 | | | | | | 125,083 | | | | | | 1,259 | | | | | | 232,665 | | |

| Total hotels | | | 46 | | | | | | 15,287 | | | | | | 873 | | | | | | 264,760 | | | | | | 8,125 | | | | | | 1,050,900 | | | | | | 9,044 | | | | | | 1,330,947 | | |

| Hilton Grand Vacations(4) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 114 | | | | | | 20,404 | | | | | | 114 | | | | | | 20,404 | | |

| Total system | | | 46 | | | | | | 15,287 | | | | | | 873 | | | | | | 264,760 | | | | | | 8,239 | | | | | | 1,071,304 | | | | | | 9,158 | | | | | | 1,351,351 | | |

We also provide owners with property improvement plans that must be satisfied to keep the hotels in compliance with our brand standards, so that they can remain in our hotel system.

We also earn

Sustainability and Community Impact

We continue to make progress towards our Travel with Purpose priorities, including: (i) building opportunities for all of our people; (ii) creating sustainable stays at our hotels; and (iii) strengthening our communities where we live, work and stay.

All of this work is underpinned by our commitment to responsible business by operating with accountability, integrity and transparency.

Our People: Building Opportunities for All

| 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) | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

|  | | | | | | 4 | | | | | | 8 | | | | | | 1,727 | | | | | | 0.1% | | | | | | MAMA Shelter, CitizenM, Ace Hotels, Yotel, Freehand | | |

|  | | | | | | 3 | | | | | | 757 | | | | | | 82,515 | | | | | | 6.5% | | | | | | TownePlace Suites, Staybridge Suites, Hyatt Studios | | |

*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 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 architecture and design, the signature Peacock Alley restaurant, refined art collections, Michelin-starred dining restaurants and chef partnerships and elevated in-room amenities.

*Conrad Hotels & Resorts*: Conrad Hotels & Resorts is a luxury brand that connects bold design, impactful experiences and curated contemporary art to inspire the conscientious traveler.

Found in major urban centers and resort destinations, Conrad is a place where guests are empowered to explore through intuitive service and experiences that authentically connect them with local culture.

*LXR Hotels & Resorts:* LXR Hotels & Resorts is a hand-picked collection of independent and spirited luxury properties celebrating the timeless pursuit of personal adventure.

Found in alluring 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.

*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.

*Signia by Hilton:* Signia by Hilton is a 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 top-tier meetings and event spaces, a vibrant atmosphere, exceptional amenities and personalized service catered to the needs of today's global traveler.

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

Inviting, sophisticated design, bespoke food and beverage and crafted touchpoints deliver a locally inspired, high-end and welcoming stay.

*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.

*Curio Collection by Hilton*: Curio Collection by Hilton is an upper upscale brand with a global portfolio of individually remarkable hotels hand-picked to immerse guests in one-of-a-kind moments in sought-after destinations.

Each hotel in the Curio Collection evokes a bespoke story through distinctive architecture and design, world-class food and beverage and curated experiences.

*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.

*Tapestry Collection by Hilton*: Tapestry Collection by Hilton is an upper upscale brand with a portfolio of original hotels that offer guests unique style and vibrant personality, encouraging travelers to connect to their destination and enjoy authentic off-the-beaten-path experiences.

While each property is unique, every Tapestry Collection by Hilton property is united by the reliability that comes with the Hilton name.

*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

and living room spaces, free made-to-order breakfast each morning, complimentary drinks and snacks during evening reception every night, flexible meetings and events spaces and 24-hour fitness centers.

*Tempo by Hilton:* Tempo by Hilton is an upscale, stylish and contemporary lifestyle hotel brand designed for the ambitious traveler looking to maintain a sense of balance and momentum.

Tempo by Hilton offers re-imagined guest rooms designed with well-being in mind, dynamic communal spaces for collaboration or focused work, healthy cafe-style dining, a leading-edge beverage program and next-level fitness facilities.

*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.

We are involved in various claims and lawsuits arising in the ordinary course of business, some of which include claims for substantial sums, including proceedings involving tort and other general liability claims, employee claims, [added: antitrust claims,] consumer protection claims and claims related to our management of certain hotels.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

As of June 30, [removed: 2024,] [added: 2025,] 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: $53,020] [added: $61,525] 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: January 31, 2025] [added: February 6, 2026] was [removed: 240,596,519.][added: 229,291,615.]

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: 2025] [added: 2026] 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: 2024][added: 2025]

| | | | [Forward-Looking [removed: Statements](#ibd352dfa94e54136ba15ca2999d00c28_10)] [added: Statements](#i17d54fba036841bc9594da76dd17dc92_10)] | | | [removed: [2](#ibd352dfa94e54136ba15ca2999d00c28_10)] [added: [2](#i17d54fba036841bc9594da76dd17dc92_10)] | | |

| | | | [Summary of Risk [removed: Factors](#ibd352dfa94e54136ba15ca2999d00c28_13)] [added: Factors](#i17d54fba036841bc9594da76dd17dc92_13)] | | | [removed: [2](#ibd352dfa94e54136ba15ca2999d00c28_13)] [added: [2](#i17d54fba036841bc9594da76dd17dc92_13)] | | |

| | | | [Terms Used and Basis of Presentation in this Annual Report on Form [removed: 10-K](#ibd352dfa94e54136ba15ca2999d00c28_16)] [added: 10-K](#i17d54fba036841bc9594da76dd17dc92_16)] and Social Media | | | [removed: [3](#ibd352dfa94e54136ba15ca2999d00c28_16)] [added: [3](#i17d54fba036841bc9594da76dd17dc92_16)] | | |

| Item 1. | | | [removed: [Business](#ibd352dfa94e54136ba15ca2999d00c28_19)] [added: [Business](#i17d54fba036841bc9594da76dd17dc92_19)] | | | [removed: [3](#ibd352dfa94e54136ba15ca2999d00c28_19)] [added: [3](#i17d54fba036841bc9594da76dd17dc92_19)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ibd352dfa94e54136ba15ca2999d00c28_22)] [added: Factors](#i17d54fba036841bc9594da76dd17dc92_22)] | | | [removed: [16](#ibd352dfa94e54136ba15ca2999d00c28_22)] [added: [14](#i17d54fba036841bc9594da76dd17dc92_22)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ibd352dfa94e54136ba15ca2999d00c28_25)] [added: Comments](#i17d54fba036841bc9594da76dd17dc92_25)] | | | [removed: [33](#ibd352dfa94e54136ba15ca2999d00c28_25)] [added: [31](#i17d54fba036841bc9594da76dd17dc92_25)] | | |

| Item 1C. | | | [removed: Cybersecurity] [added: [Cybersecurity](#i17d54fba036841bc9594da76dd17dc92_28)] | | | [removed: [33](#ibd352dfa94e54136ba15ca2999d00c28_28)] [added: [31](#i17d54fba036841bc9594da76dd17dc92_28)] | | |

