GRAY JONATHAN 4

What Happened

• Jonathan Gray, a Hilton Worldwide Holdings Inc. (HLT) director, received an award of 104 deferred share units (DSUs) on 2026-05-01. The Form 4 records the acquisition price as $0, reflecting a compensation award rather than an open‑market purchase. The reported total value at grant is $0 on the Form 4 (transaction code A — award/grant).

Key Details

• Transaction date: 2026-05-01; Form 4 filed: 2026-05-05 (timely under SEC rules).
• Transaction type/code: Grant/Award (A); 104 DSUs acquired at $0 per unit.
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Footnote: These are deferred share units paid in lieu of director fees under the Hilton 2017 Omnibus Incentive Plan. Each DSU represents one share, is fully vested, and the underlying shares will be issued upon the earlier of (i) termination of director service, (ii) a change in control, or (iii) the second anniversary of the grant date.
• Filing timeliness: Filed within the required two business days after the transaction (timely).

Context

• Deferred share units are a form of compensation: they give the director a right to receive shares later rather than immediate stock ownership. The $0 price reflects that this was an award, not a cash purchase; economic exposure will depend on when the DSUs convert to actual shares. Such director fee awards are routine and do not necessarily signal the director’s buying or selling sentiment.