GRAY JONATHAN 4

What Happened

• Jonathan Gray, a director of Hilton Worldwide Holdings (HLT), was granted 742 deferred share units (DSUs) on May 14, 2026. The Form 4 reports the acquisition as an award (transaction code A) with no cash paid ($0.00 reported).
• These DSUs represent the right to receive one share of Hilton common stock per unit; the units are fully vested but the underlying shares will be issued only upon specified triggering events.

Key Details

• Transaction date: 2026-05-14; Form 4 filed: 2026-05-18 (filing appears timely).
• Reported consideration: $0.00 for 742 units (award/grant).
• Shares owned after transaction: not specified in the filing.
• Footnote: DSUs were awarded under the Hilton Amended and Restated 2017 Omnibus Incentive Plan. Each DSU equals one share and is fully vested. Underlying shares will be issued upon the earliest of (i) termination of director service, (ii) change in control, or (iii) the second anniversary of the grant date.
• No 10b5-1 plan, tax-withholding sale, or late-filing indication is noted in the disclosure.

Context

• This is a compensation award (deferred units), not an open-market purchase or sale; it does not reflect an immediate cash outlay or share sale by the insider.
• Deferred share units are commonly used to defer director compensation and do not necessarily signal a buy/sell decision by the insider. The economic interest converts to actual shares only when the plan’s issuance conditions are met.