| Item 2. | | | [removed: [Properties](#ibd352dfa94e54136ba15ca2999d00c28_31)] [added: [Properties](#i17d54fba036841bc9594da76dd17dc92_34)] | | | [removed: [35](#ibd352dfa94e54136ba15ca2999d00c28_31)] [added: [33](#i17d54fba036841bc9594da76dd17dc92_34)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ibd352dfa94e54136ba15ca2999d00c28_34)] [added: Proceedings](#i17d54fba036841bc9594da76dd17dc92_37)] | | | [removed: [36](#ibd352dfa94e54136ba15ca2999d00c28_34)] [added: [34](#i17d54fba036841bc9594da76dd17dc92_37)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ibd352dfa94e54136ba15ca2999d00c28_37)] [added: Disclosures](#i17d54fba036841bc9594da76dd17dc92_40)] | | | [removed: [36](#ibd352dfa94e54136ba15ca2999d00c28_37)] [added: [34](#i17d54fba036841bc9594da76dd17dc92_40)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases [removed: of](#ibd352dfa94e54136ba15ca2999d00c28_40)] [added: of](#i17d54fba036841bc9594da76dd17dc92_43)] | | | | | |

| | | | [Equity [removed: Securities](#ibd352dfa94e54136ba15ca2999d00c28_40)] [added: Securities](#i17d54fba036841bc9594da76dd17dc92_43)] | | | [removed: [37](#ibd352dfa94e54136ba15ca2999d00c28_40)] [added: [35](#i17d54fba036841bc9594da76dd17dc92_43)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#ibd352dfa94e54136ba15ca2999d00c28_43)] [added: [\[Reserved\]](#i17d54fba036841bc9594da76dd17dc92_46)] | | | [removed: [38](#ibd352dfa94e54136ba15ca2999d00c28_43)] [added: [36](#i17d54fba036841bc9594da76dd17dc92_46)] | | |

| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ibd352dfa94e54136ba15ca2999d00c28_46)] [added: Operations](#i17d54fba036841bc9594da76dd17dc92_49)] | | | [removed: [39](#ibd352dfa94e54136ba15ca2999d00c28_46)] [added: [37](#i17d54fba036841bc9594da76dd17dc92_49)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ibd352dfa94e54136ba15ca2999d00c28_79)] [added: Risk](#i17d54fba036841bc9594da76dd17dc92_82)] | | | [removed: [56](#ibd352dfa94e54136ba15ca2999d00c28_79)] [added: [52](#i17d54fba036841bc9594da76dd17dc92_82)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ibd352dfa94e54136ba15ca2999d00c28_82)] [added: Data](#i17d54fba036841bc9594da76dd17dc92_85)] | | | [removed: [58](#ibd352dfa94e54136ba15ca2999d00c28_82)] [added: [54](#i17d54fba036841bc9594da76dd17dc92_85)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ibd352dfa94e54136ba15ca2999d00c28_172)] [added: Disclosure](#i17d54fba036841bc9594da76dd17dc92_181)] | | | [removed: [102](#ibd352dfa94e54136ba15ca2999d00c28_172)] [added: [98](#i17d54fba036841bc9594da76dd17dc92_181)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ibd352dfa94e54136ba15ca2999d00c28_175)] [added: Procedures](#i17d54fba036841bc9594da76dd17dc92_184)] | | | [removed: [102](#ibd352dfa94e54136ba15ca2999d00c28_175)] [added: [98](#i17d54fba036841bc9594da76dd17dc92_184)] | | |

| Item 9B. | | | [Other [removed: Information](#ibd352dfa94e54136ba15ca2999d00c28_178)] [added: Information](#i17d54fba036841bc9594da76dd17dc92_187)] | | | [removed: [102](#ibd352dfa94e54136ba15ca2999d00c28_178)] [added: [98](#i17d54fba036841bc9594da76dd17dc92_187)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ibd352dfa94e54136ba15ca2999d00c28_184)] [added: Inspections](#i17d54fba036841bc9594da76dd17dc92_193)] | | | [removed: [102](#ibd352dfa94e54136ba15ca2999d00c28_184)] [added: [98](#i17d54fba036841bc9594da76dd17dc92_193)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ibd352dfa94e54136ba15ca2999d00c28_187)] [added: Governance](#i17d54fba036841bc9594da76dd17dc92_196)] | | | [removed: [103](#ibd352dfa94e54136ba15ca2999d00c28_187)] [added: [99](#i17d54fba036841bc9594da76dd17dc92_196)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ibd352dfa94e54136ba15ca2999d00c28_190)] [added: Compensation](#i17d54fba036841bc9594da76dd17dc92_199)] | | | [removed: [103](#ibd352dfa94e54136ba15ca2999d00c28_190)] [added: [99](#i17d54fba036841bc9594da76dd17dc92_199)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related [removed: Stockholder](#ibd352dfa94e54136ba15ca2999d00c28_193)] [added: Stockholder](#i17d54fba036841bc9594da76dd17dc92_202)] | | | | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ibd352dfa94e54136ba15ca2999d00c28_196)] [added: Independence](#i17d54fba036841bc9594da76dd17dc92_205)] | | | [removed: [103](#ibd352dfa94e54136ba15ca2999d00c28_196)] [added: [99](#i17d54fba036841bc9594da76dd17dc92_205)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#ibd352dfa94e54136ba15ca2999d00c28_199)] [added: Services](#i17d54fba036841bc9594da76dd17dc92_208)] | | | [removed: [103](#ibd352dfa94e54136ba15ca2999d00c28_199)] [added: [99](#i17d54fba036841bc9594da76dd17dc92_208)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#ibd352dfa94e54136ba15ca2999d00c28_202)] [added: Schedules](#i17d54fba036841bc9594da76dd17dc92_211)] | | | [removed: [103](#ibd352dfa94e54136ba15ca2999d00c28_202)] [added: [99](#i17d54fba036841bc9594da76dd17dc92_211)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#ibd352dfa94e54136ba15ca2999d00c28_205)] [added: Summary](#i17d54fba036841bc9594da76dd17dc92_214)] | | | [removed: [110](#ibd352dfa94e54136ba15ca2999d00c28_205)] [added: [106](#i17d54fba036841bc9594da76dd17dc92_214)] | | |

- Macroeconomic conditions, [added: geopolitical activity,] public health [removed: concerns, geopolitical activity] [added: concerns] and other factors beyond our control can adversely affect and reduce demand for our products and services;

- Failure to keep pace with developments in [removed: technology] [added: technology, including artificial intelligence ("AI"),] could adversely affect our operations or competitive position;

Except where the context requires otherwise, references to our "properties" refer to [removed: the] [added: any] hotels, resorts and [added: other lodging offerings and] timeshare properties that are managed, franchised, owned or leased by us, 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 also use our website at [removed: cr.hilton.com] [added: travelwithpurpose.hilton.com] to communicate our Travel with Purpose strategy.

The contents of our [removed: website] [added: websites] and social media channels are not, however, part of this report.

| | | | [Matters](#i17d54fba036841bc9594da76dd17dc92_202) | | | [99](#i17d54fba036841bc9594da76dd17dc92_202) | | |

| | | | [Signatures](#i17d54fba036841bc9594da76dd17dc92_217) | | | [107](#i17d54fba036841bc9594da76dd17dc92_217) | | |

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

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

While the full board of directors has overall responsibility for risk oversight, for [removed: cyber security] [added: cybersecurity] matters, it is supported by its Audit Committee, which regularly reports to the full board of directors.

