NASSETTA CHRISTOPHER J 4
4 · Hilton Worldwide Holdings Inc. · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
Hilton (HLT) CEO Chris Nassetta Exercises Options, Sells 114,289 Shares
What Happened
Chris Nassetta, President and CEO of Hilton Worldwide (HLT), exercised 114,289 stock options on Feb 17, 2026 at an exercise price of $41.41 per share (cost ~$4.73M) and then sold the same 114,289 shares in multiple open-market transactions the same day. The open-market sales generated aggregate gross proceeds of approximately $36.28M. Footnotes indicate shares were sold to cover the option exercise price and tax withholding.
Key Details
- Transaction date: 2026-02-17 (Form 4 filed 2026-02-19; timely filing).
- Option exercise: 114,289 shares acquired at $41.41 each — total cost reported $4,732,707 (code M).
- Open-market sales (code S) — all sold the same day in multiple transactions:
- 30,404 shares at weighted avg ~$316.27 — proceeds $9,616,004 (prices ranged $315.86–$316.8475) [F2]
- 47,134 shares at weighted avg ~$317.36 — proceeds $14,958,343 (prices ranged $316.86–$317.8575) [F3]
- 27,376 shares at weighted avg ~$318.37 — proceeds $8,715,796 (prices ranged $317.86–$318.85) [F4]
- 9,375 shares at weighted avg ~$319.30 — proceeds $2,993,417 (prices ranged $318.86–$319.75) [F5]
- Aggregate sale proceeds: ~$36,283,560. Aggregate acquired cost: ~$4,732,707.
- A derivative entry shows 114,289 shares “disposed” at $0.00 (reflects option conversion/administrative reporting) and footnote F1 clarifies shares were sold to cover exercise price and tax liability (cashless/withholding treatment).
- Ownership notes: some shares are held indirectly through Harwood Road LLC and revocable trusts; the filer disclaims beneficial ownership beyond pecuniary interest [F6–F7].
- Vesting: option vested in three equal annual installments beginning Feb 18, 2017 [F8].
- Shares owned after the transactions are not specified in the filing.
Context: This was an option exercise followed by immediate open-market sales (a common cashless exercise/withholding approach). Such sell-to-cover or immediate sales are routine for option exercises and do not by themselves indicate insider sentiment about the company’s prospects. Transaction codes—M = option exercise/conversion, S = open-market sale—are reported on the Form 4.
Insider Transaction Report
Form 4
NASSETTA CHRISTOPHER J
DirectorSee Remarks
Transactions
- Exercise/Conversion
Common Stock
2026-02-17$41.41/sh+114,289$4,732,707→ 150,734 total - Sale
Common Stock
[F1][F2]2026-02-17$316.27/sh−30,404$9,616,004→ 120,330 total - Sale
Common Stock
[F1][F3]2026-02-17$317.36/sh−47,134$14,958,343→ 73,196 total - Sale
Common Stock
[F1][F4]2026-02-17$318.37/sh−27,376$8,715,796→ 45,820 total - Sale
Common Stock
[F1][F5]2026-02-17$319.30/sh−9,375$2,993,417→ 36,445 total - Exercise/Conversion
Employee Stock Option (right to buy)
[F8]2026-02-17−114,289→ 0 totalExercise: $41.41Exp: 2026-02-18→ Common Stock (114,289 underlying)
Holdings
- 801,716(indirect: See Footnote)
Common Stock
[F6] - 2,714,228(indirect: See Footnote)
Common Stock
[F7]
Footnotes (8)
- [F1]Includes shares sold to cover payment of option exercise price and payment of tax liability incident to exercise of option granted in February 2016 that expires on February 18, 2026.
- [F2]The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $315.86 to $316.8475, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.
- [F3]The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $316.86 to $317.8575, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.
- [F4]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $317.86 to $318.85, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- [F5]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $318.86 to $319.75, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- [F6]These shares of common stock are held by Harwood Road LLC, a limited liability company. A revocable living trust, of which Mr. Nassetta is the trustee and a beneficiary, serves as the managing member of Harwood Road LLC. 99% of the economic interests in the limited liability company are held by a family trust for the benefit of Mr. Nassetta's children and the remaining 1% is held by the aforementioned living trust. The Reporting Person states that this filing shall not be deemed to be an admission that the Reporting Person is the beneficial owner of any securities reported herein as indirectly held, and disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest therein.
- [F7]These shares of common stock were previously reported as directly owned and have been transferred to a revocable trust, of which the reporting person is the trustee. This transfer was exempt from reporting under Rule 16a-13.
- [F8]The option vested in three equal annual installments beginning on February 18, 2017.
Signature
/s/ James O. Smith as attorney-in-fact|2026-02-18