NASSETTA CHRISTOPHER J 4

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.