The Audit Committee assists the board of directors in monitoring cybersecurity risk by receiving quarterly reports and as needed updates from the Chief Information Officer and the CISO, that cover, among other things, our information security framework, [added: risk mitigation procedures,] threat assessment, response readiness and [added: cybersecurity] training efforts.

The GIS team uses defined industry accepted risk management and controls frameworks to determine the [removed: potential] likelihood and [added: potential] impact of each risk.

If an incident is determined to be a QCI, the [added: defined] process included in the CIRP is initiated and such incident is communicated to the designated leadership team, including Hilton's general counsel.

Information [removed: also] is [added: also] provided to additional members of senior management as appropriate.

The remediation plan for the QCI is entered within Hilton's GRC platform and monitored [added: regularly] and reviewed at least monthly to ensure effective implementation; depending upon the type of incident, additional reporting may be produced and monitored by the GIS team to ensure the effectiveness of the remediation plan.

Risk Factors," specifically the risks titled "Failures in, material damage to or interruptions in our information technology systems, software or websites, including as a result of cyber-attacks on our systems or systems operated by third parties that provide operational and technical services to us, costs associated with protecting the integrity and security of personal data and other sensitive information and difficulties in updating our existing software or developing or implementing new software could have a material adverse effect on our business or results of operations" and "Cyber-attacks could have a disruptive effect on our business," the sophistication of cyber [removed: threats] [added: threats, including those perpetrated through the use of AI,] continues to increase, and the preventative actions we take to reduce the risk of cyber incidents and protect our systems and information may be insufficient.

As of December 31, [removed: 2024,] [added: 2025,] we had a minority or noncontrolling financial interest in the entities that own or lease the following [removed: 5] [added: 4] properties, representing [removed: 2,245] [added: 1,630] rooms, and we manage each of the hotels for these entities.

As of December 31, [removed: 2024,] [added: 2025,] we leased the following [removed: 45] [added: 42] hotels, representing [removed: 14,893] [added: 13,657] rooms.

We also own or lease corporate offices or centralized operations centers in Memphis, Tennessee; Glasgow, Scotland (Europe); Watford, England (Europe); Dubai, United Arab Emirates (Middle East and [removed: Africa);] [added: Africa ("MEA"));] Singapore (Asia Pacific); Tokyo, [removed: Japan;] [added: Japan (Asia Pacific);] Shanghai, [removed: China;] [added: China (Asia Pacific);] and Mexico City, [removed: Mexico.][added: Mexico (Americas, excluding U.S.).]

| Conrad Hotels & Resorts | | | | | | | | | | | | | | | | | | | | |

| Conrad Cairo | | | | | | Cairo, Egypt | | | | | | 10% | | | | | | 615 | | |

| Hilton Munich Park | | | | | | Munich, Germany | | | | | | 484 | | |

| Hilton Diagonal Mar Barcelona | | | | | | Barcelona, Spain | | | | | | 433 | | |

| Hilton Brisbane | | | | | | Brisbane, Australia | | | | | | 319 | | |

Our common stock is listed for trading on the NYSE under the symbol "HLT." As of December 31, [removed: 2024,] [added: 2025,] there were [removed: 12] [added: 9] 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: 2019] [added: 2020] 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: 2019.][added: 2020.]

[removed: ][added: ]

| | | | [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] | | | | | | [removed: 12/31/2024] [added: 12/31/2025] | | |

The following table sets forth information regarding our purchases of shares of our common stock during the three months ended December 31, [removed: 2024:][added: 2025:]

[removed: (2)In November 2024, our board of directors authorized the repurchase of an additional $3.5 billion of our common stock under our] [added: (2)Our] stock repurchase program, which was initially announced in February 2017 and subsequently increased in November 2017, February 2019, March 2020, November [removed: 2022] [added: 2022, November 2023,] and November [removed: 2023.][added: 2024, allows for the repurchase of up to a total of $14.5 billion of our common stock.]

| Hilton | | | $ | 100.00 | | | | | $ | 140.20 | | | | | $ | 113.95 | | | | | $ | 164.86 | | | | | $ | 224.40 | | | | | $ | 261.39 | |

| S&P 500 | | | 100.00 | | | | | | 128.68 | | | | | | 105.36 | | | | | | 133.03 | | | | | | 166.28 | | | | | | 195.98 | | |

| S&P Hotel | | | 100.00 | | | | | | 119.84 | | | | | | 90.79 | | | | | | 150.99 | | | | | | 199.57 | | | | | | 226.60 | | |

| October 1, 2025 to October 31, 2025 | | | 981,998 | | | | | | $ | 262.63 | | | | | 981,998 | | | | | | $ | 1,765 | |

| November 1, 2025 to November 30, 2025 | | | 720,835 | | | | | | 268.59 | | | | | | 720,835 | | | | | | 1,571 | | |

| December 1, 2025 to December 31, 2025 | | | 1,075,679 | | | | | | 283.87 | | | | | | 1,075,679 | | | | | | 1,266 | | |

| Total | | | 2,778,512 | | | | | | 272.40 | | | | | | 2,778,512 | | | | | | | | |

In January 2026, our board of directors authorized an additional $3.5 billion for share repurchases under our stock repurchase program.

| 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 | | | | | | | | |

As such, our stock repurchase program allows for the repurchase of up to a total of $14.5 billion of our common stock.

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#ibd352dfa94e54136ba15ca2999d00c28_85)] [added: Reporting](#i17d54fba036841bc9594da76dd17dc92_88)] | | | [removed: [59](#ibd352dfa94e54136ba15ca2999d00c28_85)] [added: [55](#i17d54fba036841bc9594da76dd17dc92_88)] | | |

| [Report of Independent Registered Public Accounting Firm – Internal Control Over Financial [removed: Reporting](#ibd352dfa94e54136ba15ca2999d00c28_88)] [added: Reporting](#i17d54fba036841bc9594da76dd17dc92_91)] | | | [removed: [60](#ibd352dfa94e54136ba15ca2999d00c28_88)] [added: [56](#i17d54fba036841bc9594da76dd17dc92_91)] | | |

| [Report of Independent Registered Public Accounting Firm – Financial [removed: Statements](#ibd352dfa94e54136ba15ca2999d00c28_91)] [added: Statements](#i17d54fba036841bc9594da76dd17dc92_94)] | | | [removed: [61](#ibd352dfa94e54136ba15ca2999d00c28_91)] [added: [57](#i17d54fba036841bc9594da76dd17dc92_94)] | | |

| [Consolidated Balance [removed: Sheets](#ibd352dfa94e54136ba15ca2999d00c28_94)] [added: Sheets](#i17d54fba036841bc9594da76dd17dc92_97)] as of December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | | | [removed: [63](#ibd352dfa94e54136ba15ca2999d00c28_94)] [added: [59](#i17d54fba036841bc9594da76dd17dc92_97)] | | |

| [Consolidated Statements of Operations for the years [removed: ended](#ibd352dfa94e54136ba15ca2999d00c28_97)] [added: ended](#i17d54fba036841bc9594da76dd17dc92_100)] December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [64](#ibd352dfa94e54136ba15ca2999d00c28_97)] [added: [60](#i17d54fba036841bc9594da76dd17dc92_100)] | | |

| [Consolidated Statements of Comprehensive Income for the years [removed: ended](#ibd352dfa94e54136ba15ca2999d00c28_100)] [added: ended](#i17d54fba036841bc9594da76dd17dc92_103)] December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [65](#ibd352dfa94e54136ba15ca2999d00c28_100)] [added: [61](#i17d54fba036841bc9594da76dd17dc92_103)] | | |

| [Consolidated Statements of Cash Flows for the years [removed: ended](#ibd352dfa94e54136ba15ca2999d00c28_103)] [added: ended](#i17d54fba036841bc9594da76dd17dc92_106)] December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [66](#ibd352dfa94e54136ba15ca2999d00c28_103)] [added: [62](#i17d54fba036841bc9594da76dd17dc92_106)] | | |

| [Consolidated Statements [removed: of](#ibd352dfa94e54136ba15ca2999d00c28_106) [Noncont](#ibd352dfa94e54136ba15ca2999d00c28_106)[rolling] [added: of Noncontrolling] Interests [removed: and](#ibd352dfa94e54136ba15ca2999d00c28_106) [Stockholders'] [added: and Stockholders'] Equity (Deficit) for the years [removed: ended](#ibd352dfa94e54136ba15ca2999d00c28_106)] [added: ended](#i17d54fba036841bc9594da76dd17dc92_109)] December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [67](#ibd352dfa94e54136ba15ca2999d00c28_106)] [added: [63](#i17d54fba036841bc9594da76dd17dc92_109)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ibd352dfa94e54136ba15ca2999d00c28_109)] [added: Statements](#i17d54fba036841bc9594da76dd17dc92_112)] | | | [removed: [68](#ibd352dfa94e54136ba15ca2999d00c28_109)] [added: [64](#i17d54fba036841bc9594da76dd17dc92_112)] | | |

Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on this assessment, management determined that the Company maintained effective internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

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: 2024.][added: 2025.]

We have audited Hilton Worldwide Holdings Inc.'s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive income, cash flows and noncontrolling interests and stockholders' equity (deficit) for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and our report dated February [removed: 6, 2025] [added: 11, 2026] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive income, cash flows and noncontrolling interests and stockholders’ equity (deficit) for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 6, 2025] [added: 11, 2026] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | | | | The Company had deferred revenues of [removed: $1,032] [added: $1,514] million and a liability for guest loyalty program of [removed: $2,974] [added: $2,913] million as of December 31, [removed: 2024] [added: 2025] 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. Auditing the Loyalty Program is complex due to the complexity of models and high volume of data used to monitor and account for the Loyalty Program results. | | |

| *Description of the Matter* | | | | | | The Company recognized income tax expense of [removed: $244] [added: $611] million during the year ended December 31, [removed: 2024,] [added: 2025,] and unrecognized tax benefits of [removed: $849] [added: $800] million as of December 31, [removed: 2024.] [added: 2025.] 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 [added: certain of] the Company's unrecognized tax [removed: benefits,] [added: benefits taken by management,] 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 [added: certain] unrecognized tax benefits outstanding as of the balance sheet date. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process of accounting for income taxes, including unrecognized tax benefits, during the year. For example, we tested management’s controls over the review of tax positions taken by the Company to determine whether they met the threshold for recognition within the consolidated financial statements. To test the recognition of the Company’s unrecognized tax benefits and measurement of unrecognized tax benefits, we involved tax professionals with specialized skills and knowledge to assess the technical merits of [added: certain of] the Company’s tax positions and performed audit procedures that included, among others, evaluation of communications with relevant taxing authorities, evaluation of whether management appropriately considered new information that could significantly change the recognition, measurement or disclosure of the unrecognized tax benefits, and testing the assumptions used by management in estimating the valuation of [removed: any] associated [removed: liability.] [added: liabilities.] | | |

| | | | December [removed: 31,] [added: 31, 2025] | | | | | | | | | [added: | | | | | |]

| [removed: 2024] | | | [added: 2025] | | | [removed: 2023] | | | [added: 2024] | | | [added: | | | 2023 | | |]

| Cash and cash equivalents | | | $ | [removed: 1,301] [added: 918] | | | | | $ | [removed: 800] [added: 1,301] | |

| Restricted cash and cash equivalents | | | [removed: 75] [added: 52] | | | | | | 75 | | |

| Accounts receivable, net of allowance for credit losses of [removed: $145] [added: $163] and [removed: $131] [added: $145] | | | [removed: 1,583] [added: 1,690] | | | | | | [removed: 1,487] [added: 1,583] | | |

| Prepaid expenses | | | [removed: 193] [added: 219] | | | | | | [removed: 131] [added: 193] | | |

| Other | | | [removed: 120] [added: 117] | | | | | | [removed: 121] [added: 120] | | |

| Total current assets (variable interest entities *–* [removed: $71] [added: $85] and [removed: $65)] [added: $71)] | | | [removed: 3,272] [added: 2,996] | | | | | | [removed: 2,614] [added: 3,272] | | |

| Goodwill | | | [removed: 5,035] [added: 5,081] | | | | | | [removed: 5,052] [added: 5,035] | | |

| Brands | | | [removed: 4,990] [added: 5,023] | | | | | | [removed: 4,846] [added: 4,990] | | |

| Management and franchise contracts, net | | | [removed: 1,235] [added: 1,471] | | | | | | [removed: 1,064] [added: 1,235] | | |

| Other intangible assets, net | | | [removed: 194] [added: 206] | | | | | | [removed: 173] [added: 194] | | |

| Operating lease right-of-use assets | | | [removed: 567] [added: 577] | | | | | | [removed: 618] [added: 567] | | |

| Property and equipment, net | | | [removed: 411] [added: 684] | | | | | | [removed: 382] [added: 411] | | |

| Deferred income tax assets | | | [removed: 318] [added: 252] | | | | | | [removed: 140] [added: 318] | | |

| Other | | | [removed: 500] [added: 484] | | | | | | [removed: 512] [added: 500] | | |

| Total intangibles and other assets (variable interest entities *–* [removed: $100] [added: $341] and [removed: $112)] [added: $100)] | | | [removed: 13,250] [added: 13,778] | | | | | | [removed: 12,787] [added: 13,250] | | |

| TOTAL ASSETS | | | $ | [removed: 16,522] [added: 16,774] | | | | | $ | [removed: 15,401] [added: 16,522] | |

| Accounts payable, accrued expenses and other | | | $ | [removed: 2,124] [added: 2,336] | | | | | $ | [removed: 1,979] [added: 2,124] | |

February 11, 2026

| Cost reimbursement revenues | | | 7,085 | | | | | | 6,428 | | | | | | 5,827 | | |

| Ownership | | | 1,094 | | | | | | 1,126 | | | | | | 1,141 | | |

| Reimbursed expenses | | | 7,550 | | | | | | 6,985 | | | | | | 6,164 | | |

| Net income (loss) | | | (4) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,457 | | | | | | — | | | | | | 8 | | | | | | 1,465 | | |

| Dividends | | | — | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (143) | | | | | | — | | | | | | — | | | | | | (143) | | |

| Balance as of December 31, 2025(2) | | | $ | 13 | | 230.4 | | | | | | $ | 3 | | | | | $ | (14,428) | | | | | $ | 11,274 | | | | | $ | (1,508) | | | | | $ | (729) | | | | | $ | 29 | | | | | $ | (5,359) | |

The captions of certain financial statement line items have been revised when compared to those presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The revisions to our consolidated statement of operations included: (i) changing owned and leased hotels revenues and owned and leased hotels expenses to ownership revenues and ownership expenses, respectively; and (ii) changing other revenues from managed and franchised properties and other expenses from managed and franchised properties to cost reimbursement revenues and reimbursed expenses, respectively.

The significant accounting policies for the revenues and expenses recognized in each of these respective line items did not change, nor did prior period amounts.

We do not consider this advance consideration to include a significant financing component, since it is used to protect us from the hotel owner

reimbursed expenses in our consolidated statement of operations.

*Ownership revenues*

(see "—Hilton Honors" below for additional information).

Purchasing revenues

Except for the acquisitions of the Graduate and NoMad brands, changes in our brand intangible assets during the years ended December 31, 2025 and 2024 were due to foreign currency translation.

amount by which the carrying value exceeds the estimated fair value.

our consolidated statement of operations.

Our redeemable noncontrolling interests relate to the acquisition of the NoMad brand (refer to Note 3: "Acquisitions" for additional information).

We estimate the current portions of our liability for guest loyalty program and Hilton Honors deferred revenues based on the

Cash flows from designated derivatives that hedge fluctuations in foreign currency are classified within operating activities in the consolidated statement of cash flows and cash flows related to interest rate swaps with a significant financing component are classified within financing activities in the consolidated statement of cash flows, while cash flows from undesignated derivatives are included as an investing activity in the consolidated statement of cash flows.

related claims are settled.

The realization of deferred tax assets is contingent upon the generation of future taxable

in the second quarter of 2030, as well as call options that give us the right to purchase the remaining equity interests beginning in the second quarter of 2032.

| Balance as of December 31, 2025 | | | $ | 2,354 | |

These performance obligations are recognized as revenue as discussed in Note 2: Basis of Presentation and Summary of Significant Accounting Policies.

(1)During the year ended December 31, 2025, each of our consolidated VIEs in Japan amended and extended its respective hotel lease agreement and we recognized an aggregate of $239 million of ROU assets in property and equipment, net and $239 million of finance lease liabilities in long-term debt, with a portion in current maturities of long-term debt, in our consolidated balance sheet as of December 31, 2025.

| Contract acquisition costs | | | $ | 1,564 | | | | | $ | (334) | | | | | $ | 1,230 | |

| Other(1) | | | 300 | | | | | | (59) | | | | | | 241 | | |

| | | | $ | 1,864 | | | | | $ | (393) | | | | | $ | 1,471 | |

| Capitalized software costs | | | $ | 859 | | | | | $ | (667) | | | | | $ | 192 | |

| | | | $ | 926 | | | | | $ | (720) | | | | | $ | 206 | |

| 2026 | | | $ | 113 | |

| Thereafter | | | 170 | | |

| | | | $ | 447 | |

| | | | 2025 | | | | | | 2024 | | |

| | | | 1,170 | | | | | | 910 | | |

| | | | $ | 684 | | | | | $ | 411 | |

| | | | 2025 | | | | | | 2024 | | |

| | | | $ | 2,336 | | | | | $ | 2,124 | |

February 6, 2025

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

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

| Owned and leased hotels | | | 1,255 | | | | | | 1,244 | | | | | | 1,076 | | |

| Other revenues from managed and franchised properties | | | 6,428 | | | | | | 5,827 | | | | | | 5,037 | | |

| Owned and leased hotels | | | 1,126 | | | | | | 1,141 | | | | | | 999 | | |

| Other expenses from managed and franchised properties | | | 6,985 | | | | | | 6,164 | | | | | | 5,076 | | |

| Balance as of December 31, 2021 | | | $ | — | | 279.1 | | | | | | $ | 3 | | | | | $ | (4,443) | | | | | $ | 10,720 | | | | | $ | (6,322) | | | | | $ | (779) | | | | | $ | 2 | | | | | $ | (819) | |

| Net income | | | — | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,255 | | | | | | — | | | | | | 2 | | | | | | 1,257 | | |

| Dividends | | | — | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (123) | | | | | | — | | | | | | — | | | | | | (123) | | |

We allocate the variable fees to the

*Owned and leased hotels revenues*

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.

A portion of our brands intangible assets are denominated in foreign currencies and, as such, a period over period change in these assets is attributable to fluctuations in foreign currency exchange rates.

maintenance are expensed as incurred.

redeemed) and the estimated breakage are reevaluated.

management objective and strategy for undertaking various hedge transactions.

Cash flows from designated derivatives are classified within the same category as the item being hedged in the consolidated statement of cash flows, while cash flows from undesignated derivatives are included as an investing activity.

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.

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07 ("ASU 2023-07"), *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,* which requires, among other things, the following: (i) enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included in a segment's reported measure of profit or loss; (ii) disclosure of the amount and description of the composition of other segment items, as defined in ASU 2023-07, by reportable segment; (iii) disclosure about how the CODM uses segment profitability measures to make resource allocation decisions; and (iv) reporting the disclosures about each reportable segment's profit or loss and assets on an annual and interim basis.

We

The provisions of ASU 2023-09 are effective for annual periods beginning after December 15, 2024; early adoption is permitted.

We expect ASU 2023-09 to require additional disclosures in the notes to our consolidated financial statements.

We accounted for the transaction as an asset acquisition.

On the date of the acquisition, we added 32 existing properties located in the U.S. and United Kingdom ("U.K.") to our franchise portfolio.

The franchise contract intangible assets will be amortized over an estimated useful life of 15 years to depreciation and amortization expenses in our consolidated statements of operations.

The results of operations related to the Graduate brand, which did not have a material impact on our operating results for the year ended December 31, 2024, were included in the consolidated financial statements for the period from the date of acquisition to December 31, 2024.

assets, with an aggregate fair value of approximately $8 million.

The management contract intangible assets will be amortized over a weighted average estimated useful life of approximately 14 years to depreciation and amortization expenses in our consolidated statements of operations.

The redeemable noncontrolling interests were recorded at a fair value of $22 million as of the acquisition date.

The results of operations of the Sydell Group were included in the consolidated financial statements for the period from the date of acquisition to December 31, 2024.

The acquisition of a controlling financial interest in the Sydell Group did not have a material impact on the Company's consolidated financial statements for the year ended December 31, 2024, and, as such, historical and pro forma results are not disclosed.

| Balance as of December 31, 2023 | | | $ | 1,521 | |

(2)Includes current maturities of $13 million and $19 million as of December 31, 2024 and 2023, respectively.

| | | | December 31, 2023 | | | | | | | | | | | | | | |

| Other(1) | | | 162 | | | | | | (37) | | | | | | 125 | | |

| | | | $ | 1,345 | | | | | $ | (281) | | | | | $ | 1,064 | |

| Capitalized software costs | | | $ | 712 | | | | | $ | (576) | | | | | $ | 136 | |

| | | | $ | 838 | | | | | $ | (665) | | | | | $ | 173 | |

During the three months ended December 31, [removed: 2024,] [added: 2025,] no 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.

The information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2024.][added: 2025.]

The information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2024.][added: 2025.]

The information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2024.][added: 2025.]

The information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2024.][added: 2025.]

The information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2024.][added: 2025.]

| 3.1 | | | | | | [added: [Restated](https://www.sec.gov/Archives/edgar/data/1585689/000158568925000109/restatedhltcharterexhibit33.htm)] [Certificate of Incorporation of Hilton Worldwide Holdings Inc. (incorporated by reference to Exhibit [removed: 3.1 to] [added: 3.](https://www.sec.gov/Archives/edgar/data/1585689/000158568925000109/restatedhltcharterexhibit33.htm)[3](https://www.sec.gov/Archives/edgar/data/1585689/000158568925000109/restatedhltcharterexhibit33.htm) [to] the Company’s Current Report on Form 8-K filed [removed: on December 17, 2013).](https://www.sec.gov/Archives/edgar/data/1585689/000119312513476077/d645078dex31.htm)] [added: on](https://www.sec.gov/Archives/edgar/data/1585689/000158568925000109/restatedhltcharterexhibit33.htm) [May](https://www.sec.gov/Archives/edgar/data/1585689/000158568925000109/restatedhltcharterexhibit33.htm) [1](https://www.sec.gov/Archives/edgar/data/1585689/000158568925000109/restatedhltcharterexhibit33.htm)[6](https://www.sec.gov/Archives/edgar/data/1585689/000158568925000109/restatedhltcharterexhibit33.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1585689/000158568925000109/restatedhltcharterexhibit33.htm)[25](https://www.sec.gov/Archives/edgar/data/1585689/000158568925000109/restatedhltcharterexhibit33.htm)[).](https://www.sec.gov/Archives/edgar/data/1585689/000158568925000109/restatedhltcharterexhibit33.htm)] | | |

| 3.2 | | | | | | [removed: [Certificate of Amendment to Certificate of Incorporation] [added: [Amended and Restated By-Laws] of Hilton Worldwide Holdings Inc. [removed: effective as of January 3, 2017] (incorporated by reference to Exhibit [removed: 3.1 to] [added: 3.](https://www.sec.gov/Archives/edgar/data/1585689/000158568925000109/hlt-bylawsexhibit34.htm)[4](https://www.sec.gov/Archives/edgar/data/1585689/000158568925000109/hlt-bylawsexhibit34.htm) [to] the [removed: Company's] [added: Company’s] Current Report on Form 8-K filed [removed: on January 4, 2017).](https://www.sec.gov/Archives/edgar/data/1585689/000119312517001901/d302894dex31.htm)] [added: on](https://www.sec.gov/Archives/edgar/data/1585689/000158568925000109/hlt-bylawsexhibit34.htm) [May](https://www.sec.gov/Archives/edgar/data/1585689/000158568925000109/hlt-bylawsexhibit34.htm) [](https://www.sec.gov/Archives/edgar/data/1585689/000158568925000109/hlt-bylawsexhibit34.htm)[16](https://www.sec.gov/Archives/edgar/data/1585689/000158568925000109/hlt-bylawsexhibit34.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1585689/000158568925000109/hlt-bylawsexhibit34.htm)[25](https://www.sec.gov/Archives/edgar/data/1585689/000158568925000109/hlt-bylawsexhibit34.htm)[).](https://www.sec.gov/Archives/edgar/data/1585689/000158568925000109/hlt-bylawsexhibit34.htm)] | | |

| [removed: 3.3] [added: 10.21] | | | | | | [Amended and Restated [removed: By-Laws] [added: Registration Rights Agreement, dated as] of [added: October 24, 2016, by and among] Hilton Worldwide Holdings Inc. [added: and certain of its stockholders] (incorporated by reference to Exhibit [removed: 3.1] [added: 10.4] to the [removed: Company’s] [added: Company's] Current Report on Form 8-K filed on [removed: August 2, 2019).](https://www.sec.gov/Archives/edgar/data/1585689/000119312519212020/d778524dex31.htm)] [added: October 24, 2016).](https://www.sec.gov/Archives/edgar/data/1585689/000119312516744536/d276644dex104.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 [removed: 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] [added: trustee (incorporated] by reference to Exhibit [removed: 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] [added: 4.2 to] the Company's Quarterly Report on Form 10-Q for the quarter [removed: 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)] [added: ended June 30, 2024).](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit42-seventhsupplemen.htm)] | | |

| 4.11 | | | | | | [Form of 4.875% Senior Note due 2030 (included in Exhibit [removed: 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)] [added: 4.10).](https://www.sec.gov/Archives/edgar/data/1585689/000119312519180093/d762480dex41.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 [removed: trustee](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit43-sixthsupplementa.htm) [(incorporated] [added: trustee (incorporated] by reference to Exhibit [removed: 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] [added: 4.3 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) | | |

| [removed: 4.18] [added: 4.35] | | | | | | [Indenture with respect to the [removed: 5.375% Senior Notes due 2025 (the "2025 Notes") and] 5.750% Senior Notes due [removed: 2028 (the "2028 Notes"),] [added: 2033,] dated as of [removed: April 21, 2020, by and] [added: July 7, 2025,] 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 [removed: April 22, 2020).](https://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm)] [added: July 7, 2025).](https://www.sec.gov/Archives/edgar/data/1585689/000119312525156239/d16552dex41.htm)] | | |

| 4.19 | | | | | | [Form of [removed: 5.375%] [added: 3.750%] Senior Note due [removed: 2025] [added: 2029] (included in Exhibit [removed: 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)] [added: 4.](https://www.sec.gov/Archives/edgar/data/1585689/000158568920000190/indenture-dec2020.htm)[18](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: 4.20] [added: 4.36] | | | | | | [Form of 5.750% Senior Note due [removed: 2028] [added: 2033] (included in Exhibit [removed: 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)] [added: 4.](https://www.sec.gov/Archives/edgar/data/1585689/000119312525156239/d16552dex41.htm)[35](https://www.sec.gov/Archives/edgar/data/1585689/000119312525156239/d16552dex41.htm)[).](https://www.sec.gov/Archives/edgar/data/1585689/000119312525156239/d16552dex41.htm)] | | |

| 4.21 | | | | | | [First Supplemental Indenture with respect to the [removed: 2025] [added: 2029] Notes and the [removed: 2028] [added: 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 [removed: 4.5] [added: 4.7] to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2022).](https://www.sec.gov/Archives/edgar/data/1585689/000158568922000164/hilton-firstsupplementalin.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1585689/000158568922000164/hilton-firstsupplementalina.htm)] | | |

| 4.22 | | | | | | [Second Supplemental Indenture with respect to the [removed: 2025] [added: 2029] Notes and the [removed: 2028] [added: 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 [removed: 4.6] [added: 4.8] to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2022).](https://www.sec.gov/Archives/edgar/data/1585689/000158568922000164/hilton-secondsupplementalia.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1585689/000158568922000164/hilton-secondsupplementali.htm)] | | |

| 4.23 | | | | | | [Third Supplemental Indenture with respect to the [removed: 5.375%] [added: 3.750%] Senior Notes due [removed: 2025] [added: 2029] and [removed: 5.750%] [added: 4.000%] Senior Notes due [removed: 2028,] [added: 2031,] dated as of July 11, 2024, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as [removed: trustee](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit44-thirdsupplementa.htm) [(incorporated] [added: trustee (incorporated] by reference to Exhibit [removed: 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] [added: 4.5 to] the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2024).](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit44-thirdsupplementa.htm)] [added: 2024).](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit45-thirdsupplementa.htm)] | | |

| [removed: 4.24] [added: 4.18] | | | | | | [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, 2020).](https://www.sec.gov/Archives/edgar/data/1585689/000158568920000190/indenture-dec2020.htm) | | |

| [removed: 4.25] [added: 4.20] | | | | | | [Form of [removed: 3.750%] [added: 4.000%] Senior Note due [removed: 2029] [added: 2031] (included in Exhibit [removed: 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)] [added: 4.](https://www.sec.gov/Archives/edgar/data/1585689/000158568920000190/indenture-dec2020.htm)[18](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: 4.26] [added: 4.25] | | | | | | [Form of [removed: 4.000%] [added: 3.625%] Senior Note due [removed: 2031] [added: 2032] (included in Exhibit [removed: 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)] [added: 4.](https://www.sec.gov/Archives/edgar/data/1585689/000158568921000008/indenture-feb2021.htm)[24](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: 4.27] [added: 4.26] | | | | | | [First Supplemental Indenture with respect to the [removed: 2029 Notes and the 2031] [added: 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 [removed: 4.7] [added: 4.9] to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2022).](https://www.sec.gov/Archives/edgar/data/1585689/000158568922000164/hilton-firstsupplementalina.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1585689/000158568922000164/hilton-firstsupplementalinb.htm)] | | |

| [removed: 4.28] [added: 4.27] | | | | | | [Second Supplemental Indenture with respect to the [removed: 2029 Notes and the 2031] [added: 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 [removed: 4.8] [added: 4.10] to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2022).](https://www.sec.gov/Archives/edgar/data/1585689/000158568922000164/hilton-secondsupplementali.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1585689/000158568922000164/hilton-secondsupplementalib.htm)] | | |

| [removed: 4.29] [added: 4.28] | | | | | | [Third Supplemental Indenture with respect to the [removed: 3.750% Senior Notes due 2029 and 4.000%] [added: 3.625%] Senior Notes due [removed: 2031,] [added: 2032,] dated as of July 11, 2024, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as [removed: trustee](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit45-thirdsupplementa.htm) [(incorporated] [added: trustee (incorporated] by reference to Exhibit [removed: 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] [added: 4.6 to] the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2024).](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit45-thirdsupplementa.htm)] [added: 2024).](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit46-thirdsupplementa.htm)] | | |

| [removed: 4.30] [added: 4.24] | | | | | | [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, 2021).](https://www.sec.gov/Archives/edgar/data/1585689/000158568921000008/indenture-feb2021.htm) | | |

| 4.31 | | | | | | [Form of [removed: 3.625%] [added: 6.125%] Senior Note due 2032 (included in Exhibit [removed: 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)] [added: 4.](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000062/exhibit41-8xk.htm)[29](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000062/exhibit41-8xk.htm)[).](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000062/exhibit41-8xk.htm)] | | |

| 4.32 | | | | | | [First Supplemental Indenture with respect to the [removed: 2032 Notes,] [added: 5.875% Senior Notes due 2029 and 6.125% Senior Notes due 2032,] dated as of [removed: May 13, 2022,] [added: July 11, 2024,] among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit [removed: 4.9] [added: 4.1] to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended [removed: September] [added: June] 30, [removed: 2022).](https://www.sec.gov/Archives/edgar/data/1585689/000158568922000164/hilton-firstsupplementalinb.htm)] [added: 2024).](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit41-firstsupplementa.htm)] | | |

| 4.33 | | | | | | [removed: [Second Supplemental Indenture] [added: [Indenture] with respect to the [removed: 2032 Notes,] [added: 5.875% Senior Notes due 2033,] dated as of [removed: August 24, 2022,] [added: September 9, 2024,] among [added: Hilton Domestic Operating Company Inc.,] the [removed: subsidiary] guarantors [removed: listed therein] [added: from time to time party thereto] and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit [removed: 4.10] [added: 4.1] to the [removed: Company’s Quarterly] [added: Company's Current] Report on Form [removed: 10-Q for the quarter ended] [added: 8-K filed on] September [removed: 30, 2022).](https://www.sec.gov/Archives/edgar/data/1585689/000158568922000164/hilton-secondsupplementalib.htm)] [added: 9, 2024).](https://www.sec.gov/Archives/edgar/data/1585689/000119312524215940/d880422dex41.htm)] | | |

| [removed: 4.34] [added: 4.29] | | | | | | [removed: [Third Supplemental Indenture] [added: [Indenture,] with respect to the [removed: 3.625%] [added: 5.875%] Senior Notes [removed: due 2032,] [added: and 6.125% Senior Notes,] dated as of [removed: July 11,] [added: March 26,] 2024, [added: by and] among [added: Hilton Domestic Operating Company Inc.,] the [removed: subsidiary] guarantors [removed: listed therein] [added: from time to time party thereto] and Wilmington Trust, National Association, as [removed: trustee](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit46-thirdsupplementa.htm) [(incorporated] [added: trustee (incorporated] by reference to Exhibit [removed: 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] [added: 4.1 to] the Company's [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the quarter ended June 30, 2024).](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000162/exhibit46-thirdsupplementa.htm)] [added: 8-K filed on March 27, 2024).](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000062/exhibit41-8xk.htm)] | | |

| [removed: 4.35] [added: 4.37] | | | | | | [removed: [Indenture,] [added: [Indenture] with respect to the [removed: 5.875%] [added: 5.500%] Senior Notes [removed: and 6.125% Senior Notes,] [added: due 2034,] dated as of [removed: March 26, 2024, by and] [added: December 10, 2025,] 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 [removed: March 27, 2024).](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000062/exhibit41-8xk.htm)] [added: December 10, 2025).](https://www.sec.gov/Archives/edgar/data/1585689/000119312525315917/d82776dex41.htm)] | | |

| [removed: 4.36] [added: 4.30] | | | | | | [Form of 5.875% Senior Note due 2029 (included in Exhibit [removed: 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)] [added: 4.](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000062/exhibit41-8xk.htm)[29](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000062/exhibit41-8xk.htm)[).](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000062/exhibit41-8xk.htm)] | | |

| [removed: 4.37] [added: 4.38] | | | | | | [Form of [removed: 6.125%] [added: 5.500%] Senior Note due [removed: 2032] [added: 2034] (included in Exhibit [removed: 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)] [added: 4.](https://www.sec.gov/Archives/edgar/data/1585689/000119312525315917/d82776dex41.htm)[37](https://www.sec.gov/Archives/edgar/data/1585689/000119312525315917/d82776dex41.htm)[).](https://www.sec.gov/Archives/edgar/data/1585689/000119312525315917/d82776dex41.htm)] | | |

| [removed: 4.40] [added: 4.34] | | | | | | [Form of 5.875% Senior Note due 2033 (included in Exhibit [removed: 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)] [added: 4.3](https://www.sec.gov/Archives/edgar/data/1585689/000119312524215940/d880422dex41.htm)[3](https://www.sec.gov/Archives/edgar/data/1585689/000119312524215940/d880422dex41.htm)[).](https://www.sec.gov/Archives/edgar/data/1585689/000119312524215940/d880422dex41.htm)] | | |

| [removed: 4.41] [added: 19] | | | | | | [removed: [Description of Securities (incorporated] [added: [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/1585689/000158568925000008/insidertradingpolicy.htm) [(in](https://www.sec.gov/Archives/edgar/data/1585689/000158568925000008/insidertradingpolicy.htm)[corporated] by reference to Exhibit [removed: 4.20 to] [added: 19](https://www.sec.gov/Archives/edgar/data/1585689/000158568925000008/insidertradingpolicy.htm) [to] the Company's [removed: Annual] [added: A](https://www.sec.gov/Archives/edgar/data/1585689/000158568925000008/insidertradingpolicy.htm)[nnual] Report on Form 10-K for the year ended December 31, [removed: 2019).](https://www.sec.gov/Archives/edgar/data/1585689/000158568920000013/descriptionofsecurities.htm)] [added: 2024)](https://www.sec.gov/Archives/edgar/data/1585689/000158568925000008/insidertradingpolicy.htm)[.](https://www.sec.gov/Archives/edgar/data/1585689/000158568925000008/insidertradingpolicy.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](https://www.sec.gov/Archives/edgar/data/1585689/000119312513435529/d593452dex101.htm) [filed] [added: S-1 filed] on November 8, [removed: 2013](https://www.sec.gov/Archives/edgar/data/1585689/000119312513435529/d593452dex101.htm)[).](https://www.sec.gov/Archives/edgar/data/1585689/000119312513435529/d593452dex101.htm)] [added: 2013).](https://www.sec.gov/Archives/edgar/data/1585689/000119312513435529/d593452dex101.htm)] | | |

| 10.9 | | | | | | [Loan Agreement, dated as of October 25, 2013, among the subsidiaries party thereto, collectively, as borrower and JPMorgan Chase Bank, National Association, German American Capital Corporation, Bank of America, N.A., GS Commercial Real Estate LP and Morgan Stanley Mortgage Capital Holdings LLC, collectively, as lender (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form [removed: S-1](https://www.sec.gov/Archives/edgar/data/1585689/000119312513435529/d593452dex103.htm) [filed] [added: S-1 filed] on November 8, [removed: 2013](https://www.sec.gov/Archives/edgar/data/1585689/000119312513435529/d593452dex103.htm)[).](https://www.sec.gov/Archives/edgar/data/1585689/000119312513435529/d593452dex103.htm)] [added: 2013).](https://www.sec.gov/Archives/edgar/data/1585689/000119312513435529/d593452dex103.htm)] | | |

| [removed: 10.14] [added: 10.36] | | | | | | [Form of [removed: 2015] [added: 2023] Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the [removed: Company's] [added: Company’s] Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2015).*](https://www.sec.gov/Archives/edgar/data/1585689/000158568915000060/exhibit103-formof2015nonqu.htm)] [added: 2023).*](https://www.sec.gov/Archives/edgar/data/1585689/000158568923000100/a2023nqstockoptionagreement.htm)] | | |

| [removed: 10.15] [added: 10.14] | | | | | | [Form of Deferred Share Unit Agreement (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015).*](https://www.sec.gov/Archives/edgar/data/1585689/000158568915000080/exhibit101-formofdirectord.htm) | | |

| [removed: 10.16] [added: 10.15] | | | | | | [Form of 2017 Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017).*](https://www.sec.gov/Archives/edgar/data/1585689/000158568917000131/q12017exhibit109-formof201.htm) | | |

| [removed: 10.17] [added: 10.16] | | | | | | [Hilton 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 26, 2017).*](https://www.sec.gov/Archives/edgar/data/1585689/000119312517185568/d388828dex101.htm) | | |

| [removed: 10.18] [added: 10.17] | | | | | | [Form of Deferred Share Unit Agreement [removed: for](https://www.sec.gov/Archives/edgar/data/1585689/000158568917000168/q22017exhibit102-formofdef.htm) [non-employee](https://www.sec.gov/Archives/edgar/data/1585689/000158568917000168/q22017exhibit102-formofdef.htm) [directors] [added: 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 June 30, 2017).*](https://www.sec.gov/Archives/edgar/data/1585689/000158568917000168/q22017exhibit102-formofdef.htm) | | |

| [removed: 10.19] [added: 10.18] | | | | | | [Form of 2018 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, 2018).*](https://www.sec.gov/Archives/edgar/data/1585689/000158568918000086/hilton-2018nqstockoptionag.htm) | | |

| [removed: 10.20] [added: 10.19] | | | | | | [Letter Agreement relating to certain tax matters, dated as of October 24, 2016, by and among Hilton Worldwide Holdings Inc., Park Hotels & Resorts Inc., and certain of Hilton Worldwide Holdings Inc.’s stockholders (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed on October 24, 2016).](https://www.sec.gov/Archives/edgar/data/1585689/000119312516744536/d276644dex105.htm) | | |

| [removed: 10.21] [added: 10.20] | | | | | | [Letter Agreement relating to tax stockholders agreement, dated as of October 24, 2016, by and among Hilton Worldwide Holdings Inc., Hilton Grand Vacations Inc. and certain of Hilton Worldwide Holdings Inc.’s stockholders (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed on October 24, 2016).](https://www.sec.gov/Archives/edgar/data/1585689/000119312516744536/d276644dex106.htm) | | |

| [removed: 10.22] [added: 10.23] | | | | | | [removed: [Amended and Restated Registration Rights] [added: [Tax Stockholders] Agreement, dated [removed: as of October 24, 2016, by and] [added: January 2, 2017,] among Hilton Worldwide Holdings [added: Inc., Hilton Grand Vacations] Inc. and [removed: certain of its stockholders] [added: the other parties thereto] (incorporated by reference to Exhibit [removed: 10.4] [added: 10.5] to the Company's Current Report on Form 8-K filed on [removed: October 24, 2016).](https://www.sec.gov/Archives/edgar/data/1585689/000119312516744536/d276644dex104.htm)] [added: January 4, 2017).](https://www.sec.gov/Archives/edgar/data/1585689/000119312517001901/d302894dex105.htm)] | | |

| [removed: 10.23] [added: 10.22] | | | | | | [Tax Matters 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 10.2 to the Company's Current Report on Form 8-K filed on January 4, 2017).](https://www.sec.gov/Archives/edgar/data/1585689/000119312517001901/d302894dex102.htm) | | |

| 4.39 | | | | | | [Description of Securities](https://www.sec.gov/Archives/edgar/data/1585689/000158568926000007/ex439-hltx10xkexxdescripti.htm)[.](https://www.sec.gov/Archives/edgar/data/1585689/000158568926000007/ex439-hltx10xkexxdescripti.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) | | |